DeNA : Notice of DATA HORIZON Capital & Business Alliance, Tender Offer for Common Shares of DATA HORIZON and Acceptance of Third-Party Allotment

The following information was originally prepared and published by DeNA Co., Ltd. in Japanese as it contains timely disclosure materials to be submitted to the Tokyo Stock Exchange. This English translation is for your convenience only. To the extent there is any discrepancy between this English translation and the original Japanese version, please refer to the Japanese version.

	June 29, 2022
Company name:	DeNA Co., Ltd.
	(TSE Prime Stock Code: 2432)
Name of representative:	Shingo Okamura, President & CEO
Contact person:	Jun Oi, Member of the Board, CFO
Tel.:	03-6758-7200

Notice on the Conclusion of Capital & Business Alliance Agreement with DATA HORIZON CO., LTD. (Securities Code: 3628), Commencement of Tender Offer for the Common Shares of

DATA HORIZON CO., LTD. and Acceptance of Third-Party Allotment

DeNA Co., Ltd. (hereinafter the "Tender Offeror" or "DeNA") today decided to acquire the common shares (hereinafter the "Target Company Shares") of DATA HORIZON CO., LTD. (Securities Code: 3628, Growth Market, Tokyo Stock Exchange, Inc. (hereinafter "Tokyo Stock Exchange"); hereinafter the "Target Company"), through the following tender offer (hereinafter the "Tender Offer") as prescribed under the Financial Instruments and Exchange Act (Act No. 25 of 1948 as amended, hereinafter the "Act"), and to accept third-party allotment made by DATA HORIZON CO., LTD. DeNA shall engage in a series of transactions given below based on the intention of turning DATA HORIZON CO., LTD. into its consolidated subsidiary.

1. Purpose of Purchase, etc.

1. Outline of the Tender Offer
   As of today, the Tender Offeror holds 1,370,100 shares of the Target Company Shares listed on the Growth Market of the Tokyo Stock Exchange (ownership ratio after reflecting the potentially dilutive shares before capital increase at 12.68%, while ownership ratio after reflecting the potentially dilutive shares after capital increase at 10.69%) (Note 1) (hereinafter the Target Company Shares held by the Tender Offeror as of today referred to as the "Shares Held by the Tender Offeror Before the Transactions").
   (Note 1) In this release, "ownership ratio after reflecting the potentially dilutive shares before capital increase" refers to the ratio of the number of shares held by the Tender Offeror (rounded off to two decimal places, hereinafter the same in the calculation of the ownership ratio after reflecting the potentially dilutive shares before capital increase), against the 10,804,629 shares as calculated by subtracting 75,051 treasury shares owned by the Target Company as of March 31, 2022 as stated in its financial results for the third quarter of the fiscal year ending June 30, 2022, (JGAAP; consolidated; hereinafter the "Financial Results") as announced by the Target Company on May 13, 2022, from the total number of outstanding shares in the Target Company at 10,695,180 as of March 31, 2022 as stated in the Financial Results, and adding the Target Company Shares of 184,500 to be delivered upon exercise of 615 stock acquisition rights issued today, which are the sum of the following (hereinafter the

collectively the "Stock Acquisition Rights"): 125 stock acquisition rights (representing 37,500 shares to

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be delivered upon exercise thereof, as calculated in consideration of the impact the three-for-one split of the Target Company Shares on October 1, 2021, hereinafter the same), issued by the Target Company based on the resolution of the Board of Directors meeting held on August 19, 2019; 240 stock acquisition rights (representing 72,000 shares to be delivered upon exercise thereof) issued based on the resolution of the Board of Directors meeting held on August 14, 2020; 200 stock acquisition rights (representing 60,000 shares to be delivered upon exercise thereof) issued based on the resolution of the Board of Directors meeting held on May 25, 2021; and 50 stock acquisition rights (representing 15,000 shares to be delivered upon exercise thereof) issued based on the resolution of the Board of Directors meeting held on August 24, 2021. On the other hand, the "ownership ratio after reflecting the potentially dilutive shares after capital increase" refers to the ratio of the number of shares held by the Tender Offeror (rounded off to two decimal places, hereinafter the same in the calculation of the ownership ratio after reflecting the potentially dilutive shares after capital increase), against the 12,821,229 shares as calculated by subtracting 75,051 treasury shares owned by the Target Company as of March 31, 2022 as stated in the Financial Results, from the total number of outstanding shares in the Target Company at 10,695,180 as of March 31, 2022, as stated in the Financial Results, and adding the Target Company Shares of 184,500 to be delivered upon exercise of the 615 Stock Acquisition Rights issued by the Target Company as of today, and then further adding the number of the Target Company Shares to be acquired by the Tender Offeror through the third-party allotment proposed on this occasion (as defined in "2) The Third-Party Allotment," hereinafter the same).

