Notice Regarding Completion of Payment for Disposal of Dentsu Group Treasury Shares for Buy-Out of Merkle, Resulting in 100% Ownership

Dentsu Group Inc. (Tokyo: 4324; ISIN: JP3551520004; President & CEO: Toshihiro Yamamoto; Head Office: Tokyo; Capital: 74,609.81 million yen; hereinafter “the Company”) hereby announces that the payment for the disposal of the Company’s treasury shares (the “Disposal of Treasury Shares for Merger Consideration”), which was resolved at a meeting of the Company’s board of directors held on March 25, 2020 so as to implement an absorption-type merger (the “Merger”) between OrangeCo Merger Sub, Inc. (“MergerSub”), a wholly-owned subsidiary established by the Company in the United States, and Merkle Group Inc., the Company’s U.S. subsidiary, has been completed today.
The Merger is expected to take effect on April 15, 2020 (U.S. time).

Overview of the Disposal of Treasury Shares for Merger Consideration

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state or other jurisdiction's securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions' securities laws.

This notice shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities referred to herein, nor shall there be any offer, solicitation or sale of any of the securities referred to herein in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful.

End of Document

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