December 21, 2022
(For Translation Purposes Only)
Company Name:
Representative:

Contact:

Makuake, Inc.
President andRyotaro Nakayama
Representative
Director
Tokyo Stock Exchange code: 4479
Executive Officer andYuki Tamura
General Manager ofBusiness Management
Division
TEL. 03-6328-4038

Matters Concerning Controlling Shareholders, Etc.
Makuake, Inc. hereby announces the following matters concerning its controlling shareholders, etc.

1.

Trade names, etc. of the parent company, controlling shareholders (excluding parent company) or other affiliatedcompanies(As of September 30, 2022)
Percentage of voting rights (%)
Name

CyberAgent, Inc.

2.

Attribute

Voting rights
directly held

Voting rights
subject toaggregation

Total

51.60%-51.60%Parentcompany

Financial
instruments
exchange, etc. on
which the issued
shares are listed
Prime Market ofTokyo Stock
Exchange, Inc.

The position of the listed company within the corporate group of the parent company, etc. and relationships
between other listed companies and the parent company, etc.
(1) Relationship with the parent company
Makuake, Inc.’s business is classified as “other business” in the parent company group. There are noconflicts/competition within the group as no other group company operates in a similar business field.

(2) On ensuring independence from the parent company
While one of our directors is from CyberAgent, Inc.—our parent company—where he serves as director, hisappointment was made at our request. Accordingly, we believe that we are in a position to make independent
business decisions. Moreover, from the standpoint of further enhancing management independence, we have five1

external directors who come from outside the corporate group of the parent company. In addition, there are noconstraints from the parent company with regard to approval matters in conducting our business activities.
The status of concurrently held positions by the officer of the parent company, etc. who serves as director ofMakuake, Inc.:
Position held at Makuake,Inc.

Director

3.

Full name

Go Nakayama

Position held at parentcompany, etc.

Reason for appointment
To utilize his expertise and in-depth
experience in managing a listed businessand an Internet business company, and toreceive his advice and opinion as director
on the management and finances ofMakuake, Inc.

CyberAgent, Inc.
Director, Senior
Managing Executive
OfficerMatters concerning transactions with controlling shareholders, etc.
Principal transactions between Makuake, Inc. and the parent company group for the fiscal year ended September
2022 are detailed below.
“Expense reimbursement” is mainly reimbursement for server charges and similar items. Please note thatreimbursement for server charges was eliminated in the course of the fiscal year ended September 2022.
“Advertising and promotion” involve contracting for advertising agency services with the aim of increasing theamount of Makuake “support” pre-orders.
A new transaction related to “advertising and promotion” occurred as we were reviewing contracts to maintaineconomic rationality of transaction terms. It was a deal with one of several contractors and no consultation took
place at the discussion panel composed exclusively of independent directors. That said, from the standpoint ofprotecting minority shareholders, we ensure the appropriateness of our transaction terms by comparing them—based on market principles—with those of other companies, as well as making decisions through our board of
directors where outside directors comprise one-half of all members.
We are striving to achieve appropriate deal terms for those transactions above that we will carry on with.
(As of September 30, 2022)
Counterparty(Parent company)
CyberAgent, Inc.

4.

Transaction details

AmountTransaction terms, etc.

Expense reimbursement

9,757
thousand yen

We pay our share of actual expenses

Advertising andpromotion

317,969
thousand yen

We pay results-based commission for ad delivery

Implementation status of measures to protect minority shareholders when conducting transactions with minority
shareholders
Makuake, Inc. regularly reviews—from the standpoint of minority shareholders—contracts with the corporate groupof the parent company in order to maintain economic rationality of transaction terms. With regard to newtransactions, we carefully study the pros and cons of a specific deal by comparing its terms with those of other third2

parties in line with market principles, and then make a determination.
Furthermore, with regard to particularly important transactions with the corporate group of the parent company, wehold a consultation at the discussion panel composed exclusively of independent directors to determine if
appropriate deal terms have been attained.

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