The Tender Offeror will carry out the Tender Offer as part of a series of transactions (hereinafter the "Transactions") with the objective of turning the Target Company into the Tender Offeror's consolidated subsidiary. The Transactions would not envisage delisting of the Target Company Shares, and the Tender Offeror as well as the Target Company is determined to maintain the listing of the Target Company Shares after the Transactions.

The Transactions shall consist of the following 1) to 3) transactions. The Tender Offeror and the Target Company reached on June 29, 2022, the capital & business alliance agreement regarding the Transactions (hereinafter the "Capital & Business Alliance Agreement"). For the outline of the Capital

• Business Alliance Agreement, please refer to "(3) Significant agreements, etc. in respect of the Transactions" described hereunder.

1. The Tender Offer
   The Tender Offeror intends to conduct a tender offer for the Target Company Shares with a view to acquiring the Target Company Shares from the shareholders of the Target Company including Mr. Yoshio Utsumi who is the largest shareholder and Representative Director & President (owning 2,121,900 shares with ownership ratio after reflecting the potentially dilutive shares before capital increase at 19.64%, while ownership ratio after reflecting the potentially dilutive shares after capital increase at 16.55%, hereinafter "Mr. Utsumi"). No offer of stock acquisition rights shall be made.
2. The Third-Party Allotment
   Subject to the implementation of the Tender Offer, a third-party allotment (hereinafter the "Third- Party Allotment") shall be carried out, in which newly issued common shares of the Target Company shall be accepted by the Tender Offeror. In the Third-Party Allotment, the Tender Offeror shall accept 2,016,600 of the Target Company Shares (ownership ratio after reflecting the potentially dilutive shares after capital increase at 15.73%) in return for the payment of 3,399,988 thousand yen, which shall be made on the business day prior to the settlement commencement date of the Tender Offer (scheduled to be August 4, 2022, or, in case of extension of the tender offer period, the settlement commencement date after such extension). Payment for the Third-Party Allotment is required to be

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made in the period between July 29, 2022 which is the day following the final day of the tender offer period the settlement commencement date, and August 28, 2022, because extension of the period of the Tender Offer automatically defers the aforementioned payment date.

The paid-in amount of the Third-Party Allotment at 1,686 yen is set at the same amount as the closing price of the Target Company Shares on June 28, 2022, the business day prior to the date of resolution on the Third-Party Allotment at the Board of Directors meeting of the Target Company.

1. Assistance to enable the Target Company to turn DeSC Healthcare, Inc. into its subsidiary
   DeSC Healthcare, Inc. (hereinafter "DeSC") was established on the basis of a joint venture agreement between the Tender Offeror and Sumitomo Corporation (hereinafter "Sumitomo") in February 2015. As of today, the Tender Offeror holds 95% of DeSC's issued shares (hereinafter "DeSC Shares"), and Sumitomo holds the remaining 5%. The Tender Offeror is scheduled to transfer all of its DeSC Shares (95% of issued DeSC Shares) to the Target Company for 3,400,008,276 yen, subject to the conversion of the Target Company into the Tender Offeror's consolidated subsidiary through the Tender Offer and the Third-Party Allotment. The transfer is scheduled to occur on October 1, 2022. After October 1, 2022 Sumitomo is expected to continue to hold its DeSC Shares.
   DeSC and the Target Company concluded a business alliance agreement on April 2, 2020 to support health promotion for people and initiatives to rationalize national medical costs in Japan. As DeSC and the Target Company enhanced their alliance, they claimed that it would be possible to integrate the Target Company and DeSC databases, create a database of the insured throughout Japan that covers health insurance societies through local governments, and accelerate initiatives in the data use business, which is in the public interest. For this reason, as a part of the Transactions DeSC is planned to be converted into subsidiary of the Target Company (hereinafter the "DeSC Subsidiary Conversion"). The implementation of the Third-Party Allotment in addition to the Tender Offer was decided due to the fact that the Target Company was in need of funds for the DeSC Subsidiary Conversion. It was reported that the intended use of the funds raised through the Third-Party Allotment would be as the purchase funds required to acquire all DeSC Shares held by the Tender Offeror (95% of issued DeSC Shares).
   The upper limit and lower limit of the number of shares to be purchased in the Tender Offer shall be 3,148,600 shares, which has been set to ensure that 1,370,100 shares held by the Tender Offeror before the Transactions (ownership ratio after reflecting the potentially dilutive shares after capital increase at 10.69%) added to the number of shares to be purchased through the Tender Offer of 3,148,100 (ownership ratio after reflecting the potentially dilutive shares after capital increase at 24.56%) as well as the Target Company Shares to be acquired by the Tender Offeror through Third- Party Allotment of 2,016,600 shares (ownership ratio after reflecting the potentially dilutive shares after capital increase at 15.73%) should amount to 6,535,300 shares (or 50.97% in terms of ownership ratio after reflecting the potentially dilutive shares after capital increase).
   Therefore, if the total number of tendered share certificates, etc. for the Tender Offer (referring to the share certificates, etc. for which shareholders accepted the Tender Offer; hereinafter the same) falls short of the lower limit of the scheduled number of shares to be purchased (3,148,600 shares), none the tendered share certificates, etc. shall be purchased. On the other hand, if the total number of the tendered share certificates, etc. exceeds the maximum number of share certificates, etc. to be purchased (3,148,600 shares), the excess will not be purchased in whole or in part, and delivery and other settlement procedures relating to the purchase, etc. of the share certificates, etc. will be conducted through the pro rata method prescribed in Article 27-13, paragraph 5 of the Act, as well as Article 32 of the Cabinet Office Ordinance Regarding Disclosure of Tender Offer for Share

