[Translation]
November 21, 2017
To whom it may concern:
Company name:ASATSU-DK INC.

Representative:

Shinichi Ueno, Representative
Director, President & Group CEO(Code: 9747, Listed on First
Section of Tokyo Stock Exchange)

Contact:

KaoriNakajima,
Department
Director, Office of Corporate
Communications
Tel: 03 (6830) 3855

Agreement for Tender by the WPP Group to the Tender Offer of Shares of the Company andTermination of Alliance
BCPE Madison Cayman, L.P. (the “Offeror”), which is held and operated by Bain Capital Private
Equity, L.P. and its group (collectively, “Bain Capital”), has today entered into an agreement totender (the “Agreement to Tender”) with WPP International Holding B.V. (“WPP”) for WPP totender all shares of the Company held by WPP (the ratio of those shares to the number of issued
shares in the Company is 24.96%) in relation to the tender offer implemented from October 3, 2017
for the Company’s outstanding shares of common stock (including the Company’s outstanding
shares of common stock issued upon exercise of the Series 2 Stock Acquisition Rights, Series 3Stock Acquisition Rights, Series 4 Stock Acquisition Rights, Series 5 Stock Acquisition Rights,
Series 6 Stock Acquisition Rights, Series 7 Stock Acquisition Rights, Series 8 Stock Acquisition
Rights, Series 9 Stock Acquisition Rights, Series 10 Stock Acquisition Rights, and Series 11 Stock
Acquisition Rights (collectively, the “Stock Acquisition Rights”)) and the Stock Acquisition Rights(that tender offer, the “Tender Offer”).
In addition, as announced in the Company’s press release dated November 6, 2017 titled “NoticeRegarding Filing of Petition for Arbitration by WPP Group Against the Company” and theCompany’s press release dated November 14, 2017 titled “Notice regarding Filing of Petition for
Order for Provisional Disposition by the WPP Group,” WPP plc and its group companies(collectively, the “WPP Group”) notified the Company that the WPP Group filed a petition forarbitration against the Company (that petition, the “Arbitration Petition”) and filed a petition seeking
an order for provisional disposition against the Company with the Tokyo District Court (that petition,the “Petition for Order for Provisional Disposition”), and the Company hereby announces that Bain
Capital has today entered into a letter agreement with the WPP Group agreeing to withdraw theArbitration Petition and the Petition for Order for Provisional Disposition (that letter agreement, the“Letter Agreement”).

According to the Offeror, a general outline of the Agreement to Tender and1

the Letter Agreement is as follows.

1.

Details of the Agreement to TenderAccording to the Offeror, the Offeror has entered into the Agreement to Tender on November 21,
2017 with WPP, the Company’s major and principal shareholder, where WPP has agreed to tender allof the Company’s common shares that WPP holds (10,331,100 shares, percentage of ownership:24.9%) to the Tender Offer.
Under the Agreement to Tender, the conditions precedent to the tender of shares by WPP are that:(i) the Offeror complies with its obligations under the Agreement to Tender in all materialrespects;(ii) the Offeror’s representations and warranties* under the Agreement to Tender are true andaccurate in all material respects; and(iii) the Company’s opinion recommending that shareholders tender their shares to the Tender
Offer is maintained.
Under the Agreement to Tender, the Offeror bears:(i) an obligation not to amend the terms and conditions of the Tender Offer except (a) to extend
the tender offer period as required under the Financial Instruments and Exchange Act
following the submission of the amended statement of the Tender Offer Statement, (b) toincrease the Tender Offer Price, (c) to amend the terms and conditions of the Tender Offer
following a tender offer by a third party, (d) to amend the terms and conditions of the Tender
Offer following an issuance of shares, stock acquisition rights, or other securities of theCompany which dilutes the equity of the Company’s shareholders, or any other change thatmay damage the value of the Company or its business, and (e) to amend the terms andconditions of the Tender Offer as required under laws or regulations;(ii) a confidentiality obligation in relation to the existence and details of the Agreement to Tender,
the progress of negotiations regarding the Agreement to Tender, and information received
from the counterparty in relation to the execution or performance of the Agreement toTender; and(iii) an obligation not to assign, transfer, collateralize, or otherwise dispose of its rights orobligations under the Agreement to Tender.
Further, WPP is not restricted from tendering its shares to the Tender Offer at its own discretion
upon waiving the above conditions precedent.

