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.

August 22, 2024
To whom it may concern
Company name: JMDC Inc.
Representative: Ryo Noguchi,President and CEO(TSE Prime Market, Stock Code: 4483)
Contact:

Tomohiro Mochizuki,
Executive Officer and CFO(E-mail: ir@jmdc.co.jp)

Notice of Issuance of Share Subscription Rights (Stock Options Offered for Value)
JMDC Inc. (the "Company") announces that at the meeting of the Board of Directors held on
August 22, 2024, its Board of Directors resolved to issue share subscription rights to its directors,
executive officers and employees as well as directors and employees of its subsidiaries in accordancewith the provisions of Articles 236, 238, and 240 of the Companies Act as specified below. This
project will be implemented without the approval of the General Meeting of Shareholders because
share subscription rights will be issued to subscribers for value at a fair price, rather than underparticularly favorable conditions. Share subscription rights will not be offered as remuneration for
eligible persons, but to those who will subscribe to such rights according to their own investment
decisions.

I.

Objectives of and reasons for offering share subscription rights
To “Realize a Sustainable Healthcare System with the Power of Data and ICT,” the JMDC Groupis accelerating its business expansion with a business model that involves building data
infrastructure by providing services in the field of healthcare for improving health and increasing
healthcare efficiency, and using the data to evolve its service content. The utilization of digitaltechnologies in the healthcare sector is increasing, driven by the spread of COVID-19. This change
in the environment provides opportunities for the JMDC Group to expand its services and makebusiness investments to accumulate data. The JMDC Group aims to seize these opportunities that aregrowing exponentially and build momentum to raise its business stage by several levels.
Amid these circumstances, the Company believes that retaining and attracting competent people
in and outside the JMDC Group and further boosting their motivation and morale are essential forexpanding its business into new areas beyond existing ones and increase profits through this1

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.
expansion. To this end, the Company has decided to issue share subscription rights for value to its
directors, executive officers and employees as well as directors and employees of its subsidiaries
The total increase in the number of the Company’s Common shares upon the exercise of all sharesubscription rights represents 1.04% of the total number of issued shares as of the end of July 2024.
However, the share subscription rights can only be exercised on the condition that a pre-determined
performance goal has been achieved, so the Company recognizes that the issuance of these rights
will contribute to the attainment of its medium-term goals, thereby helping to enhance its corporate
value and shareholder value. For this reason, it also recognizes that the issuance of these rights willcontribute to the interests of existing shareholders from a medium- to long-term perspective and thatits effects on the dilution of its shares are reasonable.

II.

Procedures for the issuance of share subscription rights

1.

Number of share subscription rights
6,790
The total number of common shares of the Company to be delivered upon the exercise of
the share subscription rights is 679,000. If the number of shares granted for share subscription
rights is adjusted as specified in Section 3.(1) below, the total number of shares to be delivered
upon the exercise of share subscription rights shall be adjusted to the number obtained bymultiplying the number of shares granted after adjustment by the number of share subscriptionrights.

2.

Amount to be paid in exchange for share subscription rights
The issue price of one share subscription right shall be 500 yen. The amount was determinedby referring to the results of the calculation that PLUTUS CONSULTING Co., Ltd., a thirdparty evaluation institution, obtained using Monte Carlo simulations, a commonly-used option
pricing model, based on factors such as the Company’s share price information.

3.

Details of share subscription rights(1) Type and number of shares to be delivered upon the exercise of share subscription rights
The number of the Company’s common shares to be delivered upon the exercise of one
share subscription right (the "Number of Shares Granted") shall be 100.
The Number of Shares Granted shall be adjusted using the formula indicated below if theCompany splits or combines its shares (including any allotment of the Company’s commonshares without contribution; the same applies hereinafter) after the allotment date of theshare subscription rights. However, such adjustment shall be made only for the number ofshares underlying the share subscription rights that remain unexercised at the time of theshare split or combination, and any fractions of one share resulting from the adjustment
shall be rounded down.