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Certificates, etc., by Entities Other Than Issuers (Ordinance of Ministry of Finance No. 38 of 1990 as amended, hereinafter the "Cabinet Office Ordinance").

As part of the Tender Offer, and with respect to Target Company Shares owned by 1. Mr. Utsumi (Number of shares owned: 2,121,900 shares, Ownership ratio after reflecting the potentially dilutive shares before capital increase: 19.64%, Ownership ratio after reflecting the potentially dilutive shares after capital increase: 16.55%), 2. Mr. Mitsugu Iwasa (No. 7 shareholder of the Target Company, Number of shares owned: 376,200 shares, Ownership ratio after reflecting the potentially dilutive shares before capital increase: 3.48%, Ownership ratio after reflecting the potentially dilutive shares after capital increase: 2.93%), 3. Mr. Sadao Watanabe (No. 5 shareholder of the Target Company, Number of shares owned: 403,900 shares, Ownership ratio after reflecting the potentially dilutive shares before capital increase: 3.74%, Ownership ratio after reflecting the potentially dilutive shares after capital increase: 3.15%), 4. Mr. Taketo Watanabe (No. 11 shareholder of the Target Company, Number of shares owned: 280,500 shares, Ownership ratio after reflecting the potentially dilutive shares before capital increase: 2.60%, Ownership ratio after reflecting the potentially dilutive shares after capital increase: 2.19%), 5. Ms. Reiko Watanabe (No. 35 shareholder of the Target Company, Number of shares owned: 33,000 shares, Ownership ratio after reflecting the potentially dilutive shares before capital increase: 0.31%, Ownership ratio after reflecting the potentially dilutive shares after capital increase: 0.26%), 6. Watanabe Juken Co., Ltd. (No. 13 shareholder of the Target Company, Number of shares owned: 177,000 shares, Ownership ratio after reflecting the potentially dilutive shares before capital increase: 1.64%, Ownership ratio after reflecting the potentially dilutive shares after capital increase: 1.38%), 7. KITASHIRO Co., Ltd. (No. 19 shareholder of the Target Company, Number of shares owned: 74,000, Ownership ratio after reflecting the potentially dilutive shares before capital increase: 0.68%, Ownership ratio after reflecting the potentially dilutive shares after capital increase: 0.58%), and 8. Bridge Capital Asset Management Co., Ltd. who submitted a change report number 3 pursuant to Article 27-26 (2) (ii) on June 22, 2022 regarding the Target Company shares (hereinafter referred to as "BCAM." According to said report (as of June 15, 2022): Number of shares owned: 730,200 shares, Ownership ratio after reflecting the potentially dilutive shares before capital increase: 6.76%, Ownership ratio after reflecting the potentially dilutive shares after capital increase: 5.70%. The same shall apply hereinafter for BCAM's number of shares owned, ownership ratio after reflecting the potentially dilutive shares before capital increase, and ownership ratio after reflecting the potentially dilutive shares after capital increase) (hereinafter Messrs. Utsumi, Mitsugu Iwasa, Sadao Watanabe, Taketo Watanabe, Reiko Watanabe, Watanabe Juken, KITASHIRO and BCAM collectively referred to as the "Accepting Shareholders"), a portion of said Target Company Shares ((1) For Mr. Utsumi 2,021,900 shares (Ownership ratio after reflecting the potentially dilutive shares before capital increase: 18.71%, Ownership ratio after reflecting the potentially dilutive shares after capital increase: 15.77%), (2) For Mr. Mitsugu Iwasa 184,000 shares (Ownership ratio after reflecting the potentially dilutive shares before capital increase: 1.70%, Ownership ratio after reflecting the potentially dilutive shares after capital increase: 1.44%), (3) for Mr. Sadao Watanabe 320,000 shares (Ownership ratio after reflecting the potentially dilutive shares before capital increase: 2.96%, Ownership ratio after reflecting the potentially dilutive shares after capital increase: 2.50%), (4) for Mr. Taketo Watanabe 100,000 shares (Ownership ratio after reflecting the potentially dilutive shares before capital increase: 0.93%, Ownership ratio after reflecting the potentially dilutive shares after capital increase: 0.78%), (5) for Ms. Reiko Watanabe 33,000 shares (Ownership ratio after reflecting the potentially dilutive shares before capital increase: 0.31%, Ownership ratio after reflecting the potentially dilutive shares after capital increase: 0.26%), (6) for Watanabe Juken 100,000 shares (Ownership ratio after reflecting the potentially dilutive shares before capital increase: 0.93%, Ownership ratio after reflecting the potentially dilutive shares after capital increase: 0.78%), (7) for KITASHIRO 36,000 shares (Ownership ratio after reflecting the potentially

