April 19, 2010
For Immediate Release
MACROMILL, INC.
Company Representative: Tetsuya Sugimoto, Chairman and President(Code no.: 3730, First Section of Tokyo Stock Exchange)
Contact for further information:
Yasuhiro Kihara, Chief Financial Officer and Senior Executive Officer
TEL: +81-3-6716-0700

Notice of Offering of Shares through Private Placement

The Company announces that at an extraordinary meeting of the Board of Directors held on April 19,
2010, the Company resolved to offer shares through a private placement. Details are as follows:
1. Overview of subscription[Subscription regarding the stock issue]
(1)
(2)
(3)
(4)
(5)
(6)

Issue date
Number of new shares issued
Issue priceAmount of funds raised
Method of subscription or placement(Subscriber)

1-Jun-10
10,000 shares
133,500 yen per share
1,335,000,000 yen
Private placement
Yahoo Japan Corporation

OthersEach of the above items is subject to the requirementsof effectiveness of registration statement under the
Financial Instruments and Exchange Act.

2. Purpose and reason for subscription
The Company and Yahoo Japan Corporation (“Yahoo”) have begun full discussions of the possibilityof merging the Company and Yahoo Japan Value Insight Corporation (“YVI”), a consolidated
subsidiary of Yahoo.
* Please refer to the announcement dated April 19, 2010, titled “Consultation on Merger ofMacromill, Inc. and Yahoo Japan Value Insight Corporation (a Yahoo Japan Corporation
Consolidated Subsidiary) Begins in Earnest.”
The reason for initiating discussions is that it is expected that combining the Company’s systembuilding ability and sales force, Yahoo research panel assets (*note), and YVI’s ability to propose
solutions will enable the Company to expand its operations, together with customer asset integration,
streamlined management, and improved sales promotion.
This will make it possible to efficiently provide Internet research of higher quality than ever andachieve a one-stop solution to increasingly complicated marketing challenges by expanding theproduct lines. In addition, the Company aims to create Internet marketing businesses for the new era
by cooperating with the Yahoo Group.
Based on these circumstances, the Company determined that to conduct the capital increase throughprivate placement with Yahoo as an underwriter would be beneficial to building relationships of trust
between the companies as well as to negotiations toward a business merger with YVI.
(*note) “Panel” refers to respondents to the questionnaire.

-1-3. Amount of funds raised, specific use of funds and scheduled payment dates(1) Amount of funds raised (Estimated net proceeds)
Total amount paid
Estimated cost

1,335,000,000 yen
3,000,000 yen

Estimated net proceeds

1,332,000,000 yen(2) Specific use of the funds raised
Specific use
Funds required for cooperation with Yahoo Group(i) (including the creation of Internet marketingbusinesses for the new era)
Costs related to the new businesses that Macromill is(ii)currently developing (including overseas operations)

Amount of funds(Estimated)

Scheduled payment
dates

800 million yen

In or after June 2010

530 million yen

In or after June 2010

The Company intends to retain the net proceeds in its bank account and not to use them until theexpenditure of the funds has been determined.
4. Vision on rationality of specific use of funds
The Company intends to utilize the funds raised effectively as funds necessary for its future businessdevelopment. Specifically, as mentioned above, the Company plans to promote new businesses,
including overseas operations, and to create Internet marketing businesses for the new era bycooperating with Yahoo Although it is expected to take a period of time until the new businesses cangenerate profits, the Company considers these projects rational because they are helpful to producing
future profits and to improving earnings per share in the future.
5. Rationality of issuing conditions, etc.
(1) Calculation basis of total amount paid and its specific content
The issue price was determined as 133,500 yen per share, referring to the closing price of theCompany’s common stock on the Tokyo Stock Exchange (“the closing price”) (148,300 yen) on
April 16, 2010, the business day preceding the day on which the meeting of Board Directors on
this capital increase was held (“the proceeding business day”).
The discount rate was comprehensively determined by discussing with the scheduled allottee inthe light of the Company’s performance trends, the number of shares to be issued in this capitalincrease, recent market trends, and the Company’s stock movements.
The issue price is at a 9.98% discount to the closing price on the next proceeding business day, a
4.21% discount to the arithmetic average of the closing price during one month before the next
proceeding business day (139,364 yen). Also, it is at a 1.42% premium to the arithmetic averageof the closing price during the three months before the next proceeding business day (131,632yen), and a 0.49% discount to the arithmetic average of the closing price during six months before
the next proceeding business day (134,157 yen).
The Company determined this issue price to be rational and did not consider it to be an unfairly
advantageous placement. All auditors who attended the meeting of Board of Directors on thiscapital increase also recognized its legality and did not consider it an unfairly advantageousplacement.
The payment date of this capital increase is scheduled for June 1, 2010. There is a certain time lag
after the day the resolution passed at meeting of Board of Directors, however, this schedule wasdetermined by taking into account the timing when the specific use of funds is determined. Even if
the Company’s stock price changes by the payment date, the issue price will not change.

