Notice Concerning the Commencement of
Tender Offer for the Share Certificates, etc. of,
eMnet Japan co. ltd. (Securities Code: 7036) and
Execution of a Capital and Business Alliance Agreement

1. Purpose of Purchase

1. (1)
   Summary of the Tender Offer
   As of today, the Tender Offeror is a subsidiary of SoftBank Group Corp. (hereinafter, “SBG”), which owns 40.86% (the percentage of owned shares (rounded to the nearest hundredth (0.01) percentage point) relative to the total number of issued shares (excluding treasury stock) of the Tender Offeror as of March 31, 2021) of its issued shares (excluding treasury stock) through SoftBank Group Japan Corporation (hereinafter “SBGJ”), SBG's wholly-owned subsidiary. The Tender Offeror's shares are listed on the First Section of the TSE. As of today, the Tender Offeror, SBJ, and SBGJ do not own any of the Target Company Shares listed on the Mothers Market of the TSE and the Share Options.
   The Tender Offeror has decided to execute the Capital and Business Alliance Agreement with the Target Company (for details on the Capital and Business Alliance Agreement, please refer to “② The Capital and Business Alliance Agreement” in “(3) Matters Related to Important Agreements Concerning the Tender Offer” below.). In accordance with the Capital and Business Alliance Agreement, to implement the Tender Offer for the purpose of strengthening the business platform and driving sustained growth of both the Tender Offeror and the Target Company, and converting the Target Company into a consolidated subsidiary of the Tender Offeror through which the Tender Offeror will acquire a portion of the Target Company Shares (785,000 shares, ownership ratio: 39.74%) owned by EMNET Inc., the principal largest shareholder of the Target Company (number of shares owned: 1,180,200; ownership ratio^*1: 59.74%; hereinafter, “EMNET”) and a portion of the Target Company Shares (6,200 shares, ownership ratio: 0.31%) owned by Shinichiro Yamamoto, CEO of the Target Company and its 6th largest shareholder (as of March 31, 2021) (name in family register: Shinichiro Annaka; number of shares owned: 60,000 shares; number of share options owned: 40 units (number of shares underlying the share options: 4,000 shares); ownership ratio 3.24%, hereinafter “Mr. Yamamoto”); EMNET and Mr. Yamamoto shall be collectively referred to as the “Tender-Agreed Shareholders” hereinafter). (All of the Target Company Shares to be acquired from the Tender-Agreed Shareholders (791,200 shares in total, ownership ratio: 40.05%) shall be referred to as the “Tender-Agreed Shares” hereinafter.)

   [Note]

   1. *1
      “ownership ratio” is the percentage (rounded to the nearest hundredth (0.01) percentage point) of shares owned relative to the number of shares (1,975,571 shares; hereinafter, the “Total Number of Target Company Shares After Adjustment for Diluted Shares”) calculated as the sum of (ⅰ) the total number of shares issued by the Target Company (1,881,200 shares) as of May 12, 2021 as described in the “First Quarterly Report for the 9th Fiscal Year” submitted by the Target Company on May 12, 2021 (hereinafter, the “Target Company's First Quarterly Report”); (ⅱ) the number of Target Company Shares (30,000 shares) issued upon the exercise of 75 units of the 1st Series Share Options from May 13, 2021 to May 21, 2021; and (ⅲ) the number of Target Company Shares (total: 64,400 shares) underlying all of the Share Options outstanding as of May 21, 2021 (according to the Target Company, the 1st Series Share Options (93 units) (shares underlying the share options: 37,200); the 2nd Series Share Options (255 units) (shares underlying the share options: 25,500), and the 3rd Series Share Options (17 units) (shares underlying the share options: 1,700)), for a total number of shares (1,975,600 shares), and (ⅳ) subtracting from this total number of shares (1,975,600 shares) the number of treasury shares (29 shares) owned by the Target Company as of March 31, 2021, as described in the Target Company's “Summary of Financial Results (Japanese GAAP) for the First Quarterly of the Fiscal Year Ending in December 31, 2021 (Non-Consolidated)” (hereinafter, the “Target Company's Summary of First Quarterly Financial Results”) announced by the Target Company on May 11, 2021. The same applies to the calculation of the ownership ratio hereinafter.

