October 8, 2013
FOR IMMEDIATE RELEASE
MACROMILL, INC.
Company Representative: Tetsuya Sugimoto, Chairman and President(Code no.: 3730, First Section of Tokyo Stock Exchange)
Contact: Naoya Sugiyama, Director
TEL: +81-3-6716-0700

Notice of Start of Exclusive Negotiations and Execution of Basic Agreement
Regarding Acquisition of Shares of DENTSU MARKETING INSIGHT INC.

MACROMILL, INC. (the "Company") announces that at a meeting of the Board of Directors held on October
8, 2013, it resolved to execute a basic agreement with DENTSU INC. ("Dentsu") for negotiations for theacquisition of 51% of the shares of DENTSU MARKETING INSIGHT INC. ("Dentsu Marketing Insight").
Macromill, Dentsu and Dentsu Marketing Insight will negotiate to execute the share transfer agreement for theexclusive negotiation period within the year, and also consider various related actions.

1. Reasons for commencing negotiations for share acquisition
As announced in the "Notice of execution of business partnership agreement for internet research businessby Macromill, Dentsu and Dentsu Marketing Insight and establishment of joint venture by Macromill andDentsu Marketing Insight" dated December 21, 2011, the Company has executed a business partnershipagreement with Dentsu and Dentsu Marketing Insight and established Dentsu Macromill Inc. ("DentsuMacromill") through joint investment with Dentsu Marketing Insight to stabilize and strengthen thebusiness base of the internet research field.
Subsequently, the Company and Dentsu considered further strengthening the relationship. This led tonegotiations for the management/operation of Dentsu Marketing Insight as the joint corporation of theCompany and Dentsu to further enhance the value of the solutions provided by Dentsu to its clients.
Dentsu Marketing Insight receives orders for marketing research mainly from Dentsu. It retains numerous
researchers with extensive experience in the research industry, and therefore boasts of "outstanding
capabilities to provide integrated solutions."
On the other hand, the Company mainly provides an Internet research service, emphasizing systematizationand efficiency. We have also made efforts to provide advanced solutions and develop and consider newmarketing methods to meet a wide range of demands from customers. In addition, the Company isundertaking global expansion in China and South Korea and engaging in the database business.
As the negotiations proceed, the Company has become aware that Dentsu Marketing Insight is promoting
the business in the same direction we are aiming towards. This has led to the conclusion that the mutual
cooperation through the sharing of knowledge and assets between the Company and Dentsu Marketing
Insight will secure the provision of high quality service that retains competitiveness and the development of
new marketing methods in a more reliable manner.
Consequently, the Company has decided to execute the basic agreement to commence negotiations for theacquisition of 51% of the shares of Dentsu Marketing Insight and the management/operation of Dentsu
Marketing Insight as the joint corporation of the Company and Dentsu.

-1-2. Outline of the Subsidiary (DENTSU MARKETING INSIGHT INC.) (as of September 30, 2013)
(1)

Name

DENTSU MARKETING INSIGHT INC.

(2)

Address
Name and title ofrepresentative

7-4-17, Ginza, Chuo-ku, Tokyo(3)

Makoto Arai, President and CEO(4)

Business description

1. Marketing planning and support service
2. Marketing research planning, implementation and analysis service
3. Information collection, data provision and analysis service
4. Database planning, design, operation, support and other services
5. Other information processing service(5)

Capital

320 million yen(6)Date of establishment
Major shareholder
and shareholding

November 1, 1967

(7)

(8)

(9)

Relationships
between the listedcompany and Dentsu
Marketing Insight

DENTSU INC. 100.0%

Capitalrelationships

There are no capital relationships to note between theCompany and Dentsu Marketing Insight.
It should be noted that the Company and Dentsu
Marketing Insight established Dentsu Macromill on April
2, 2012 through joint investment (capital interest ratio:
60% for Dentsu Marketing Insight and 40% for theCompany).

Personnel
relationships

There are no personnel relationships to note between theCompany and Dentsu Marketing Insight.
The Company dispatches one (1) director and twelve (12)employees to Dentsu Macromill, the affiliate of theCompany and the subsidiary of Dentsu Marketing Insight.

Businessrelationships

There are no business relationships to note between theCompany and Dentsu Marketing Insight.
It should be noted that the Company lends part of "AIRs,"
the automatic Internet research system, to Dentsu
Macromill.

