ITOCHU Corporation (headquartered in Minato-ku, Tokyo; Keita Ishii, President & COO; hereinafter "ITOCHU") announced today that it has decided to form a strategic alliance between ITOCHU Group companies and Dentsu Group Inc. (headquartered in Minato-ku, Tokyo; Takeshi Sano, President & Global CEO; hereinafter "Dentsu Group") to accelerate the growth of the IT services and retail media areas promoted by the ITOCHU Group.

In addition, ITOCHU plans to commence a tender offer (hereinafter the "Tender Offer") for the shares of DENTSU SOKEN INC. (headquartered in Minato-ku, Tokyo; Hirohisa Iwamoto, President, CEO & COO; hereinafter "DENTSU SOKEN"), a consolidated subsidiary of Dentsu Group, with the aim of privatizing the company (hereinafter the "Privatization"). By combining the ITOCHU Group's broad customer base, cross-industry business expertise, and business development capabilities with the Dentsu Group's expertise and customer touchpoints in the advertising and marketing fields, both groups aim to create new value.

The Tender Offer will be conducted by G.K.VIC (headquartered in Minato-ku, Tokyo; Representative Member: ITOCHU Corporation; hereinafter "VIC"), an entity formed by ITOCHU and its subsidiary IFP Inc., acting as the tender offeror. Following the successful completion of the Tender Offer, VIC and Dentsu Group will cooperate to implement procedures, including a share consolidation under the Companies Act, to consolidate the shareholders of DENTSU SOKEN into Dentsu Group and VIC, making it a joint venture between the two companies, with VIC planning to hold approximately 38% of the shares. Consequently, DENTSU SOKEN's shares are expected to be delisted from the Tokyo Stock Exchange following the prescribed procedures in accordance with the exchange's delisting criteria.

Under the "ITOCHU digital business group strategy," the ITOCHU Group collaborates with group companies such as ITOCHU Techno-Solutions Corporation (hereinafter "CTC"), which is responsible for the design, construction, and operation of IT systems; BELLSYSTEM24, Inc., which provides comprehensive Customer Support / BPO services including marketing; and AKQA UKA, Inc., which is responsible for customer experience design. Through this collaboration, the Group provides comprehensive support ranging from consulting to data analysis and business design, as well as the planning, construction, and operation of IT systems and business processes.

In recent years, as digital technologies such as AI rapidly evolve, it has become increasingly important to thoroughly understand the unique business operations and management issues of companies, and to quickly and flexibly design and implement optimal systems and solutions. In this environment, an end-to-end model driven by business challenges—capable of providing support from problem identification to implementation and operation based on an in-depth understanding of customer issues and accumulated business knowledge—is becoming a major factor determining corporate competitiveness.

DENTSU SOKEN possesses deep expertise and trusted relationships with customers in the manufacturing and financial areas, along with consulting and solution development capabilities, as well as extensive business knowledge and software development capabilities in the corporate area. Meanwhile, CTC leverages its large-scale system and IT infrastructure building capabilities to provide optimum solutions, with strengths in total support from development to operation and maintenance of advanced IT infrastructure. As such, the capabilities of the two companies are highly complementary. By entering into a business alliance agreement, both companies will leverage their respective strengths to create value with customers through a market-in approach, flexibly combining necessary functions according to business challenges under the digital business group strategy promoted by the ITOCHU Group.

The ITOCHU Group has built a pioneering business foundation in Asia in the retail media and data area, which continues to grow globally. "FamiPay," a payment-enabled app of FamilyMart Co., Ltd., has surpassed 30 million downloads. Gate One Corp. operates the in-store retail media "Famima TV" at 11,580 FamilyMart stores, growing it into one of Japan's largest in-store media platforms reaching over 15 million visitors per day. Furthermore, Data One Corp. operates a marketing business utilizing "Life-Live Data," which is cross-retailer purchasing data linked to over 60 million IDs, covering an annual gross merchandise value exceeding 10 trillion yen. This business foundation, which enables the integrated use of "stores," "media," "IDs," and "purchasing data," is a major strength of the ITOCHU Group's retail media business.

Meanwhile, the Dentsu Group has extensive expertise and a broad customer base in the advertising and marketing fields, with strengths in its proposal and sales capabilities to advertisers. Data One Corp. and Gate One Corp. have entered into business alliance agreements with Dentsu Inc., and by combining the retail media and data foundation built by the ITOCHU Group with the advertising and marketing capabilities of the Dentsu Group, will accelerate the advancement of advertising and marketing driven by purchasing data. Going beyond visualizing advertising effectiveness and deepening customer understanding, the ITOCHU Group aims to create new services and revenue opportunities, driving the further growth of the retail media and data business originating from Japan.

For further details regarding the tender offer, please refer to the timely disclosure announcement.
(https://www.itochu.co.jp/en/files/ITC20260831E_1.pdf )

Reference Materials
(https://www.itochu.co.jp/en/files/ITC20260831E_2.pdf )