   Upon implementing the Tender Offer, the Tender Offeror executed a Tender Offer Agreement on May 21, 2021 with EMNET and a tender offer agreement with Mr. Yamamoto on the same date (hereinafter, referred to as the “Tender Agreements” together with the Tender Offer Agreement). Under the Tender Agreements, EMNET and Mr. Yamamoto has agreed with the Tender Offeror that EMNET will tender a portion of its Target Company Shares (785,000 shares, ownership ratio: 39.74%) to the Tender Offer and Mr. Yamamoto will tender a portion of his Target Company Shares (6,200 shares, ownership ratio: 0.31%) to the Tender Offer respectively. For details on the Tender Agreements, please refer to “① The Tender Agreements” in “(3) Important Agreements Related to the Tender Offer” below.
   The Tender Offer will be implemented based on the assumption that the Tender-Agreed Shares will be tendered. Moreover, the purchase price per Target Company Share in the Tender Offer (JPY2,257; hereinafter, the “Tender Offer Price”) is set at a price discounted by 10.01% (rounded to the nearest hundredth (0.01) percentage point; the same shall apply to the calculation of the discount rate hereinafter) from the closing price of the Target Company Shares of JPY2,508 on the Mothers Market of the TSE on May 20, 2021, the business day before the announcement date of the Tender Offer. Therefore, it is assumed that only the Tender-Agreed Shares will be tendered. In addition, among the Share Options, it is stipulated that the exercise of share options for the 1st Series Share Options is conditional upon the holders of the share options having the position of a director, statutory auditor or an employee of the Target Company at the time of exercising the share options. It is further stipulated that the exercise of share options for the 2nd Series Share Options and 3rd Series Share Options is conditional upon the holders of the share options being a director (excluding directors who are audit and supervisory committee members) or an employee (provided, however, that this condition does not apply in the event that the holder of the share option has retired upon the expiration of his or her term of office or has retired upon reaching the retirement age, or where there are other causes) of the Target Company or the Target Company's affiliated companies at the time of exercising the share options. Given that those stipulations are interpreted to mean that the Tender Offeror would be unable to exercise the Share Options even if it were to acquire them through the Tender Offer, the purchase price per Share Option in the Tender Offer (hereinafter, the “Share Option Price”) is set at JPY1. Therefore, the Share Options are not expected to be tendered. However, given that the Tender Offeror must acquire the Tender-Agreed Shares by way of a tender offer, the Tender Offeror will conduct the Tender Offer, and grant the same opportunity to shareholders of the Target Company other than the Tender-Agreed Shareholders and to the holders of the Share Options (hereinafter, the “Share Option Holders”) to sell their shares.
   Furthermore, the Tender Offer is intended as a means of acquiring the Tender-Agreed Shares, with the aim of converting the Target Company to a consolidated subsidiary of the Tender Offeror. It is not intended as a means of delisting the Target Company Shares. The policy of the Tender Offeror, EMNET and the Target Company is to maintain the listing of the Target Company Shares even after the Tender Offer is consummated. In this case, assuming the fulfillment of the continued listing criteria of the TSE's new market segments (for details, please refer to “① Background and Purpose of the Tender Offer” in “(2) Background, Purpose, and Decision-Making Process of the Decision to Implement the Tender Offer, and the Management Policy after the Tender Offer” below), it is necessary to structure the transaction so that only the Tender-Agreed Shares are tendered to the extent possible. Additionally, considering EMNET's intention to maintain its ownership of around 20% of the Target Company Shares following the Tender Offer, and the intent of the Tender Offeror and EMNET for Mr. Yamamoto to not sell the Target Company Shares owned by Mr. Yamamoto in the Tender Offer to the extent possible, it is impossible for the Tender Offeror to acquire a majority of the Target Company Shares through the Tender Offer. For this reason, under the assumption that the Tender Offeror will make the Target Company a consolidated subsidiary based on International Financial Reporting Standards (“IFRS”), the accounting standards applied to the Tender Offeror, for the purpose acquiring the necessary number of Target Company Shares to achieve making the Target Company a consolidated subsidiary, the Tender Offeror has set the minimum number of shares to be purchased at 791,200 shares (ownership ratio: 40.05%, voting right ratio^*2: 41.40%), the same number of shares as the Tender-Agreed Shares. Therefore, if the total number of share certificates, etc. tendered in the Tender Offer (hereinafter, the “Tendered Share Certificates, etc.”) falls below this minimum number of shares to be purchased, none of the Tendered Share Certificates, etc. will be purchased.
   Moreover, as stated above, the Tender Offer is not intended as a means of delisting the Target Company Shares. The policy of the Tender Offeror, EMNET and the Target Company is to maintain the listing of the Target Company Shares even after the Tender Offer is consummated. However, the ownership ratio of share certificates, etc. of the Tender Offeror and its Special Related Parties (persons stipulated in Article 27-2, Paragraph 7 of the Act; as of today, EMNET is the only Special Related Party who owns the Target Company Share Certificates, etc. and is identified by the Tender Offeror; the same shall apply hereinafter) may exceed two-thirds following the Tender Offer^*3, giving rise in this case to a full purchase obligation and a full solicitation obligation in accordance with the provisions of laws and regulations (Article 27-13, Paragraph 4 of the Act, Article 14-2-2 of the Order for Enforcement of the Financial Instruments and Exchange Act (Government Ordinance No. 321 of 1965, as amended; hereinafter, the “Enforcement Order”), Article 27-2, Paragraph 5 of the Act, and Article 8, Paragraph 5, Item 3 of the Enforcement Order). Accordingly, no maximum number of shares to be purchased has been set. Therefore, if the total number of Tendered Share Certificates, etc. exceeds the minimum number of shares to be purchased (791,200 shares), the Tender Offeror will purchase all of the Tendered Share Certificates, etc.