Whether or notDentsu Marketing
Insight constitutesa related party

Dentsu Marketing Insight does not constitute a party
related to the Company. In addition, the persons concernedand affiliates of Dentsu Marketing Insight do notconstitute a party related to the Company.

Operating results and financial position of Dentsu Marketing Insight for the last three years (on a nonconsolidated basis)in million yen
Fiscal year
Net assets
Total assets
Net assets per share
Net sales
Operating income
Ordinary income
Net income
Net income per share
Dividend per share

FY2011/3

FY2012/3

2,638
3,334
4,123.4 yen
4,553
39722743.47 yen
21.74 yen

-2-

3,426
4,429
5,354.0 yen
4,567
(4)
9984
1,538.50 yen
792.30 yen

FY2013/3
3,240
4,446
5,062.9 yen
5,411288302
254
397.51 yen
36.35 yen

3. Outline of the transferor of the shares (as of March 31, 2013)
(1)

Name

DENTSU INC.

(2)

Address
Name and title ofrepresentative

1-8-1, Higashi-Shimbashi, Minato-ku, Tokyo(3)

Tadashi Ishii, President & CEO(4)

Business description

Provision of comprehensive solutions related to communication in theIntegrated Communication Design business field
Management/business consulting, etc.

(5)

Capital74,609,810,000 yen (as of August 31, 2013)(6)

Net assets

608,637 million yen(7)

Total assets

2,205,569 million yen(8)Date of establishment

July 1, 1901

Major shareholders
and shareholding

The Master Trust Bank of Japan, Ltd. (trust account): 7.49%
Kyodo News: 7.37%
JIJI PRESS LTD.: 6.38%
Japan Trustee Services Bank, Ltd. (trust account): 4.65%
Dentsu group employees stockholding association: 2.98%
Mizuho Corporate Bank, Ltd.: 1.80%
Yoshida Hideo Memorial Foundation: 1.79%
Recruit Holdings Co., Ltd.: 1.77%TOKYO BROADCASTING SYSTEM TELEVISION, INC.: 1.44%
SSBTOD05OMNIBUS ACCOUNT-TREATYCLIENTS: 1.42%(9)

Relationships
between the listed(10)companies andDentsu

Capitalrelationships

There are no capital relationships to note between theCompany and Dentsu.
The Company has 40% of the equity of Dentsu Macromill,the subsidiary of a subsidiary of Dentsu.

Personnel
relationships

There are no personnel relationships to note between theCompany and Dentsu. In addition, there are no personnel
relationships to note between the persons concerned andaffiliates of the Company and the persons concerned andaffiliates of Dentsu.

Businessrelationships

There are no business relationships to note between theCompany and Dentsu.
It should be noted that the Company lends part of "AIRs,"
the automatic Internet research system, to Dentsu
Macromill, the subsidiary of a subsidiary of Dentsu.

Whether or not
Dentsu constitutes
a related party

Dentsu does not constitute a party related to the Company.
In addition, the persons concerned and affiliates of Dentsu
do not constitute a party related to the Company.

-3-4. Number of shares to be acquired, purchase price and state of shareholding upon acquisition
Number of shares(1)
0 sharesheld before transfer
This will be determined through negotiations with Dentsu. We intend to acquire
Number of shares to(2)be acquired
51% of the total issued shares.

(3)

Purchase price5. Schedule
Execution of basic(1)
agreement
Execution of share(2)transfer agreement(3)

Date for sharetransfer

It will be about 0.8 billion yen. The purchase price will be ultimately
determined through negotiations with Dentsu based on the results of the duediligence for Dentsu Marketing Insight that the Company will conduct after therelease of this notice, and other factors.

October 8, 2013
Yet to be determined
Yet to be determined (we currently intend to acquire the shares by the end ofDecember 2013)

6. Future outlook
Upon the release of this notice, the Company will commence the due diligence for Dentsu Marketing
Insight. In addition, we intend to announce any impacts, etc. on the consolidated performance of theCompany as a result of the share acquisition described above at the time of execution of the share transferagreement.
End.

(Reference) Consolidated earnings forecasts for the current period (as announced on August 8, 2013) andconsolidated results for the previous period
Consolidated
Consolidated
Consolidated
Consolidated
net sales
operating income
ordinary income
net income
Consolidated earnings
forecasts for the19,100 million yen
3,400 million yen
3,000 million yen
1,700 million yen
current period(FY2014/6)
Consolidated results
for the previous period 17,120 million yen
3,838 million yen
3,951 million yen
2,508 million yen(FY2013/6)-4-