In addition, WPP must not withdraw its tender ofshares to the Tender Offer under the Agreement to Tender on the condition that the Offeror complies
with its obligations under the Agreement to Tender in all material respects and the conditions
precedent to the tender by WPP above are satisfied.
(*)

According to the Offeror, under the Agreement to Tender, the Offeror provides

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representations and warranties to WPP with respect to: (1) due incorporation and validexistence; (2) capacity to hold rights and capacity to act with regard to, and performance of
all internal procedures required for, the execution of the Agreement to Tender; (3) legallybinding nature and enforceability of the Agreement to Tender; (4) absence of violation of
any laws or regulations; and (5) obtaining of permissions.

2.

Details of the Letter Agreement
According to the Offeror, Bain Capital has entered into the Letter Agreement on November 21,
2017 with the WPP Group, where the WPP Group agrees to withdraw the Arbitration Petition andthe Petition for Order for Provisional Disposition.
Under the Letter Agreement, Bain Capital and the WPP Group agree that:(a) the WPP Group shall, on the settlement commencement date of the Tender Offer if the Tender
Offer is completed, (i) withdraw, and not refile, the Arbitration Petition and the Petition for
Order for Provisional Disposition, and (ii) agree with the Company not to make any claims
against each other regarding existing or potential claims arising from or in connection to any
existing agreement between the WPP Group and the Company in relation to the capital andbusiness alliance (the “Capital and Business Alliance”), including the Co-operation andAlliance Agreement dated August 3, 1998 (as amended; the “CAA”) and the Stock Purchase
Agreement of the same date (as amended; the “SPA”), due to a matter that existed oroccurred before the settlement commencement date of the Tender Offer in relation to a claimby the WPP Group in connection to the transactions contemplated for the purpose of making
the Company go private;(b) all existing agreements between the WPP Group and the Company in relation to the Capitaland Business Alliance, including the CAA and the SPA, should be terminated on thesettlement commencement date of the Tender Offer, on the condition that the Tender Offer iscompleted;(c) Bain Capital and the WPP Group will discuss the possibility of a potential investment ofapproximately 25% by the WPP Group to a limited partnership or other investment vehicle
that directly or indirectly holds the interests in the Company (the “Acquisition of Interests”)
immediately after the Company becomes a wholly-owned subsidiary of the Offeror;(d) Bain Capital and the WPP Group shall discuss in good faith the terms and conditions of theAcquisition of Interests, but notwithstanding the above, the WPP Group shall not impact orcontrol the Company, and the WPP Group’s right to veto shall be restricted to veto againstmaterial transactions between Bain Capital and the Company and similar rights that areconsidered appropriate to be held by a minority shareholder that does not have control;(e) Bain Capital and the WPP Group shall discuss in good faith with respect to a new cooperative3

business relationship or other similar agreement in connection to the Acquisition of Interests;
and(f) the Letter Agreement is not legally binding.
Further, the implementation, the terms and conditions, and the timing of the Acquisition ofInterests have not been decided at this point in time, and it is intended that the WPP Group does notmake a direct investment to the Company.

3.

Future Outlook
As already announced, the Company resolved on October 2, 2017 to terminate the Capital andBusiness Alliance with the WPP Group in accordance with the CAA and the SPA, and to express an
opinion endorsing the Tender Offer and recommending that the shareholders tender their shares to theTender Offer.
The Company understands that, based on such resolution, the Agreement to Tender and the Letter
Agreement came out as an agreement between Bain Capital and the WPP Group regarding the tenderof shares in the Company held by the WPP Group to the Tender Offer and the termination of theCapital and Business Alliance.

As a result, the Company makes no change to its opinion endorsing

the Tender Offer and recommending that the Company’s shareholders tender their shares to the Tender
Offer.1

1Upon the execution of the Agreement to Tender and the Letter Agreement, the description under3(2)(iii) “(e) Setting of the minimum number of shares to be purchased constituting the majority ofminority” of the Company’s press release dated October 2, 2017 titled “Notice Regarding Opinion on
Tender Offer for Shares of the Company by Bain Capital” no longer applies; however, the Company
believes that the interests of minority shareholders of the Company are considered under the measuresdescribed in (a) through (d) and (f) of 3(2)(iii) in the said press release.

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