   [Notes]

   1. *2
      “voting right ratio” is the percentage of voting rights relative to the 19,111 voting rights related to a number of shares (1,911,171 shares) calculated as the sum of (ⅰ) the total number of issued shares of the Target Company (1,881,200 shares) as of May 12, 2021 as described in the Target Company's First Quarterly Report and (ⅱ) the number of Target Company Shares (30,000 shares) issued upon the exercise of 75 units of the 1st Series Share Options from May 13, 2021 to May 21, 2021; for a total number of shares (1,911,200 shares), and (ⅲ) subtracting from this total number of shares (1,911,200 shares) the number of treasury shares (29 shares) owned by the Target Company as of March 31, 2021, as described in the Target Company's Summary of First Quarterly Financial Results.
   2. *3
      Even if the same number of shares as the Tender-Agreed Shares is set as the maximum number of shares to be purchased in the Tender Offer (assuming in this case that the Share Certificates, etc. to be purchased consist of the Target Company Shares only), if Share Certificates, etc. other than the Tender-Agreed Shares are tendered to the Tender Offer, the total number of Tendered Shares, etc. would exceed the maximum number of shares to be purchased. For this reason, in this case, the purchase would be conducted on a pro rata basis pursuant to Article 27-13, Paragraph 5 of the Act, and Article 32 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other Than Issuer (Ministry of Finance Japan Ordinance No. 38 of 1990, as amended) (hereinafter, the “Ordinance”). Depending on the number of Tendered Share Certificates, etc. (specifically, in the case where around 5% or more of the Total Number of Target Company Shares After Adjustment for Diluted Shares is tendered by the Target Company's shareholders other than the Tender-Agreed Shareholders), the number of Target Company Shares that will be owned by the Tender Offeror after the Tender Offer (791,200 shares; ownership ratio: 40.05%) will not vary with the number of Tendered Share Certificates, etc. (provided, however, that variations could likely arise as a result of conducting purchases on the pro rata basis described above). Meanwhile, if EMNET, which is a Tender-Agreed Shareholder and Special Related Party (number of shares owned: 1,180,200 shares; ownership ratio: 59.74%), is unable to sell a portion of the Target Company Shares it has agreed to tender to the Tender Offer (785,000 shares; ownership ratio: 39.74%), and since the number of Target Company Shares to be owned by EMNET following the Tender Offer increases more than initially expected, the Share Certificate, etc. Ownership Ratio after the Tender Offer of the Tender Offeror and its Special Related Party (for details on the calculation method, please refer to “(6) Changes in the Share Certificates, etc. Ownership Ratio after the Purchase” in “2. Summary of the Purchase” below) could exceed two-thirds as the result.

