March 29, 2024
For Immediate Release
Company name: SEPTENI HOLDINGS CO., LTD.
Representative: Representative Director
Yuichi Kouno(TSE Standard Code: 4293)

Information Regarding Controlling Shareholders, etc.
SEPTENI HOLDINGS CO., LTD. (the “Company”) hereby announces the information regarding controllingshareholders, etc., with regard to the parent company, Dentsu Group Inc.
1. Name of the Parent Company, Controlling Shareholders (excluding the Parent Company) and Other
Related Companies or Their Parent Companies(As of December 31, 2023)
CategoryNameParent Company

Dentsu Group Inc.

Percentage ofvoting rights (%)
52.56

Financial instruments exchange, etc., onwhich shares are listed
Prime Market ofTokyo Stock Exchange, Inc.

2. Position of the Company in the Corporate Group of the Parent Company and Relationship between theCompany and the Parent CompanyDentsu Group Inc. is the parent company with 52.56% of the Company’s voting rights as of December 31,
2023, and the Company is a consolidated subsidiary of Dentsu Group Inc.
In addition, on October 28, 2021, the Company and Dentsu Group Inc. entered into a capital and businessalliance agreement. The Company has established a good relationship with the parent company under thisagreement.
The status of concurrent serving as officers and acceptance of employees on loan as of December 31, 2023 is asfollows. One of the Company’s directors is concurrently serving as the Executive Officer of dentsu Japan of Dentsu
Group Inc. and the Managing Executive Officer of Dentsu Inc., a subsidiary of the Dentsu Group Inc. The
appropriate director is in a position to supervise business execution in order to increase the Company’s corporate
value as its non-executive director.
In addition, with respect to transactions with the parent company, management support fees are determined by
the contract between the parties taking into account the nature of the operations, and the interest rate on the fundtransactions is determined by reference to market interest rates in the same manner as for general transactions. Dueto these various measures, the Company believes that its independence from the parent company, etc. is sufficiently
assured for its business operations. As a listed company with a parent company, the Company has agreed tomaintain the autonomy and independence in the relationship with the parent company under an agreement between
the parties.

13. Matters Regarding Transactions with Controlling Shareholders, etc.
(Thousand yen)

Category

Name

Subsidiary ofparent
Dentsu Inc.
company

Parentcompany(Notes) 1.
2.
3.

4.

5.

6.

DentsuGroup Inc.

FY2022(From October 1, 2021 toSeptember 30, 2022)

FY2023(From October 1, 2022 to
December 31, 2023)

Transaction
amountUnsettledbalance

Transaction
amountUnsettledbalance

Sales of advertisement(Note) 1

19,141,813

2,536,653

22,752,610

2,129,395

Loaning of funds(Note) 3

1,045,853–––

Collection of funds(Note) 3

1,218,798–––

Receiving interest(Note) 3188–––

6,218,308–––

Transaction content

Share exchange(Note) 4

Share transfer
31,249,999–––(Note) 5
Issuance of sharesthrough third-party
32,605,239–––
allotment (Note)6
The transaction amount represents “net sales” and “cost of sales,” which are presented in gross amounts.
The transactions with the parent company and subsidiary of the parent company above are determined afternegotiations while considering market prices and business content.
Some of the Company’s consolidated subsidiaries participated in CMS (cash management system) introducedby Dentsu Group Inc. However, CMS contracts between these consolidated subsidiaries and Dentsu Group
Inc. have been cancelled. The interest rate on loans is reasonably determined by considering market interest
rates. The transaction amounts are stated as the average of the increases and decreases throughout the fiscalyear.
The share exchange aimed to make Dentsu Direct Inc. a wholly-owned subsidiary of the Company, and theshare exchange ratio was reasonably determined through negotiations based on the calculation by anindependent third-party institution. Furthermore, the transaction price was reasonably determined throughnegotiations based on the calculation by an independent third-party institution.
The transfer of shares aimed to convert Dentsu Digital Inc. into an equity method affiliate of the Company,
and the transaction price was reasonably determined through negotiations based on the price calculated by anindependent third-party institution.
The transaction price for the issuance of shares through third-party allotment was reasonably determinedthrough negotiations based on the price calculated by an independent third-party institution.

4. Status of Implementation of the Policy Concerning Measures to Protect Minority Shareholders inTransactions with Controlling Shareholders
The Company’s Board of Directors is composed of a majority of independent outside directors, and decisions
concerning its management are made through discussions based on the protection of minority shareholders. For thisreason, the Company has determined that it will not harm the interests of itself or its minority shareholders.

■Contact Information
IR Department, CEO OfficeE-mail: ir@septeni-holdings.co.jp

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