Medley : Notice Regarding Partial Succession of Business from Wholly-owned Subsidiary (MEDiPASS Co., Ltd.) Through Company Split (Simplified Split)

[Translation]

	November 18, 2021
Company name:	MEDLEY, INC.
Representative:	Kohei Takiguchi
	President and Chief Executive Officer
	(TSE Mothers Code No.4480)
Contact:	Yuta Tamaru
	Director and Head of Corporate Division
	TEL: [phone]

Notice Regarding Partial Succession of Business from Wholly-owned Subsidiary (MEDiPASS Co., Ltd.)

Through Company Split (Simplified Split)

MEDLEY, INC. (the "Company") hereby announces that the Company resolved at its Board of Directors Meeting held on November 18, 2021 that, effective on January 1, 2022 (scheduled), the Company will succeed the "MEDiPASS Academy" and "Goika no Kaigo" businesses (the "Businesses") operated by MEDiPASS Co., Ltd. ("MEDiPASS"), a wholly owned subsidiary of the Company, by way of company split (the "Company Split"), and that the Company has entered into an agreement ("the Agreement") related to the Company Split. As the Company Split is a simplified absorption-type split in which the wholly owned subsidiary transfers parts of its businesses to the Company, certain disclosure items and details have been omitted in this announcement.

1. Purpose of the Company Split

As announced on February 12, 2021 ("Notice Regarding Acquisition of MEDiPASS Co., Ltd"), the Company acquired all outstanding shares of MEDiPASS, converting it to a wholly owned subsidiary and the two companies have promoted initiatives together to maximize synergistic benefits. Both companies have decided to execute the Company Split to aggregate management resources through the Company's succession of the Businesses, in which considerable synergistic benefits are expected, aiming to enable more flexible and dynamic development of the Company's businesses.

2. Summary of the Company Split

1. Schedule of the Company Split

(1)	Date of resolution by the Board of Directors	November 18, 2021
(2)	Signing date of the Agreement	November 18, 2021
(3)	Effective date (scheduled)	January 1, 2022 (scheduled)

Note: The Company Split is a simplified absorption-type company split defined in Article 796, Paragraph 2 of the Companies Act with respect to the Company as the successor company, and a summary absorption-type company split prescribed under Article 784, Paragraph 1 of the Companies Act with respect to MEDiPASS as the splitting company. Therefore, neither the Company nor MEDiPASS will hold a general meeting of shareholders for approval of the Agreement.

2) Method of the Company Split

This will be an absorption-type split wherein the Company will be the successor company and MEDiPASS, a

wholly owned subsidiary of the Company, will be the splitting company.

3) Details of allotments related to the Company Split

No allotment of shares or other delivery of consideration will be made under the Company Split.

1. Handling of stock acquisition rights and bonds with stock acquisition rights associated with the Company Split Not applicable.
2. Capital increase/decrease due to the Company Split

There will be no increase or decrease in the capital of the Company due to the Company Split.

6) Rights and obligations assumed by the successor company

Through the Company Split, the Company will succeed assets, liabilities, agreements and other rights and obligations related to the Businesses as stipulated in the Agreement.

7) Prospect of fulfillment of obligations

The Company believes that there are no issues with the prospect of fulfillment of obligations to be performed by the Company and MEDiPASS on or after the effective date of the Company Split.

3. Overview of the companies involved in the Company Split

		Splitting company		Successor company
		(as of March 31, 2021)	(as of September 30, 2021)
(1)	Company name	MEDiPASS Co., Ltd.		MEDLEY, INC.
(2)	Head office	2-29-5Nishi-Gotanda,Shinagawa-ku,	3-2-1 Roppongi, Minato-ku, Tokyo
		Tokyo
(3)	Name and title	Hiroshi Oda, Representative Director	Kohei Takiguchi, President and CEO
	of representative	and CEO
(4)	Description of business	Operation of online video nursing care	Recruitment Platform Business
		training service "MEDiPASS		Medical Platform Business
		Academy," online introduction service
		for paid senior living facilities "Goika
		no Kaigo," business management
		support for home healthcare and
		nursing care providers, etc.
(5)	Capital	100 million yen		6,664 million yen
(6)	Date of establishment	September 1, 2008		June 5, 2009
(7)	Number of shares issued	320,000		32,177,900
(8)	Fiscal year end	December 31 (Note 1)		December 31
(9)	Major shareholders and	MEDLEY, INC.	100.00%	Kohei Takiguchi	18.54%
	their holding ratios (Note			Goichiro Toyoda	10.75%

2)		CREDIT SUISSE	6.84%
		(LUXEMBOURG) S.A. /
		CUSTOMER ASSETS.
		FUNDS UCITS
		(standing proxy: MUFG
		Bank, Ltd.)
		NORTHERN TRUST	3.62%
		CO. (AVFC) RE IEDU
		UCITS CLIENTS NON
		LENDING 15 PCT
		TREATY ACCOUNT
		(standing proxy: HSBC
		Tokyo Branch)
		Custody Bank of Japan,	3.09%
		Ltd.
		(securities investment
		trust account)
		NTT DOCOMO INC.	2.90%
		MSIP CLIENT	2.34%
		SECURITIES
		(standing proxy: Morgan
		Stanley MUFG Securities
		Co., Ltd.)
		THE BANK OF NEW	2.02%
		YORK, NON-TREATY
		JASDEC ACCOUNT
		(standing proxy: MUFG
		Bank, Ltd.)
		BBH FOR UMB BANK,	1.98%
		NATIONAL
		ASSOCIATION-
		OBERWEIS INT OPP
		INSTITUTION FD
		(standing proxy: MUFG
		Bank Ltd.)
		One Globe Capital Co.,	1.37%
		Ltd.

1. Operating results and financial position in previous fiscal year (JPY)

Net assets	419 million	9,717 million
Total assets	592 million	15,519 million
Net assets per share	1,309.77	314.53
Net sales	1,113 million	6,830 million
Operating profit	81 million	396 million
Ordinary profit	82 million	422 million
Net profit	3 million	455 million
Net profit per share	12.20	15.69

Note 1: Fiscal year end has been changed in the general meeting of shareholders held on June 28, 2021.

Note 2: (9) Major shareholders and their holding ratios of the successor company (the Company) are based on data as of June 30, 2021.

4. Overview of the businesses to be split and succeeded

1. Businesses to be split

"MEDiPASS Academy" and "Goika no Kaigo" businesses

2) Business results of the businesses to be split

As the Company Split will be conducted by the Company and its wholly owned subsidiary, the business results of the businesses to be split shall not be disclosed.

3) Items and amounts of assets and liabilities to be split (as of October 31, 2021)

Assets		Liabilities
Item		Book value (JPY)	Item	Book value (JPY)
Current assets		-	Current liabilities	11 million
Non-current assets		55 million	Non-current liabilities	-
Total		55 million	Total	11 million

Note: The above amounts are calculated based on the balance sheet as of October 31, 2021. The actual value to be split will be determined by factoring in changes in the above amounts as of the effective date of the Company Split.

5. Status after the Company Split

Following the Company Split, there will be no change to the company name, head office location, representative positions and names, business details, capital, or fiscal year of the Company.

6. Forecasts

As the Company Split will be conducted by the Company and its wholly owned subsidiary, it will have no material impact on the Company's consolidated financial results.