   For this reason, depending on the result of the Tender Offer, the Target Company Shares may meet the delisting criteria for the Mothers Market of the TSE stipulated by the TSE (hereinafter, the “Delisting Criteria”). Should the Target Company Shares appear likely to meet the Delisting Criteria as a result of the Tender Offer, then as described below in “(6) Prospect of and Reasons for Delisting,” the Tender Offeror and the Target Company plan to discuss and deliberate in good faith together on measures to avoid delisting within the one-year period set forth as the grace period until delisting, then execute the optimal measures for maintaining the listing of the Target Company Shares. However, the specific response of the abovementioned measures, the details of their implementation and conditions are not matters to be decided specifically at this time.
   In order for the Tender Offeror to secure additional rights, such as the right to nominate a majority of the directors of the Target Company to obtain substantial control over management of the Target Company, after acquiring the number of Target Company Shares equivalent to the aforementioned minimum number of shares to be purchased, the Tender Offeror executed a Shareholders Agreement with EMNET on May 21, 2021 (hereinafter, the “Shareholders Agreement”; for details on the Shareholders Agreement, please refer to “③ The Shareholders Agreement” in “(3) Matters Related to Important Agreements Concerning the Tender Offer” below.) under which the Tender Offeror plans to convert the Target Company to a consolidated subsidiary.
   According to “Representation of Opinion on the Tender Offer for the Company's Share Certificates, etc. by SoftBank Corp. and announcement of Capital and Business Alliance with SoftBank Corp.” disclosed by the Target Company on May 21, 2021 (hereinafter, the “Target Company Press Release”), the Target Company resolved at a meeting of its Board of Directors held on May 21, 2021 to express its opinion in support of the Tender Offer and given that the Tender Offer is not intended as a means of delisting the Target Company Shares, and the policy is to maintain the listing of the Target Company Shares even after the listing, the Board of Directors resolved to leave up to the judgment of the Target Company's shareholders and the Share Option Holders whether or not to accept the Tender Offer, and to execute the Capital and Business Alliance Agreement with the Tender Offeror.
   For details on the abovementioned resolution by the Board of Directors of the Target Company, please refer to the Target Company Press Release and “③ Approval of all of the Target Company's directors without conflicts of interests (including Audit and Supervisory Committee members)” in “(4) Measures to Ensure the Fairness of the Tender Offer, Including Measures to Ensure the Fairness of the Tender Offer Price and Avoid Conflicts of Interest” below.
2. (2)
   Background, Purpose, and Decision-Making Process of the Decision to Implement the Tender Offer, and the Management Policy after the Tender Offer
   1. ①
      Background and Purpose of the Tender Offer

      The Tender Offeror is a member of SoftBank Group (a group of companies comprising SBG and 1,408 subsidiaries and 535 affiliates (the number of companies as of the end of March 2021), and the same applies hereinafter). The Tender Offeror's main businesses are the Consumer segment (provision of mobile communications, broadband services, and ancillary businesses for individual customers), the Enterprise segment (provision of telecommunications services and solutions for enterprise customers), the Distribution segment (direct sales and wholesale of IT products, mobile accessories, etc.), the Yahoo segment (provision of e-commerce services and advertising-related services, etc.) and Other (businesses not included in the aforementioned segments, such as provision of settlement agency services and smartphone specialized securities). Under the corporate philosophy of “Information Revolution - Happiness for everyone,” SoftBank Group aims to maximize corporate value and become a corporate group that provides the most necessary technologies and services to people around the world, and engages in a variety of businesses in the information and technology field. Against this backdrop, the Tender Offeror possesses know-how regarding sales and marketing cultivated in the telecommunications field and is fully leveraging its knowledge in cutting-edge technology around the world. Through these efforts, the Tender Offeror has positioned expanding its customer base and establishing a new revenue base while providing benefits not only to existing customers but also to society as a whole as its strategy.

      The Tender Offeror has defined the Beyond Carrier strategy as its growth strategy since fiscal year 2017, and it aims to expand its business fields other than telecommunications by harnessing technologies such as Artificial Intelligence (AI). Under this strategy, the Tender Offeror now possesses digital platforms, such as Yahoo! JAPAN (the number of domestic monthly users (as of March 31, 2021): approximately 67 million) and LINE (the number of domestic monthly users (as of March 31, 2021): 88 million), through measures such as the conversion of Z Holdings Corporation into a subsidiary in June 2019 and the integration of its subsidiaries, Z Holdings Corporation and LINE Corporation, in March 2021. In addition, the Tender Offeror is working to support customers' marketing DX^*1 by utilizing data and cutting-edge technologies.

      [Note]

      1. *1
         Marketing DX refers to the efforts by companies to transform and improve their marketing activities by utilizing data and digital technologies.

      On the other hand, the Target Company notes that it can trace its beginnings to the establishment of eMnet Co., Ltd. to serve as the Japanese branch office of EMNET, its South Korean-based parent company, in 2007. The Japanese branch office was created so that EMNET could expand its internet advertising business in Japan. Subsequently, in April 2013 the Target Company was founded with 100%-financing from EMNET under the premise that it would take over business operations from eMnet Co., Ltd., in order to drive further business growth in Japan and realize even more flexible and autonomous business expansion initiatives. The Target Company notes that since its founding, it has adopted the statement “Be a Company that Evolves Together with Clients” as its corporate philosophy. To fulfill the needs of client companies, the Target Company carries out an internet advertising business that provides strategies, management, analysis and improvement services aimed at solving digital marketing issues and facilitating further improvement in profits. One of the features of the Target Company's business is that it has a dedicated service representative system in which one representative provides each client company with a full range of services spanning sales and planning and proposal, implementation, analysis and improvement of advertising on a one-stop basis. Its strengths lie in the ability to provide services from a comprehensive and expert perspective as a consultant on internet advertising. The Target Company has expanded its business through the mainstay services of search-linked advertising^*2 and managed display advertising^*3. The Target Company states that it has listed its shares on the Mothers Market of the TSE since September 2018.

