[Translation]
November 2, 2017
To Whom It May Concern:
Company name: ASATSU-DK INC.
Name of Shinichi Ueno, Representative
Representative: Director, President & Group CEO(Code: 9747, Listed on First Section ofTokyo Stock Exchange)
Contact: Kaori Nakajima, Department Director,
Office of Corporate Communications
Tel: 03 (6830) 3855
Notice Regarding Receipt of Notice of Termination ofCapital and Business Alliance with WPP GroupAs announced in the Company’s press release dated October 2, 2017 titled “Notice of Terminationof Capital and Business Alliance with WPP Group” (the “Press Release on Termination of Alliance”),
the Company, on the same day, decided to terminate the capital and business alliance with WPP plc
and its group companies (collectively, the “WPP Group”; that alliance, the “Capital and BusinessAlliance”) and issued to the WPP Group (a) a notice to terminate the Co-operation and AllianceAgreement dated August 3, 1998 between the Company and the WPP Group (as amended; the “CAA”)
in accordance with the provisions of the CAA (that notice, the “Company’s Termination Notice”)
and (b) a notice requesting the sale of shares of common stock in the Company that are held by theWPP Group (the “Disposal Notice for Company Shares”).
The Company hereby gives notice that the Company received a notice as of November 1, 2017 fromthe WPP Group to the effect that the WPP Group terminates the CAA as further described below(“WPP’s Termination Notice”).
1. Details of WPP’s Termination Notice
As announced in the Press Release on Termination of Alliance, the Company plans, in connection
with the termination of the Capital and Business Alliance, to sell the shares it holds in WPP plc (the“WPP Shares”). Since it is necessary to hedge the share price fluctuation risk for WPP Shares andcurrency exchange risk upon conducting the future sale and to increase the foreseeability of theCompany’s asset value in order to provide all of the Company’s shareholders with the opportunity tosell their shares in the Company through the tender offer for the Company’s shares by BCPE Madison
Cayman, L.P. (the “Tender Offer”; for details, please see the Company’s press release dated October
2, 2017 titled “Notice Regarding Opinion on Tender Offer for Shares of the Company by Bain Capital”)
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at a price with a fair premium, the Company entered into an agreement with Morgan Stanley & Co.
International plc regarding derivative transactions for the share price of WPP Shares (the “HedgingTransaction”) on October 2, 2017.
In WPP’s Termination Notice, the WPP Group alleges that the Hedging Transaction breaches
provisions of the Stock Purchase Agreement dated August 3, 1998 between the Company and the WPPGroup (as amended; the “SPA”) that prohibit any transfer or disposal of legal and/or beneficial interestin the WPP Shares and that, on this ground, the WPP Group thereby terminates the CAA.
In addition, in WPP’s Termination Notice, the WPP Group also alleges to the effect that it will issue
another notice to terminate the CAA if the Tender Offer successfully closes and the offeror BCPE
Madison Cayman, L.P. acquires no less than 50.1% of the voting rights in the Company, based on theunderstanding that such an event would constitute a Change of Control in the Company.
2. Company’s future measures
The Company believes that the Hedging Transaction does not constitute a breach of agreement asalleged by the WPP Group, because the Hedging Transaction does not constitute a transfer or disposalof legal or beneficial interest in the WPP Shares. In addition, as described above, the Company has
already submitted the Company’s Termination Notice to the WPP Group and believes the proceduresfor unwinding cross-holding of shares under the CAA and SPA have already been commenced.
In light of these circumstances, it is the Company’s policy to uphold its previously announced andongoing demand that the WPP Group perform its contractual obligation to sell shares in the Company
held by the WPP Group, pursuant to the Company’s Termination Notice and the Disposal Notice forCompany Shares. While it is likely that, given the aforementioned allegations of the WPP Group,
the WPP Group has a differing view regarding their obligation to sell the shares in the Company, theCompany will continue to deliberate future measures, including bringing legal proceedings if necessary.

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