February 16, 2021
For Immediate Release:
MTI Ltd.
Toshihiro Maeta,President and Chief Executive Officer
Listing: Tokyo Stock Exchange(First Section) [9438]
Contact: Hiroshi Matsumoto, Senior managing Director
Tel: +81-3-5333-6323

Notice Concerning Rights Issue of Consolidated Subsidiary andTransfer of Shares of Consolidated Subsidiary
MTI Ltd. (hereinafter the “Company”) announces that the Board of Directors of the Company resolved at its
meeting held on February 16, 2021 that CARADA medica Inc. (hereinafter “CARADA medica”), aconsolidated subsidiary of the Company, would conduct a rights issues with the Company and MEDIPALHOLDINGS CORPORATION (hereinafter “MEDIPAL”) as the recipients and that the Company would
transfer all the shares of Solamichi System Inc. (hereinafter “Solamichi”), a consolidated subsidiary of theCompany, it owns to CARADA medica. Details are as follows.
Part of disclosure matters and contents are omitted, given that the organizational restructuring above is arights issue and transfer of shares involving only the Company and its consolidated subsidiary.
I. Purpose of the rights issue and the transfer of shares
The Company and MEDIPAL began a capital and business alliance in June 2016 for the purpose ofdisseminating and promoting ICT in the medical and healthcare areas and building a medical and healthcare
platform (hereinafter the "Purposes"). In November 2018, CARADA medica conducted a capital increase
through a private placement to MEDIPAL (MEDIPAL's investment ratio was 34.4%) to accelerate its efforts
to achieve the Purposes by deepening the collaborative relationship between both companies.
Given that collaboration in the cloud medical history business for pharmacies has made the most progressas the collaborative relationship with MEDIPAL has deepened in the healthcare business of the MTI Group,
the Group will build a system to advance collaboration with MEDIPAL more easily by transferring all theshares of Solamichi, which operates the cloud medical history business for pharmacies, from the Company
to CARADA medica. To implement this transfer of shares, CARADA medica has decided to conduct rights
issue to raise funds to acquire all the shares of Solamichi from the Company.
II. Rights issue by CARADA medica
1. Overview of the rights issue(1) Class and the number of shares toCommon stock 13,100 shares

be issued(2) Amount of funds to be raised

6,157 millions of yen(3) Payment dateFebruary 26, 2021 (Scheduled)(4) Capital stock after the rights issue

3,228.5 millions of yen(5) Investment ratio after the rights

MTI Ltd. 65.6%

issue

MEDIPAL HOLDINGS CORPORATION

134.4%

2. Overview of CARADA medica(1) NameCaradamedica Inc.

(2) Address

Tokyo Opera City Tower 3-20-2,
Nishi-Shinjuku, Shinjuku-ku, Tokyo(3) Name and title of representative

Seitaro Sugawara, CEO(4) Nature of business

Provision business of systems for online medical treatment andonline drug administration guidance andProvided services and the healthcare content delivery business(5) Capital stock

150 millions of yen(6) Date of establishment

July 1, 2015(7) Major shareholder andMTI Ltd.

shareholding ratios(8) Relationships between theCompany and CARADA medica

65.6%

MEDIPAL HOLDINGS CORPORATION

34.4%

CapitalThe Company holds 65.6% of shares

relationshipoutstanding of CARADA medica.

Personal

One director and two executive officers of therelationship

Company currently serve as the directors ofCARADA medica, and one director of theCompany currently serves as a corporate
auditor of CARADA medica.

Business

The Company is entrusted with therelationshipdevelopment, sales and management businessof software by CARADA medica.

3. Overview of the recipient (MEDIPAL)(1) Name

MEDIPAL HOLDINGS CORPORATION(2) Address

2-7-15, Yaesu, Chuo-ku, Tokyo(3) Name and title of representative

Shuichi Watanabe, CEO(4) Nature of businessAs a holding company, MEDIPAL controls, administers andsupports the operating activities of companies in which it holds
shares in the Prescription Pharmaceutical Wholesale Business,the Cosmetics, Daily Necessities and OTC Pharmaceutical
Wholesale Business, and the Animal Health Products and Food
Processing Raw Materials Wholesale Business, and conducts
business development for the MEDIPAL Group.

(5) Capital stock

22,398 millions of yen(6) Date of establishment

May 6, 1923

(7) Relationship between theCapital

MEDIPAL holds 34.3% of shares

relationshipoutstanding of CARADA medica.