      [Notes]

      1. *2
         Search-linked advertising (listing ads) is advertising shown together with the search results of search engines provided by companies such as Yahoo Japan Corporation, a wholly owned subsidiary of Z Holdings Corporation, which is a consolidated subsidiary of the Tender Offeror, and Google LLC. The advertising is linked to search keywords and is a type of managed advertising in which advertising related to the content of search results pages is shown (advertisements are continuously managed while revising and improving factors such as bidding prices, creativity, advertising spaces, and targets depending on the circumstances of the management). These advertisements enable advertisers to approach customers with needs that have already become apparent.
      2. *3
         Managed display advertising allows advertisements to be shown in the advertising areas of portal sites, blogs and other information viewed by a user by setting demographic data, including the user's gender, age, address, and occupation, and conditions such as the user's interests and concerns. Managed display advertising enables advertisers to reach users who cannot be approached by search-linked advertising and to approach many prospective and potential users.

      In the internet advertising market, which is the Target Company's business field, the needs of client companies are constantly changing because of extremely rapid shifts in the business environment, even as the overall market expands steadily. For this reason, the Target Company recognizes that it will be vital to adapt to changes in the business environment in order to realize further profit growth and improvement of corporate value. Specifically, advances in digital technology can be expected to have a significant impact on corporate management and the internet advertising business, where technological innovation is evolving rapidly. Accordingly, the Target Company notes that addressing new technologies such as these digital technologies will be a crucial task. From the perspective of the customer base, the Target Company states that it has been working to increase the number of projects by offering advertising proposals that include digital shift strategies encouraging customers to shift from advertising in other media to internet advertising particularly to corporate customers headquartered in regions outside of Tokyo.
      The Tender Offeror, under the strategy described above, had constantly considered M&As in the internet advertising field as a growth initiative to further strengthen the marketing DX support framework for the Tender Offeror's customers and to further expand its customer base. Under such circumstance, the Tender Offeror became aware of the existence of the Target Company, which had undertaken agency transactions concerning advertising services with Yahoo Japan Corporation, a subsidiary of the Tender Offeror. The Tender Offeror recognized the Target Company as a firm that has internet advertising management know-how that enables to provide services ranging from strategy development to analysis and improvement on a one-stop basis and a well-balanced customer base not skewed to any particular business sector. The Tender Offeror believed that building an alliance with the Target Company could help it to strengthen its marketing DX support framework. Based on this belief, the Tender Offeror began considering measures to make the Target Company a consolidated subsidiary and form the Capital and Business Alliance in late November 2020. Concurrently, the Tender Offeror initially approached the Target Company with a proposal for the Tender Offeror to make the Target Company a consolidated subsidiary and form the Capital and Business Alliance. Then, as a result of this initial approach, the Tender Offeror received an indication from the Target Company that it could agree to have discussions on the proposal for the Tender Offeror to make the Target Company a consolidated subsidiary and form the Capital and Business Alliance. In addition, based on these considerations, the Tender Offeror believed that the Tender Offeror and the Target Company had an adequately complementary relationship and that the capture of synergies through the conversion of the Target Company into a consolidated subsidiary and the Capital and Business Alliance would contribute to a further increase in the Tender Offeror's corporate value. This belief was based on the Target Company's know-how regarding the internet advertising management field, an area where the Tender Offeror had long believed that it specifically needed to strengthen its hand as it worked to provide support for customers' marketing DX initiatives, and the Target Company's well-balanced customer base, which is not skewed to any particular business sector. For this reason, in early December 2020, the Tender Offeror made an initial request to the Target Company concerning the start of discussions on the Tender Offeror's making the Target Company a consolidated subsidiary and forming the Capital and Business Alliance, with the aim of utilizing their respective management resources and improving the value of services provided by both companies, and the Tender Offeror then obtained approval from the Target Company on starting specific discussions on the matters at hand. Thereafter, in late January 2021 to early February 2021, the Tender Offeror once again explained to the Target Company about the significance and purpose of the Tender Offeror acquiring the Target Company Shares by way of a tender offer and the Tender Offeror and the Target Company forming a capital and business alliance. The Tender Offeror and the Target Company then started specific discussions on achieving those objectives.
      Moreover, in the abovementioned considerations, the Tender Offeror judged that the acquisition of the Target Company Shares through a tender offer would be the best way to make the Target Company a consolidated subsidiary. Furthermore, the Tender Offeror had believed that it would be necessary to receive the tendering of a sizable ratio of the Target Company Shares, amounting roughly to a majority of shares needed to make the Target Company a consolidated subsidiary, from EMNET, the principal and largest shareholder of the Target Company. For these reasons, in late November 2020, the Tender Offeror made contact with EMNET through Mr. Yamamoto, CEO of the Target Company, and examined the willingness of EMNET to allow the Tender Offeror to make the Target Company a consolidated subsidiary and to sell its Target Company Shares to the Tender Offeror for this purpose. In response, the Tender Offeror received an indication from EMNET that it may be willing to discuss the sale of its Target Company Shares. Therefore, in early February 2021, the Tender Offeror began discussions with EMNET for the purpose of allowing the Tender Offeror to make the Target Company a consolidated subsidiary and to acquire the Target Company Shares from EMNET through the Tender Offer. EMNET decided to participate in the discussions because it believed that building a relationship with the Tender Offeror as a new partner of the Target Company would be useful to further improving the Target Company's corporate value, considering the synergies that could be created through collaboration between the Tender Offeror's digital platforms and the Target Company, which are expected to be realized through the Tender Offeror's conversion of the Target Company into a consolidated subsidiary and the Capital and Business Alliance, and because it had hopes for the three companies, namely EMNET, the Target Company and the Tender Offeror, to jointly conduct overseas business expansion initiatives in the future, as EMNET had expected to conduct overseas business expansion initiatives outside of Korea.