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dilutive shares before capital increase: 0.33%, Ownership ratio after reflecting the potentially dilutive

shares after capital increase: 0.28%), (8) for BCAM, the fund operated by BCAM as an investment manager has 353,600 shares (Ownership ratio after reflecting the potentially dilutive shares before capital increase: 3.27%, Ownership ratio after reflecting the potentially dilutive shares after capital increase: 2.76%). (1) to (8) in total hold 3,148,500 shares, Ownership ratio after reflecting the potentially dilutive shares before capital increase: 29.14%, Ownership ratio after reflecting the potentially dilutive shares after capital increase: 24.56%), the Tender Offeror, on June 29, 2022, entered into agreement on the acceptance of the Tender Offer (hereinafter the collectively the "Acceptance Agreement") individually with each of the Accepting Shareholders. If the total number of the tendered share certificates, etc. exceeds the maximum number of share certificates, etc. to be purchased (3,148,600 shares), the excess will not be purchased in whole or in part, and delivery and other settlement procedures relating to the purchase, etc. of the share certificates, etc. will be conducted through the pro rata method prescribed in Article 27-13, paragraph 5 of the Act, as well as Article 32 of the Cabinet Office Ordinance. In this case the Accepting Shareholders shall retain a portion of the Target Company Shares even after the Tender Offer. Regarding the policy for holdings of Target Company Shares by the Accepting Shareholders after the Tender Offer, any assignment, transfer, succession, lending, creation of security interest or any other disposition of the Target Company Shares in part or in whole (including application for the Tender Offer and secondary offering of shares, hereinafter referred to as "Assignment, etc.") by Mr. Utsumi, as well as any provision of information, proposal, solicitation, deliberation, or negotiation regarding the Assignment, etc. of shares, etc. of the Target Company is prohibited under the Acceptance Agreement from the date of conclusion of the Acceptance Agreement with Mr. Utsumi until the date Mr. Utsumi loses his position as representative director of the Target Company. In addition, Mr. Utsumi has agreed to not make any agreement for assignment, succession, or other acquisition or any agreement with a third party related to shares, etc. of the Target Company prescribed in Article 27-2, paragraph 7, item 2 of the Act from the date of conclusion of the Acceptance Agreement with Mr. Utsumi until the date Mr. Utsumi loses his position as representative director of the Target Company. For Accepting Shareholders other than Mr. Utsumi, there is no special arrangement between the Tender Offeror and the Accepting Shareholders, and policy on ownership for these Accepting Shareholders for the Target Company's shares has not been confirmed for the period. There is no plan to confirm any such policy. For the outline of the Acceptance Agreement, please refer to "(3) Significant agreements, etc. in respect of the Transactions" described hereunder.

The "Notice on the Statement of Opinion Regarding the Tender Offer for the Company's Share Certificates, etc. by DeNA Co., Ltd." released by the Target Company on June 29, 2022 (hereinafter the "Target Company Press Release"), stated that unanimous consent to the Tender Offer was reached at the Board of Directors meeting held on June 29, 2022 by eight of the 10 Directors of the Target Company (including Directors serving as the Audit and Supervisory Committee Members), other than Mr. Utsumi, Representative Director of the Target Company and who is expected to conclude the Acceptance Agreement with respect to part of the Target Company Shares he owns, and Mr. Sho Segawa (hereinafter "Mr. Segawa") who is an employee of the Tender Offeror and concurrently serves as Representative Director of DeSC, a consolidated subsidiary of the Tender Offeror. The Target Company Press Release also stated that while purchase price per Target Company Share in the Tender Offer (hereinafter the "Tender Offer Price") was considered reasonable, in light of the value of the Target Company Shares as calculated by a third-party appraiser Houlihan Lokey, Inc. (hereinafter the "Houlihan Lokey"), the Board of Directors decided, in view of the Tender Offer involving the number of shares to be purchased capped by an upper limit, and the policy to have the Target Company Shares remain listed after the Tender Offer, to do no more than taking the neutral standpoint, leaving the

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