JMDC : Notice of Acquisition of Shares in Real World Data (to Make It JMDC’s Subsidiary)

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.

July 12, 2022

To whom it may concern

Company name: JMDC Inc.

Representative: Yosuke Matsushima, President and CEO

(TSE Prime Market, Stock Code: 4483)

Contact: Yuta Yamamoto,

Vice President and CFO (E-mail: [e-mail])

Notice of Acquisition of Shares in Real World Data (to Make It JMDC's Subsidiary)

JMDC Inc. (the "Company") announces that at the meeting of its Board of Directors held on July 12, 2022, the Company resolved to make Real World Data Co., Ltd. ("Real World Data") JMDC's subsidiary by acquiring its shares. The details are as follows.

1. Objectives of and reasons for acquiring shares

The Company, under its corporate philosophy of "Providing a Healthy and Prosperous Life for All Individuals," aims to realize a sustainable healthcare system through our efforts to resolve current issues in the medical field, such as "increasing medical expenses" and "regional disparities in medical services," by leveraging the power of data and ICT. More specifically, the Company is providing support in various forms to optimize healthcare services to all patients by building up data generated from various healthcare players and returning them to society at large.

Since its establishment in 2015, Real World Data has been cooperating with the Health, Clinic and Education Information Evaluation Institute ("HCEI," Location: Nakagyo-ku, Kyoto City), an academic research organization comprised of prominent professors active in medicine and epidemiology, and building the Life Course Database to advance medical care using an epidemiological approach mainly by collecting information on school health examinations and infant medical examinations from local governments and medically reliable information on diagnosis and treatment from medical institutions to clarify relationships between the causes of diseases and their effects over the years. unique, and its high specialization is highly evaluated and trusted by academic circles because a team of experts from various fields, which consists primarily of qualified healthcare workers (doctors, nurses, medical technologists, and pharmacists) familiar with epidemiology and statistics. Based on such a relationship of trust, Real World Data obtains support from distinguished doctors, extending a circle of cooperation with local governments and medical institutions to improve the Life Course Database. By the end of March 2022, the company is able to access data from 225

1

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.

medical institutions and 162 local governments that are held by HCEI, the data holder. There is no capital relationship between Real World Data and HCEI, but there are personal relationship and business relationship such as data utilization and anonymization services. In addition, there is no capital, personal, or business relationship between HCEI and the Company, and HCEI is not a related party to the Company.

JMDC believes that it becomes possible to expand its data assets and further increase its potential for data utilization by making Real World Data its subsidiary. Specifically, The data assets of electronic medical record data from medical institutions, which are expected to be utilized to reduce costs and shorten the duration of clinical trials, including improving the efficiency of in-hospital operations associated with clinical trials, such as participant recruitment in future clinical trials, can be increased by 225 facilities with some 24.4 million persons. In addition, since the electronic medical record data used by Real World Data is mainly from large medical institutions, it is highly value-added in that it contains a wealth of data in areas such as oncology, which are in high demand by pharmaceutical companies, and has the potential to be widely used as evidence for epidemiological approaches, especially by pharmaceutical companies. For example, it is expected that these data will be utilized for medical institution data analysis, thesis writing and validation, and Post-Marketing Surveillance (PMS). Furthermore, the Company trusts that the strong network Real Word Data has constructed with 162 local governments will greatly help it to realize our vision: using data to support the progress of medical care.

2. How to acquire shares

With respect to funds for this acquisition, the Company plans to use funds it has on hand and borrow

from financial institutions. Details of borrowings will be disclosed as soon as they become definite.

3. Overview of the subsidiary to be transferred

(1)	Name	Real World Data Co., Ltd.
(2)	Location	76, Nakano-cho,Marutamachi-sagaru,Ogawa-dori,Nakagyo-ku,
Kyoto-shi
(3)	Name and position of	Yasuko Oita, Representative Director
the representative
		Establishment of various databases (information on
(4)	Business lines	diagnosis/treatment and school, infant, and pregnant women health
		examinations, etc.)
(5)	Capital	90 million yen
(6)	Establishment	July 21, 2015
(7)	Major shareholders and	Several individuals and two domestic corporations
the ratio of their	The ratio of shareholding is not to be disclosed due to the intention
		2

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.

shareholdings	of the parties concerned.
(as of March 31, 2022)
	Capital		Not applicable
	relationship
Relationship between	Human		Not applicable
relationship
the listed company and
Business
(8)		Not applicable
the company	relationship
concerned
Applicability of
	being related		Not applicable
	parties
Consolidated financial results and financial conditions of the company concerned during the
(9)
past three years
Term for the settlement of	Term ended March		Term ended March	Term ended March
accounts	2020			2021	2022
Net assets	¥1,250 million		¥1,205 million	¥815 million
Total assets	¥1,387 million		¥1,321 million	¥928 million
Net assets per share	¥744,832.95		¥718,112.06	¥485,890.98
Net sales	¥614 million		¥568 million	¥568 million
Operating profit	¥87 million		−¥50 million	−¥337 million
Ordinary profit	¥90 million		−¥43 million	−¥337 million
Net profit for the current term	¥70 million		−¥44 million	−¥389 million
Net profit per share	¥42,030.88		−¥26,445.14	−¥232,109.17
Dividend per share	―		―	―

4. Overview of parties from which shares are acquired

The Company will acquire shares from several individuals and one domestic corporation, but will not be disclosed due to the intention of the parties concerned. There is no capital, personal, business or other relationship with the parties concerned. In addition, they are not related parties of the

Company.

5. Number of shares to be acquired, acquisition price, and shares owned before and after the acquisition

	Number of shares	―
(1)	owned before the
(Percentage of voting rights held: ―%)
	transfer
(2)	Number of shares to be	1,556
acquired	(Percentage of voting rights held: 92.67%)
		3

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.

		The acquisition price will not be disclosed due to the intention of
		the parties concerned. In calculating the acquisition price for the
		shares in question, in order to ensure the fairness of the price, the
		Company requested Next D Advisory Co., Ltd. (8F,
		Shin-Roppongi Building, 7-15-7, Roppongi, Minato-ku, Tokyo;
		Representative: Shoichi Endo), an independent third-party agency
		(the "Third-Party Computation Agency"), and received an
		evaluation report regarding the share acquisition. The Third-Party
(3)	Acquisition price	Computation Agency adopted the DCF method using the income
approach for the calculation method from the viewpoint of
		properly assessing expected earnings based on various measures
		and risks involved in the business planned by Real World Data,
		since Real World Data is not listed and there is no market share
		price that should be directly referenced. In the evaluation report,
		the acquisition price for the shares was within the range of the
		evaluation value, and the Company determined the acquisition
		price by consultation with the parties concerned, referring to the
		contents of the evaluation report.
	Number of shares	1,556
(4)	owned after the
(Percentage of voting rights held: 92.67%)
	transfer
6. Schedule
(1)	Resolution of the Board of Directors	July 12, 2022
(2)	Conclusion of a share transfer agreement	July 12, 2022
(3)	Transfer of shares	July 29, 2022 (planned)

7. Future outlooks

The impact of the acquisition of shares on its consolidated financial results for the term ending March 2023 is still under examination, but the Company believes that it will contribute to enhancing the corporate value of the JMDC Group in the medium and long run. In the future, if there arises a need for appropriate disclosure, the Company will disclose relevant information swiftly. The acquisition of the shares is not applicable to the minimal standard criteria for timely disclosure.

4