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.
Number of Shares Granted after adjustment = Number of Shares Granted before
adjustment × Split (or combination) ratio
If the Company effects a merger with another company, a company split, a reduction inshare capital, or otherwise needs to adjust the Number of Shares Granted in cases similar tothese after the allotment date of share subscription rights, the adjustment shall be madeproperly within a reasonable range.
(2) Value of the property to be contributed upon the exercise of share subscription rights or themethod of calculating the value
The value of the property to be contributed upon the exercise of share subscription rights
shall be the amount obtained by multiplying the amount paid per share (the "ExercisePrice") by the Number of Shares Granted.
The Exercise Price shall be the closing price of the Company's common stock on theTokyo Stock Exchange on the allotment date of the share subscription rights (or the closing
price of the immediately preceding trading day if no trading has been effected).
If the Company splits or combines its shares after the allotment date of sharesubscription rights, the Exercise Price shall be adjusted using the formula shown below, andany fractions of one yen resulting from the adjustment shall be rounded up.
1
Post-adjustment Exercise Price = Pre-adjustment Exercise Price ×Split (or combination) ratio
If the Company issues new common shares or disposes of its treasury stock at a pricelower than the market price (excluding the issuance of new shares and disposal of treasury
stock based on the exercise of share subscription rights, and transfer of treasury stock due toshare exchange) after the allotment date of share subscription rights, the Exercise Price shallbe adjusted using the formula shown below, and any fractions of one yen resulting from theadjustment shall be rounded up.
Number ofAmount paid
newly issued ×
Number ofper sharesharesalready issued +sharesMarket price per share before newissuance
Post-adjustment
Pre-adjustment=×
Exercise Price
Exercise Price
Number of already issued shares +Number of newly issued sharesIn the formula shown above, the number of already issued shares refers to the number
obtained by deducting the number of common shares held as treasury stock from the total
number of issued common shares; and if the Company’s common shares held in treasury aredisposed of, the number of newly issued shares shall be replaced by the number of disposed
treasury shares.

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.
In addition to the case cited above, if the Company effects a merger with anothercompany, a company split, a reduction in share capital, or otherwise needs to adjust theExercise Price in cases similar to these after the allotment date of share subscription rights,
the Company may adjust the Exercise Price properly within a reasonable range.
(3) Period during which share subscription rights may be exercised
The period during which the share subscription rights may be exercised (the "ExercisePeriod") shall be from July 1, 2027 to July 31, 2033.
(4) Matters related to the increase in share capital and capital reserve
1)

The amount of increase in share capital when new shares are issued upon the exerciseof share subscription rights shall be half the maximum amount of increase in sharecapital, etc. calculated in accordance with Article 17, Paragraph 1 of the Regulation on
Corporate Accounting. Any fractions of one yen resulting from the calculation shall berounded up.

2)

The amount of increase in capital reserve when new shares are issued upon the exerciseof share subscription rights shall be the amount obtained by deducting the amount ofincrease in share capital provided in 1) above from the maximum amount of increase inshare capital, etc. stated in 1) above.

(5) Restrictions on acquisition of share subscription rights through transfer
Any acquisition of share subscription rights through transfer shall require approval basedon a resolution of the Company's Board of Directors.
(6) Conditions for exercising share subscription rights
1)

Persons who have been allotted share subscription rights ("Holders of Share
Subscription Rights") may exercise them only if the condition specified below is met.
AThe Company's consolidated EBITDA exceeds 18.5 billion yen in any of the fourbusiness years between the business year ending March 2027 and the businessyear ending March 2030. (“Consolidated EBITDA” refers to the amount obtainedby deducting the amount of "other income" from, and adding the amount of "otherexpenses" to, the amount of "operating profit" stated in the consolidated statementof income contained in the annual securities report or audited financial statements,
plus the amount of "depreciation and amortization" stated in the consolidated
statement of cash flows.)

2)

Holders of Share Subscription Rights are not required to be a director, executive
officer, or employee of the Company or its subsidiary at the time when the condition
specified in Section 3.(6)1) above for share subscription rights is met or when they
exercise share subscription rights. However, if Holders of Share Subscription Rights
are not a director, executive officer, or employee of the Company or its subsidiary for acertain period of time between September 12, 2024 and March 31, 2026, or if theCompany's Board of Directors deems it inappropriate for them to own such rights,
4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.
including cases in which they are removed from office or subjected to disciplinary
dismissal, they shall not be able to exercise their share subscription rights.
3)

In case of succession with respect to a Holder of Share Subscription Rights, the legal
heir of the Holder of Share Subscription Rights may exercise the share subscription
rights held by the Holder of Share Subscription Rights during the Exercise Period(however, if there are two or more such legal heirs, only one person who is specified toacquire the share subscription rights according to the partition of the estate or byagreement of all the legal heirs may exercise the rights).

