Alfresa : Notice Regarding the Acquisition of Shares of a New Company to Be Established as a Subsidiary through an Incorporation-Type Company Split of INTAGE Healthcare Inc

Translation

Notice: This document is a translation of the original Japanese document and is for reference purposes only. In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

June 17, 2024

Alfresa Holdings Corporation

Notice Regarding theAcquisition of Shares of a New Company to Be Established as a Subsidiary through an Incorporation-Type Company Split of INTAGE Healthcare Inc.

~Aiming to Strengthen the Functionality of Our Total Supply Chain Services~

Alfresa Holdings Corporation has concluded a share transfer agreement with INTAGE Healthcare Inc. (head office: Chiyoda-ku, Tokyo; President and Representative Director: Keita Murai; hereinafter: INTAGE Healthcare) to acquire all shares of a new company that will be established through an incorporation-type company split pertaining to INTAGE Healthcare's contract research organization (CRO)*1 business.

1.Purpose of theAcquisition

TheAlfresa Group has set forth the creation of new value as a Group management policy under the

22-24Mid-term Management Plan: Leap into the Future "An Evolving Healthcare Consortium." To this end, the Group is working to realize total supply chain services that involve the seamless integration of activities ranging from pharmaceutical development, production, and sales to logistics and post- marketing surveillance (PMS).*2

INTAGE Healthcare positions marketing research in the healthcare domain and support for drug development, PMS, and safety management operations as its core areas of business, providing solutions to pharmaceutical companies and other clients in partnership with companies of the INTAGE Group that are engaged in the healthcare domain. In its CRO business, the company provides support services for clinical development and PMS and has amassed over 20 years of contract experience and expertise in these areas.

Amid the downward trend in the number of medical representatives*3 in Japan, we anticipate a continued increase in the outsourcing of post-marketing activities by pharmaceutical companies and have therefore positioned the PMS business as a growth area in business strategy of theAlfresa Group Medium- to Long-Term Vision*4. We concluded the agreement with INTAGE Healthcare based on our judgment that the CRO business to be acquired has the potential for expansion based on the Group's strong relationships of trust with medical institutions, pharmaceutical companies, and other business partners, in addition to the fact that the acquired resources and expertise related to CRO and PMS will greatly contribute to strengthening clinical development, approval application, and PMS functions in the Group's total supply chain.

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*1Aspecialized organization that provides support for a range of operations related to clinical trials conducted by pharmaceutical companies and research institutions

*2 Investigations conducted to ensure the quality, effectiveness, and safety of pharmaceuticals and medical devices after they are sold

*3 Medical information officers at pharmaceutical manufacturers who provide information about pharmaceuticals to doctors and pharmacists, as well as gather and communicate information

*4 Reference: Notice regarding the Formulation of theAlfresa Group's Medium- to Long-Term Vision, published May 15, 2023 on theAlfresa Holdings Corporation corporate website https://ssl4.eir-parts.net/doc/2784/ir_material17/206790/00.pdf

2.Overview of the Subsidiary to Be Incorporated (at the time of establishment)

(1) Corporate name	Ark Medical Solutions Inc.
(2) Head office	8F World Import Mart Building, 3-1-3Higashi-Ikebukuro,
	Toshima-ku, Tokyo
(3) Name of representative	Akira Mizuo ,President and Representative Director
(4) Description of business	CRO
(5) Paid-in capital	¥50,000,000
(6) Date of establishment	September 2, 2024 (planned)

3.Overview of the Counterparty of the ShareAcquisition (as of June 30, 2023)

	(1) Corporate name		INTAGE Healthcare Inc.
	(2) Head office		13F Ochanomizu SolaCity, 4-6Kanda-Surugadai, Chiyoda-
		ku, Tokyo
	(3) Name and title of representative	Keita Murai, President and Representative Director
	(4) Description of business		Market research for over-the-counter and prescription drugs,
		CRO services, etc.
	(5) Paid-in capital		¥145,400,000
	(6) Date of establishment		December 15, 1994
	(7) Major shareholders and their	INTAGE HOLDINGS Inc. (100%)
	holding ratio
	(8) Net assets		¥7,799,947 thousand
	(9) Total assets		¥9,283,549 thousand
			Capital		None
			relationship
	(10) Relationships between	Alfresa	Human		None
	Holdings Corporation and	INTAGE	relationship
	Healthcare Inc.		Transactional		None
			relationship
			Related parties		None
4.Number of SharesAcquired and Shares Held before and afterAcquisition
	(1) Number of shares held before	0
	the acquisition		Voting rights: 0%
	(2) Number of shares acquired	25 (100%)
	(3)Acquisition price		¥2.5 billion
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(4) Number of shares held after	25 (100%)
the acquisition	Voting rights: 100%
5.Timeline
(1)	Conclusion of share transfer agreement	June 17, 2024
(2)	Establishment of new company through	September 2, 2024
incorporation-type company split
(3)	Completion of share acquisition		September 2, 2024

6.Outlook

While the impact of the acquisition on performance is expected to be minimal at the current time, we believe that it will significantly contribute to enhancing the Group's corporate value in the medium to long term.

If matters arise in the future related to said acquisition that need to be disclosed, we will inform the relevant parties in a timely manner.

About theAlfresa Group

TheAlfresa Group is a leader in the Japanese healthcare industry and is dedicated to making its corporate philosophy, "we create and deliver a fresh life for all," come true through a wide range of business lines, including ethical pharmaceuticals wholesaling, OTC pharmaceuticals wholesaling, pharmaceutical manufacturing, and operating dispensing pharmacies.Alfresa Holdings Corporation (TSE:2784) reported consolidated revenue of ¥2.8 trillion for the fiscal year ended March 31, 2024. For more information, please see: https://www.alfresa.com/eng/

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