      Through these discussions, in early February 2021, the Target Company conveyed its hopes to the Tender Offeror of maintaining the listing of the Target Company Shares on the Mothers Market of the TSE even after the Tender Offer. Moreover, in early February 2021, EMNET conveyed its hopes to continue to own around 20% of the Target Company Shares even after the Tender Offer, in order to continue its business relationship with the Target Company even after the Tender Offer, as EMNET expects to conduct overseas business expansion initiatives outside of Korea going forward. Furthermore, the Tender Offeror and EMNET had expressed their hopes that Mr. Yamamoto, CEO of the Target Company, would remain in his position even after the Tender Offer, and that Mr. Yamamoto would not sell the Target Company Shares that he owns in the Tender Offer to the furthest extent possible, in order to secure Mr. Yamamoto's continuing commitment to the Target Company.

      The Tender Offeror considered a transaction structure that would fulfill these conditions while enabling the Tender Offeror to make the Target Company a consolidated subsidiary. In mid-February 2021, it arrived at the conclusion that a transaction structure would be needed that satisfies the following points:

      1. (ⅰ)
         The TSE's transition to new market segments will be implemented with April 4, 2022 as the transition date for all companies and June 30, 2021 as the record date for the transition. Considering the continued listing criteria for the Growth Market, where the Target Company Shares are expected to be transferred from the Mothers Market, it will be necessary to maintain the ratio of tradable shares of the Target Company^*4 at 25% or more even after the Tender Offer, in order to maintain the listing of the Target Company Shares immediately after the Tender Offer and over the medium and long terms. Meanwhile, if it is assumed that ordinary shareholders tender their shares in the Tender Offer, this could lead to a decrease in tradable shares and the continued listing criteria may not be fulfilled. For this reason, it is necessary to set the Tender Offer Price at a discounted price to the market price of the Target Company Shares, so that the transaction involves the tendering of only the Tender-Agreed Shares to the furthest extent possible.

         [Note]

         1. *4
            In (ⅰ) above, tradable shares have the meaning defined in “Development of Listing Rules for Cash Equity Market Restructuring (second set of revisions)” published by the TSE on December 25, 2020. In “(6) Prospect of and Reasons for Delisting” below, tradable shares have the meaning defined in the Enforcement Rules for Securities Listing Regulations of the TSE as of today.