4)

If the exercise of share subscription rights causes the total number of issued shares of
the Company to exceed the number of its authorized shares at the time of the exercise,those share subscription rights may not be exercised.

5)
4.

Fractions of one share subscription right may not be exercised.

Allotment date of share subscription rights
September 12, 2024

5.

Matters related to the acquisition of share subscription rights(1) If a merger agreement under which the Company becomes a defunct company, an agreement
or plan for a company split under which the Company becomes a split company, or a shareexchange agreement or share transfer plan under which the Company becomes a whollyowned subsidiary is approved by the General Meeting of Shareholders (or by resolution ofthe Board of Directors if the approval of the General Meeting of Shareholders is not
required), the Company may acquire all of the share subscription rights free of charge upon
arrival of the day separately specified by its Board of Directors arrives.
(2) If a Holder of Share Subscription Rights becomes unable to exercise the share subscription
rights in accordance with the provisions of Section 3.(6) above before exercising them, theCompany may acquire them free of charge.

6.

Handling of share subscription rights in case of organizational restructuring
If the Company merges with another company (limited to the case in which it becomes
defunct through the merger), undergoes an absorption- or incorporation-type split, or conducts ashare exchange or transfer (collectively referred to as "Organizational Restructuring"), the sharesubscription rights of relevant stock companies listed in (a) through (e) of Article 236,
Paragraph 1, Item 8 of the Companies Act shall be respectively delivered to Holders of Share
Subscription Rights under the conditions set forth below on the effective date of theOrganizational Restructuring. However, this applies only if the absorption-type mergeragreement,

incorporation-typemergeragreement,

absorption-type

splitagreement,

incorporation-type split plan, share exchange agreement, or share transfer plan stipulates thatshare subscription rights for the relevant stock company shall be issued under the conditions setforth below.
(1) The number of share subscription rights of the relevant stock company to be delivered
5Note: This document has been translated from the Japanese original for reference purposes only. Inthe event of any discrepancy between this translation and the Japanese original, the original
shall prevail.
The same number of share subscription rights as those owned by Holders of Share
Subscription Rights shall be issued.
(2) Type of shares of the relevant stock company to be delivered upon the exercise of sharesubscription rights
The type of shares shall be common shares in the relevant stock company.
(3) Number of shares of the relevant stock company to be delivered upon the exercise of sharesubscription rights
The number shall be determined in accordance with Section 3.(1) above while taking
into account the conditions of the Organizational Restructuring.
(4) Value of the property to be contributed upon the exercise of share subscription rights
The value of the property to be contributed upon the exercise of share subscription rights
shall be the amount obtained by multiplying the post-restructuring Exercise Price, which isobtained by adjusting the Exercise Price specified in Section 3.(2) above in consideration offactors such as the conditions of the Organizational Restructuring, by the number of sharesin the relevant stock company to be delivered upon the exercise of share subscription rights,
as determined under Section 6.(3) above.
(5) Period during which share subscription rights may be exercised
The period shall be from the first day of the Exercise Period stipulated in Section 3.(3)above or the effective date of the Organizational Restructuring, whichever comes later, until
the last day of the Exercise Period stipulated in Section 3.(3) above.
(6) Matters related to the increase in share capital and capital reserve when new shares areissued upon the exercise of share subscription rights
These matters shall be determined in accordance with Section 3.(4) above.
(7) Restrictions on acquiring share subscription rights through transfer
Restrictions on acquiring share subscription rights through transfer shall be that theacquisition shall require approval based on a resolution of the Board of Directors of therelevant stock company.
(8) Other conditions for exercising share subscription rights
These conditions shall be determined in accordance with Section 3.(6) above.
(9) Reasons and conditions for obtaining share subscription rights
These reasons and conditions shall be determined in accordance with Section 5. above.
(10) Other conditions shall be determined according to the conditions set by the relevant stockcompany.
7.

Matters related to certificates for share subscription rights
The Company shall not issue certificates for the share subscription rights.

8.

Date of payment to be made in exchange for share subscription rights
September 12, 2024

9.

Persons eligible to the allotment of share subscription rights and their number
6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.
6,790 share subscription rights for 56 directors, executive officers and employees of theCompany as well as directors and employees of the Company's subsidiaries.
The numbers mentioned above indicate the upper limits, and the numbers of persons who
have actually been allotted share subscription rights and the number of share subscription rightsthat are actually allotted may decrease depending on factors such as the state of applications forthe subscription to such rights.

7