-2-(2) Rationale that the number of issued and the degree of stock dilution was estimated to bereasonable
The number of shares issued accounts for 7.78 % of the total number of shares issued and 8.09 %of the total number of voting shares at the end of December 31, 2009. Therefore, that will lead to acertain dilution of the stock.
However, Yahoo holding the Company’s shares over the medium and long terms and the Company
establishing a relationship of trust with Yahoo Group to create a new era of Internet marketing andto generate synergies should contribute significantly to improving the Company’s corporate value
in the future. For these reasons, the Company estimated the number of issued and the degree ofstock dilution to be reasonable.
6. Reasons for selecting the allottee, etc.
(1) Outline of the allottee (as of December 31, 2009)
(1)
(2)
(3)
(4)

Trade nameHead office location
Title/ Name of representative
Business(5) Capitalization(6) Date of incorporation(7) Number of shares issued(8) Fiscal-year end(9) Number of employees(10) Major clients(11) Major bankers(12) Major shareholders andshareholdings(as of September 30, 2009)Yahoo Japan Corporation
9-7-1 Akasaka, Minato-ku, Tokyo, Japan
President and CEO: Masahiro Inoue
Online advertising, e-commerce, membership services, andother businesses
7,485 million yen
January 31, 1996
58,114,458
March 314,919 (consolidated)
General customers, corporations, etc.
–Softbank Corp.: 40.95%
Yahoo! Inc. (standing proxy: Daiwa Securities CapitalMarkets Co., Ltd.): 34.79%
Japan Trustee Services Bank, Ltd.: 4.15%
Master Trust Bank of Japan, Ltd.: 1.49%
SBBM Corporation: 0.97%
CB New York Orbis SICAV (standing proxy: Citibank JapanLtd.): 0.81%
Trust & Custody Services Bank, Ltd.: 0.72%
The Chase Manhattan Bank 385036 (standing proxy: Mizuho
Corporate Bank, Ltd., Settlement Sales Department): 0.44%
CB London Legal & General Assurance Pensions
Management Ltd. (standing proxy: Citibank Japan Ltd.):
0.29%
OD05 Omnibus China Treaty 808150 (standing proxy: The
Hong Kong and Shanghai Banking Corporation Limited,Tokyo Branch): 0.27%-3-(13) Relationships among the companies
There is no notable capital relationship between the Companyand the new company. There is no notable capital relationship
Capital relationshipbetween the related parties and affiliated companies of theCompany and the related parties and affiliated companies ofthe new company.
There is no notable personnel relationship between theCompany and the new company. There is no notablepersonnel relationship between the related parties andPersonnel relationshipaffiliated companies of the Company and the related parties
and affiliated companies of the new company.
There is no notable business relationship between theCompany and the new company. There is no notable businessBusiness relationshiprelationship between the related parties and affiliatedcompanies of the Company and the related parties andaffiliated companies of the new company.
The new company is not a related party of the Company. The
Related parties
related parties and affiliated companies of the new companyare not related parties of the Company.
(14) Results of operations and financial position in the last three years
Fiscal year end

March 31, 2007

March 31, 2008

March 31, 2009

Consolidated net assets

192,385 million yen

250,672 million yen

236,469 million yen

Consolidated total assets

318,428 million yen

369,660 million yen

311,551 million yen

3,153.24 yen

4,100.94 yen

4,029.47 yen

Consolidated net sales

212,552 million yen

262,027 million yen

265,754 million yen

Consolidated operating income

106,232 million yen

124,807 million yen

134,618 million yen

Consolidated ordinary income

102,824 million yen

121,511 million yen

132,912 million yen

Consolidated net income

57,963 million yen

62,617 million yen

74,715 million yen

Consolidated net income per share

958.66 yen

1,035.27 yen

1,255.52 yen

Dividends per share

96.00 yen

104.00 yen

130.00 yen

Consolidated net assets per share(2) Reasons for selecting the allottee
As described in “Purpose and reason for subscription” and “Vision on rationality of specific use offunds,” establishing trust with the Yahoo Group will contribute significantly to improving theCompany’s corporate value in the light of its future business development. For this reason, theCompany selected Yahoo as the allottee.
(3) Policy on shareholding by the allottee
The Company has confirmed the intention of the allottee regarding the continuous holding of theCompany’s shares for the medium to long term. In addition, the Company has obtained thefollowing informal consent: If the allottee transfers all or part of the shares within two years of thedate of share transfer, the allottee shall immediately report in writing to the Company the nameand address of the person and the number of shares transferred, and the Company shall submit thereport to the Tokyo Stock Exchange. Moreover, the two companies shall sign a pledge stating thatthe report is to be subjected to public inspection.
Irrespective of the success or failure of the merger talks with YVI, the Company will conduct a
capital increase through private placement for Yahoo-4-

