May 12, 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 Organizational Restructuring through Establishment of an Intermediate
Holding Company, Etc. by Share Transfer of a Consolidated Subsidiary
MTI Ltd. (hereinafter the “Company”) announces that the Board of Directors of the Company resolved at its
meeting held on May 12, 2021 to establish MTI HEALTHCARE HOLDINGS CORPORATION (hereinafter"MTI-HC-HD") as an intermediate holding company in the area of the healthcare business to facilitate anorganizational restructuring between MTI-HC-HD and the companies under its umbrella (hereinafter"Organizational Restructuring"). Details are as follows.
1. Purpose of Organizational Restructuring through the establishment of the intermediate holding
company, etc.
The Company and MEDIPAL HOLDINGS CORPORATION collaborate for the purpose of building a
medical and healthcare platform by disseminating and promoting ICT in the medical and healthcare areas.
While the collaborative relationship between both companies is wide-ranging, the Company and its
consolidated subsidiaries also collaborate in the healthcare business, apart from the joint venture between
both companies. To collaborate more closely and in a more flexible manner, the Company has determinedthat it will be more effective to aggregate the businesses of both companies where there is a high degree ofcollaboration after establishing an intermediate holding company.
2. Summary of Organizational Restructuring through the establishment of the intermediate holding
company, etc.
(1) ScheduleMay 12, 2021

MTI Ltd.

Resolution of the Board of Directors

CARADA medica Inc.

Resolution of the Board of Directors andresolution of the shareholders meeting(Share transfer plan document)
July 1, 2021(Scheduled)

MTI-HC-HD Established

July 15, 2021(Scheduled)

CARADA medica Inc.

Resolution of the Board of Directors andresolution of the shareholders meeting(Distribution of shares of Solamichi System Inc.)
August 31, 2021(Scheduled)

CARADA medica Inc. will distribute all common shares ofSolamichi System Inc. to MTI-HC-HD.
システムの普通株式全部を分配（予定）1

(2) Method and procedures
The method and procedures of the Organizational Restructuring are as follows.
(i) The intermediate holding company will be established with the share transfer of CARADA medica
Inc., a consolidated subsidiary of the Company, on its own.
(CARADA medica Inc. will change to a second-tier subsidiary of the Company)(ii) All the common shares of Solamichi System Inc. held by CARADA medica Inc. (100% stake) will
be distributed to MTI-HC-HD.
・Organizational Restructuring through procedures in (i) above
After share transfer

Before share transfer
MEDIPALHOLDINGS CORPORATIONMTI Ltd.

65.65%MEDIPALHOLDINGS CORPORATIONMTI Ltd.

34.35%

65.65%

34.35%MTI HEALTHCAREHOLDINGS CORPORATIONCARADA medica Inc.

100.00%100.00%

Solaamichi System Inc.

CARADA medica Inc.

100.00%
Solaamichi System Inc.

・Organizational Restructuring through procedures in (ii) above

Before the distribution of shares of Solamichi System Inc.

After the distribution of shares of Solamichi System Inc.

MEDIPALHOLDINGS CORPORATIONMTI Ltd.

65.65%MEDIPALHOLDINGS CORPORATIONMTI Ltd.

34.35%

65.65%MTI HEALTHCAREHOLDINGS CORPORATION

34.35%MTI HEALTHCAREHOLDINGS CORPORATION

100.00%100.00%CARADA medica Inc.

CARADA medica Inc.

100.00%
Solaamichi System Inc.

2

100.00%
Solaamichi System Inc.

(3) Share transfer ratio
Company nameMTI HEALTHCARE HOLDINGSCORPORATION(Wholly owning parent company
incorporated in a share transfer)

Share transfer ratio

CARADA medica Inc.
(Wholly owned subsidiary company
resulting from a share transfer)11(i) Share transfer ratio
One common share of the holding company to be established for one common share of CARADA medica
Inc. will be allotted and delivered to shareholders holding the common shares of CARADA medica Inc.
who are entered in the last shareholder register immediately before the time when all shares outstanding
will be acquired (hereinafter the "Base Time").
(ii) Calculation base of the share transfer ratio
Given that one share of the holding company, which is a wholly owning parent company, will beestablished by the share transfer of CARADA medica Inc. on its own and that the shareholder compositionof CARADA medica Inc. and the holding company will not change at the time of the share transfer, theCompany has decided to allot and deliver one common share of the holding company for one commonshare of CARADA medica Inc. held by its shareholders, giving priority to avoiding the creation of any
disadvantage for shareholders.
(iii) Calculation result, calculation method and calculation basis of a third-party organization
For the reason in (ii) above, a calculation of the share transfer ratio by a third-party organization is notmade.
(iv) Number of shares to be delivered by the share transfer (Scheduled)
Common stock 39,300 shares (Scheduled)This is stated based on 39,300 shares, which is the total number of shares outstanding of CARADA
medica Inc. (as of March 31, 2021). However, if the the total number of shares outstanding of CARADA
medica Inc. changes by the Base Time before the share transfer becomes effective, the number of newshares to be delivered by the holding company above will change.
(v) Matters concerning share acquisition rights and bonds with share acquisition rights associated with theshare transfer
With respect to share acquisition rights issued by CARADA medica Inc., an equal number of new shareacquisition rights of the holding company will be delivered and allotted to the holders of the shareacquisition rights of CARADA medica Inc. in place of the share acquisition rights of CARADA medica
Inc. held by them. CARADA medica Inc. does not issue bonds with share acquisition rights.
3. Overview of the intermediate holding company (Scheduled)
MTI HEALTHCARE HOLDINGS CORPORATION(1) Name(2) Address

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

Yuko Tateishi, CEO3

(4) Nature of business(i) Management of the business of subsidiaries(ii) Other businesses incidental to the above business(5) Capital stock

100 millions of yen(6) Fiscal year

September 30(7) Date of establishment

July 1, 2021

(8) Number of issued shares

39,300 shares(9) Major shareholder andMTI Ltd.

shareholding ratios

65.6%

MEDIPAL HOLDINGS CORPORATION

34.4%

4. 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

3,228 millions of yen(6) Fiscal year

September 30(7) Date of establishment

July 1, 2015(8) Number of issued shares

39,300 shares(9) Major shareholder andMTI Ltd.

shareholding ratios(10) 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.

5. 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 business

Planning, development and sale of systems inside dispensing
pharmacies(5) Capital stock

336 millions of yen(6) Fiscal year

September 30(7) Date of establishment

August 21, 20184

(8) Number of issued shares

1,603 shares(9) Major shareholder andMTI Ltd.

100.0%shareholding ratios(10) 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 theCompany currently serves as acorporate auditor of Solamichi.

Business

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

6. Outlook for the future
The impact on the full-year consolidated financial results of the Company will be minor since this is anorganizational restructuring.
（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

25,5002,100

1,600(1,000)(18.27)～26,500～2,500～2,000～(600)～(10.96)

26,082

2,507

2,082506

9.28

FY2020 (Actual)(For the fiscal year ended
September 30, 2020)＜Points to consider concerning forecasts
Matters 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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