      2. (ⅱ)
         Under the assumptions of not expecting the tendering of shares from ordinary shareholders as described in (ⅰ) above and ensuring that Mr. Yamamoto will not sell the Target Company Shares that he owns in the Tender Offer to the furthest extent possible, the Tender Offeror will only receive the Target Company Shares to be sold by EMNET (number of owned shares: 1,180,200 shares, ownership ratio: 59.74%). Under these conditions, considering EMNET's hopes, as described above, to continue to own around 20% of the Target Company Shares even after the Tender Offer, it is impossible for the Tender Offeror to acquire a majority of the Target Company Shares through the Tender Offer. For this reason, in order for the Tender Offeror to gain effective control over management of the Target Company, which is required for the Tender Offeror to make the Target Company a consolidated subsidiary under IFRS, the Tender Offeror must first acquire a number of the Target Company Shares equivalent to the minimum number of shares to be purchased in the Tender Offer, and then hold additional rights such as the right to nominate a majority of directors of the Target Company, in order to secure the aforementioned effective control over management. In order to secure these rights with EMNET, which will still be the Target Company's principal shareholder even after the Tender Offer, it is necessary for the Tender Offeror to execute the Shareholders Agreement with EMNET (for details on the Shareholders Agreement, please refer to “③ The Shareholders Agreement” in “(3) Important Agreements Related to the Tender Offer” below.).
      3. (ⅲ)
         In order for the Tender Offeror to fulfill the conditions noted above, and ensure the acquisition of a number of Target Company Shares equivalent to the minimum number of shares to be purchased in the Tender Offer, which is the bare minimum needed to convert the Target Company into a consolidated subsidiary under IFRS, the Tender Offeror must acquire a portion of the Target Company Shares owned by Mr. Yamamoto (6,200 shares, ownership ratio: 0.31%) from Mr. Yamamoto, in addition to acquiring shares from EMNET. Moreover, if the acquisition of Target Company Shares from Mr. Yamamoto stays within the aforementioned level, it is believed that there will be no problems with securing Mr. Yamamoto's continuing commitment to the Target Company after the Tender Offer.

      Subsequently, in late February 2021 to early March 2021, the Tender Offeror made a proposal on advancing consideration of the Tender Offer based on the assumptions of the abovementioned items (ⅰ) to (ⅲ) to the Tender-Agreed Shareholders and the Target Company and reached an agreement on this matter.

      Following this agreement, the Tender Offeror conducted due diligence of the Target Company from mid- to late-March 2021. In parallel, the Tender Offeror conducted negotiations with the Tender-Agreed Shareholders on the number of the Tender-Agreed Shares and the Tender Offer Price until early May 2021. Additionally, the Tender Offeror also conducted negotiations with EMNET on the matters to be provided in the Shareholders Agreement (for details on the Shareholders Agreement, please refer to “③ The Shareholders Agreement” in “(3) Important Agreements Related to the Tender Offer” below.). During those negotiations, the Tender Offeror, the Target Company, and EMNET began considering executing a tri-party agreement (hereinafter, the “Tri-Party Agreement.” For details on the Tri-Party Agreement, please refer to “④ The Tri-Party Agreement” in “(3) Important Agreements Related to the Tender Offer” below; also, the Tender Offer, the Capital and Business Alliance and the Tri-Party Agreement shall be collectively referred to as the “Transaction” hereinafter), in order to establish an agreement on maintaining ownership ratios pertaining to the Target Company Shares of the Tender Offeror and EMNET after the Tender Offer. Alongside the matters described above, the Tender Offeror, the Target Company and EMNET also conducted negotiations on the matters to be provided in this agreement.

      Furthermore, the Tender Offeror and the Tender-Agreed Shareholders agreed that each Tender-Agreed Shareholder would tender the Tender-Agreed Shares to the Tender Offer, and that the Tender Offer Price shall be set at a price discounted by 10% (amounts less than JPY1 shall be rounded down) from the lower of either (ⅰ) the closing price of the Target Company Shares on the Mothers Market of the TSE on May 20, 2021, the business day before the announcement date of the Tender Offer; or (ⅱ) the simple average closing price of the Target Company Shares on the Mothers Market of the TSE over the one-month period ending on May 20, 2021 (rounded to the nearest whole yen; the same applies to the calculation of the simple average closing prices hereinafter), since the Tender Offeror believed it would be desirable to set the Tender Offer Price considering not only the share price on the business day before the announcement date of the Tender Offer, but also the share price over a certain period before the announcement to reduce the impact of short-term and rapid share price movements as much as possible, and the Tender Offeror executed the Tender Agreements with the Tender-Agreed Shareholders on May 21, 2021. On the same day, the Tender Offeror executed the Shareholders Agreement with EMNET (For details on the Shareholders Agreement, please refer to “③ The Shareholders Agreement” in “(3) Important Agreements Related to the Tender Offer” below.).