(4) Confirmation regarding to the presence of the allottee’s property required for payment
The Company has confirmed Yahoo’s solvency by confirming its most recent financial statement,
quarterly reports regarding to sales, total assets, net assets, cash, and deposits and other conditions,as well as by interviewing Yahoo’s management team about its most recent financial status sinceJanuary 2010.
7. Major shareholders and shareholding ratio after subscription
Before subscription (as of December 31, 2009)
After subscription
Vanilla Sky, Inc.
9.00% Vanilla Sky, Inc.
Satoshi Shibata
7.90% Satoshi Shibata
Japan Trustee Services Bank, Ltd. (trust
7.71% Yahoo Japan Corporationaccount)
Japan Trustee Services Bank, Ltd. (trust
Tetsuya Sugimoto
3.89%
account)
State Street Bank and Trust Company
3.62% Tetsuya Sugimoto
Goldman Sachs International
3.49% State Street Bank and Trust CompanyYasunori Fukuha
2.76% Goldman Sachs InternationalYuji Nakazaki
2.53% Yasunori Fukuha
Ikuo Okamoto
2.35% Yuji Nakazaki
Master Trust Bank of Japan, Ltd. (trust
2.25% Ikuo Okamotoaccount)

8.35%
7.33%
7.22%
7.16%
3.61%
3.36%
3.24%
2.56%
2.34%
2.18%

(Note) 1. Although the Company owns 5,026 treasury shares, its name is not included as a majority
shareholder in the above table.
2. Vanilla Sky, Inc. is a corporation whose President and CEO is Tetsuya Sugimoto, the CEO ofthe Company. When considering the shares held by Vanilla Sky Inc., the number of shares
held by Tetsuya Sugimoto equals 16,572 (12.89% before the placement, 11.96% after theplacement).
8. Outlook
This capital increase is not expected to affect the Company’s current earnings forecast. There is apossibility in the future that the shareholding of Yahoo will increase, depending on the progress ofmerger discussions with YVI; however, there is no confirmation of this at present.
9. Matters related to transactions with controlling shareholders
This transaction is not considered a transaction with controlling shareholders, etc.
10. Procedures on the Code of Business Conduct
The company is neither required to obtain an independent opinion from a third party nor required toconfirm the shareholder’s intention, as set forth in Section 432 of Rules to Security Listing
Regulations specified by Tokyo Stock Exchange. The reasons are follows: (1) The dilution ratio in
this private placement is less than 25%; (2) There is no change in controlling shareholders.

-5-11. Performance in the last three years and status of the equity finance(1) Business performance in the last three years (Consolidated)

Consolidated net sales
Consolidated operating income
Consolidated ordinary income
Consolidated net income
Consolidated net income per share
Dividends per share
Consolidated net assets per share

Fiscal year ended
June, 2007
6,392 million yen
1,969 million yen
1,984 million yen
1,056 million yen
8,293.19 yen
2,600 yen
35,953.11 yen

Fiscal year ended
June, 2008
7,413 million yen
2,154 million yen
2,157 million yen
1,167 million yen
9,084.89 yen
2,800 yen
41,952.87 yen

Fiscal year ended
June, 2009
7,755 million yen
1,745 million yen
1,753 million yen
941 million yen
7,431.26 yen
3,300 yen
44,088.29 yen(2) Current number of shares issued and number of potential shares (as of March 31, 2010)

128,586 shares

Ratio to the number ofshares issued
100%— shares—%— shares—%— shares—%

Number of shares
Number of shares issued
Number of potential shares in the current
conversion price (exercise price)
Number of potential shares in the minimum
conversion price (exercise price)
Number of potential shares in the maximum
conversion price (exercise price)(3) Recent status of the stock price(i)Performance in the last three years

Fiscal year ended June, 2007 Fiscal year ended June, 2008 Fiscal year ended June, 2009
Opening price
293,000 yen
307,000 yen
152,000 yen
Highest price394,000 yen
307,000 yen
155,000 yen
Lowest price
212,000 yen
110,000 yen
80,700 yen
Closing price306,000 yen
155,000 yen
107,400 yen(ii) Performance in the last six months
Opening priceHighest price
Lowest price
Closing price

October
130,600 yen
147,900 yen
124,700 yen
141,400 yen

November
139,000 yen
141,000 yen
121,100 yen
134,700 yen

December
134,700 yen
146,000 yen
134,100 yen
135,100 yen

January
135,100 yen
139,500 yen
127,200 yen
127,500 yen(iii) Stock price at the day before the resolution of the issue
Opening priceHighest price
Lowest priceOpening price

April 16, 2010
148,600 yen
149,100 yen
147,000 yen
148,300 yen-6-

February
125,700 yen
132,400 yen
112,200 yen
132,100 yen

March132,300 yen
140,600 yen
125,600 yen
135,200 yen

(4) Status of the equity finance in the last three years
Not applicable.
12. Guidelines regarding issuance(1) Number of new shares issued
10,000 shares of common stock(2) Issue price
133,500 yen per share(3) Funds procured
1,335,000,000 yen(4) Paid-in capital
66,750 yen per share(5) Total paid-in capital
667,500,000 yen(6) Method of subscription or placement
Private placement(Subscriber)
Yahoo Japan Corporation(7) Application period
From May 25, 2010 to May 31, 2010(8) Payment dateJune 1, 2010(9) Each of the above items is subject to the requirements of effectiveness of the registration
statement under the relevant laws and ordinances.

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