Personal

One director of the MEDIPAL(Consolidatedrelationshipsubsidiary) currently serve as the directors ofMEDIPAL and CARADA medica

CARADA medica, and one executive officercurrently serves as a corporate auditor of
CARADA medica.
Business

MEDIPAL is entrusted with sales business byrelationship

CARADA medica.

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(8) Operating results and financial position of MEDIPAL for the most recent three years
Fiscal year (Consolidated)

For the fiscal

For the fiscal

For the fiscal

year ended

year ended

year ended

March 31, 2018

March 31, 2019

March 31, 2020

Net assets(Millions of yen)572,656

592,848

607,424

Total assets(Millions of yen)

1,618,819

1,617,911

1,644,279(Yen)

2,154.93

2,233.52

2,382.88

Net sales(Millions of yen)

3,146,314

3,181,928

3,253,079

Operating income(Millions of yen)

44,26049,827

53,109Ordinary income(Millions of yen)

57,34963,91468,020(Millions of yen)

34,78034,35937,968(Yen)

154.13154.09175.80Net assets per share

Profit attributable toowners of parent
Net income per share

4. Status of shares owned after the rights issue
MEDIPAL

MTI
Number ofInvestment

Number ofInvestment

shares owned

ratioshares owned

ratio(1) Before the rights issue

17,200 shares

65.6%

9,000 shares

34.4%(2) After the rights issue

25,800 shares

65.6%

13,500 shares

34.4%

III. Transfer of shares of Solamichi
1. Overview of the transfer of shares(1) Transferee

Caradamedica Inc. (Consolidated subsidiary)(2) Amount of transfer

6,412 millions of yen(3) Date of transfer

March 12, 2021 (Scheduled)(4) Investment ratio after the transfer

Caradamedica Inc.

100.0%

2. Overview of Solamichi(1) NameSolamichi System Inc.

(2) Address

Tokyo Opera City Tower 3-20-2,
Nishi-Shinjuku, Shinjuku-ku, Tokyo(3) Name and title of representative

Takahiro Taura, CEO(4) Nature of businessPlanning, development and sale of systems inside dispensing
pharmacies(5) Capital stock

336 millions of yen(6) Date of establishment

August 21, 2018(7) Major shareholder andMTI Ltd.

100.0%shareholding ratios(8) Relationships between theCompany and Solamichi System

CapitalThe Company holds 100.0% of shares

relationshipoutstanding of Solamichi.

Personal

Three executive officers and one stuff of therelationship

Company currently serve as the directors ofSolamichi, and one executive officer of the3Company currently serves as acorporate auditor of Solamichi.
Business

The Company is entrusted with therelationshipdevelopment, sales and management businessof software by Solamichi.

3. Overview of the recipient of the transfer of shares (CARADA medica)
The same as II. Rights issue by CARADA medica of “2. Overview of CARADA medica”.
4. Status of shares owned after the transfer of shares
MTI(1) Before the transfer ofshares(2) After the transfer ofshares

CARADA medica

Number ofInvestment

Number ofInvestment

shares owned

ratioshares owned

ratio

1,603 shares

100.0%

0 share0.0%

0 share0.0%

1,603 shares

100.0%Ⅳ. Outlook for the future
The impact of this matter on the full-year consolidated results forecast is minor.
（Reference）
ProfitNet sales

Operating

Ordinary

attributable

Net income

incomeincometo owners

Per shareof parent
Earnings forecast for FY2021(For the fiscal year ending
September 30, 2021)

Millions of yen

Millions of yen

Millions of yen

Millions of yen

Yen

25,500

2,100

2,100

1,300

23.79

～26,500～2,500～2,500～1,700～31.1026,082

2,507

2,082506

9.28

FY2020 (Actual)(For the fiscal year ended
September 30, 2020)4＜Points to consider concerning forecastsMatters stated in this material concerning results forecasts are based on assessments, assumptions andconvictions derived from information available to the Company at the time when this material is published.
They may differ significantly from actual results due to a variety of factors, including future economic
conditions in Japan and overseas, changes in conditions for business operations in Japan and overseas, oruncertain factors and potential risks inherent in forecasts. Those risks and uncertain factors include
unpredictable effects on results that may arise from future events.
Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Contact information for inquiries
Investor Relations OfficeE-mail: ir@mti.co.jp
URL： https://www.mti.co.jp/eng

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