      The Tender Offer is not intended as a means of delisting the Target Company Shares. It is the policy of the Tender Offeror, EMNET and the Target Company to maintain the listing of the Target Company Shares even after the Tender Offer is consummated. However, in the process of the Tender Offeror's conducting a detailed review toward implementing the Tender Offer, it was found in late April 2021 that in the Tender Offer, the share certificates, etc. ownership ratio of the Tender Offeror and its Specially Related Parties may exceed two-thirds after the Tender Offer (For details, please refer to^*3 in “(1) Summary of the Tender Offer” above.), giving rise in this case to a full purchase obligation and a full solicitation obligation in accordance with the provisions of laws and regulations (Article 27-13, Paragraph 4 of the Act, Article 14-2-2 of the Enforcement Order, Article 27-2, Paragraph 5 of the Act, and Article 8, Paragraph 5, Item 3 of the Enforcement Order). For this reason, the Tender Offeror has decided to include the Share Options in the share certificates, etc. that it will purchase. Among the Share Options, it is stipulated that the exercise of share options for the 1st Series Share Options is conditional upon the Share Option Holder having the position of a Director, Statutory Auditor, or an employee of the Target Company at the time of exercising the share options. It is further stipulated that the exercise of share options for the 2nd Series Share Options and 3rd Series Share Options is conditional upon the Share Option Holder being a Director (excluding Directors who are Audit and Supervisory Committee members) or an employee (provided, however, that this condition does not apply if the Share Option Holder has retired upon the expiration of his or her term of office or has retired upon reaching the fixed retirement age, or where there are other legitimate reasons) of the Target Company or the Target Company's affiliated companies at the time of exercising the share options. Given that those stipulations are interpreted to mean that the Tender Offeror would be unable to exercise the Share Options even if it were to acquire them through the Tender Offer, the Tender Offeror decided to set the Share Option Price at JPY1 per share option on May 21, 2021.
      In addition to the aforementioned matters, from early December 2020 onward, the Tender Offeror and the Target Company conducted discussions on several occasions about the synergies anticipated from the Capital and Business Alliance and the specific methods, details and other matters pertaining to the Capital and Business Alliance.
      The Tender Offeror and the Target Company aim to promote marketing DX by mutually utilizing their management resources. Concurrently, the Tender Offeror and the Target Company will leverage the features of both companies through the conversion of the Target Company into a consolidated subsidiary of the Tender Offeror, with the aim of realizing the synergies described below:

      1. (ⅰ)
         Strengthen the marketing DX support framework
         The Tender Offeror will work to strengthen the marketing DX support framework by coordinating its know-how regarding sales and marketing cultivated in the telecommunications field, its digital platforms, such as Yahoo! JAPAN and LINE, and data utilization, and the Target Company's know-how regarding internet advertising management. The Tender Offeror and the Target Company will strengthen their frameworks and develop new services by using both companies' management resources. Through these efforts, the Tender Offeror and the Target Company believe that they can improve the value of the services they provide and help to solve clients' issues regarding awareness of products and services and attracting customers.
      2. (ⅱ)
         Expand the customer bases of the Tender Offeror and the Target Company
         The Tender Offeror has a customer base spanning several business sectors centered on large companies, whereas the Target Company has a customer base that covers a wide range of areas centered on small and medium-sized companies. Through personnel interactions between the Tender Offeror and the Target Company, sales and marketing know-how will be shared between the two companies. The Tender Offeror believes that this sharing of sales and marketing know-how will lead to an expansion of the customer bases of both companies.
      3. (ⅲ)
         Mutual use of knowledge and technology by the Tender Offeror and Target Company
         The Tender Offeror and Target Company will consider mutually using their knowledge and technologies in digital fields. Specifically, the Tender Offeror will deploy its knowledge and technology related to automation of business processes at the Target Company. By doing so, the Tender Offeror believes that the Target Company will be able to concentrate its resources on higher value-added operations. Moreover, the Target Company will provide insourcing support services related to digital marketing to the Tender Offeror's customers, the Tender Offeror's group companies and related entities so that they can carry out digital marketing activities in-house. Through these efforts, it is believed that the marketing-related operations of the Tender Offeror's customers, the Tender Offerors' group companies and related entities can be made even more efficient.
      As described above, the two companies agreed on the principle that making the Target Company a consolidated subsidiary by implementing the Tender Offer and the Capital and Business Alliance would be highly effective means of increasing the respective corporate value and shareholder value of both companies. Accordingly, by the decision of Junichi Miyakawa, President & CEO of the Tender Offeror, the Tender Offeror decided on May 21, 2021 to execute the Capital and Business Alliance Agreement with the Target Company, and in accordance with the provisions of such agreement, to implement the Tender Offer for the purpose of strengthening the business platform and driving sustained growth of both the Tender Offeror and the Target Company and converting the Target Company into a consolidated subsidiary of the Tender Offeror, by acquiring a portion of the shares owned by the Tender-Agreed Shareholders.

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