Joint Acquisition of minacolor inc.

to Form New Business with NTT DOCOMO, INC.

Medley, Inc.

October 22, 2021

1

Disclaimer

In preparing these materials, Medley, Inc. ("the Company") relies upon and assumes the accuracy and completeness of all available information. This presentation may contain

future assumptions, prospects and forecasts based on planning, but these forward-looking statements are based on the information that is currently available to us, and on certain

assumptions that we assume to be reasonable, but the Company does not promise to achieve these. Major differences may occur between the forecast and the actual performance,

including changes in economic conditions, consumer needs and user preferences; competition with other companies; changes in laws, regulations and others; and a number of other

future factors. Therefore, the actual performance announced may vary depending on these various factors.

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2

Summary

Objectives

Joint acquisition

of shares

Overview of

Underwriting of

transaction

capital increase

through third-

party allotment

Underwriting of

convertible

bonds with stock acquisition rights

  • Expeditiously launch new services for users with NTT DOCOMO
    • Leverage minacolor's knowhow to jointly develop businesses with NTT DOCOMO that will support patients in making use of medical and healthcare services
  • Jointly acquire all outstanding shares of minacolor with NTT DOCOMO
    • Percentage of voting rights after the acquisition: NTT DOCOMO 85.1%, Medley 14.9%
    • Medley's share acquisition cost: 178 million yen
    • Signing date of share purchase agreement: October 22, 2021
    • Closing date of acquisition: October 29, 2021 (scheduled)
  • Jointly underwrite the capital increase through third-party allotment conducted by minacolor with NTT DOCOMO
    • Percentage of voting rights after the underwriting: NTT DOCOMO 85.1%, Medley 14.9%
    • Medley's total underwriting cost: 485 million yen
    • Signing date of underwriting agreement: October 29, 2021 (scheduled)
  • Solely underwrite convertible bonds with stock acquisition rights issued by minacolor
    • Objectives: To support minacolor's aggressive investments/ to hold rights to convert minacolor into an equity method affiliate in the future
    • Percentage of voting rights after full conversion: 33.4%
    • Medley's total underwriting cost: 1,239 million yen
    • Signing date of underwriting agreement: October 29, 2021 (scheduled)

Impact on our consolidated

financial performance

  • Impact on consolidated financial results for FY2021: Expected not to be material
  • Mid-termfinancial performance: Expected to have positive impact on our sales and cost of our Medical PF and equity method gains/losses in the affiliate

Copyright© Medley, Inc . ALL RIGHTS RESERVED .

3

Objective

Based on the growth in installation of our telemedicine and online drug administration guidance systems, we view promoted

dissemination of the apps to patient users as our next growth driver. Medley and NTT DOCOMO will jointly acquire all

outstanding shares of minacolor in order to expeditiously launch new services for patient users which Medley and NTT

DOCOMO are preparing the joint operation.

FY21 Q2

FY21 Q3

FY21 Q4

Signing of capital and

business alliance agreement

（April）

Established work team to "Bring closer a

future where patients make full use of

medical/healthcare"

Increasenumberof

patientusers

Increase

Acceleration of

Increase

chances

appropriate

incentives

touse

dissemination of

to install

system

telemedicine

system

Increase number

of medical

Collaboration with DOCOMO shops

(Started in August）

Joint operation of telemedicine app

（Scheduled to begin in November-December）

Provision of telemedicine system to at-

Integration with Docomo d account

allowing seamless use of telemedicine

home COVID-19 patients free of charge

and online drug administration guidance app

（Started in September）

Jointly launch

Launch of new services for users (Launch date: TBA)

new sevices

• Provision of services using functions such as telemedicine

with minacolor soon

tailored to meet the needs of individual users

• Considering teaming up with other companies

institutions

Copyright© Medley, Inc . ALL RIGHTS RESERVED .

4

Leverage minacolor's knowhow to develop businesses that will

New Service:

support patients in making use of medical and healthcare services

Medley and NTT DOCOMO will jointly hold minacolor and combine the assets and knowhow of these three companies to

swiftly develop services that will support patients in making use of medical and healthcare services. We will disclose details

on these services as appropriate.

Development and provision of services

to support patients in making use of

Knowhow to operate large-scale business

medical healthcare services

Strong end user membership base

(Details: TBA)

Development/operation capabilities in medical services

  • Knowhow in fields such as contact points, management, and promotion

Strong customer base in the medical healthcare field

- Tie-ups with customers of telemedicine and

online drug administration guidance systems

Knowhow related to online support

of patients

Telemedicine

Copyright© Medley, Inc . ALL RIGHTS RESERVED .

5

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Medley Inc. published this content on 22 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 October 2021 06:03:02 UTC.