Medley : Capital and Business Alliance with NTT DOCOMO,INC.

Capital and Business Alliance with NTT DOCOMO, INC.

Medley, Inc.

April 26, 2021

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.

This material has been prepared solely for the purpose of publicly announcing the capital increase by way of the third-party allotment of the Company's new shares, and is not

to be construed as a solicitation or an offer to buy or sell any securities and should not be treated as giving investment advice to recipients.

Copyright© Medley, Inc . ALL RIGHTS RESERVED .	2

Summary

Objectives

Overview of

transaction

• Bring closer a future where patients make full use of medical healthcare
• • Accelerate appropriate dissemination of telemedicine (joint management of CLINICS app)
  • Develop new services for end-users
• Formation of capital and business alliance agreement with NTT DOCOMO
• Third-partyallotment of new shares to NTT DOCOMO (equivalent of 3% of Medley's issued shares)(1)
• • Number of new shares: 933,100 shares (dilution ratio: 3.0%)
  • Issue price: JPY 5,500 per share
  • • Premiums applied to the recent (April 23) share price and the average share prices over the past one month, three months,
      and six months
  • Estimated net proceeds: JPY 5,083 million
  • Payment date: May 11, 2021

Expected

synergies

Use of funds

• Expansion of the Medical PF Business by leveraging the assets of two companies with different strengths
• • NTT DOCOMO: Strong membership base (knowhow in fields such as contact points, management, and promotion)
  • Medley: Development and management capabilities in the field of medical services, and strong customer base in the
    medical healthcare field

• The net proceeds of JPY 5,083 million will be allocated to M&A opportunities which benefit this capital
  and business alliance

(1) The total number of issued shares referred is 30,889,100 as of December 31, 2020	Copyright© Medley, Inc . ALL RIGHTS RESERVED .	3

Objectives: Accelerate appropriate dissemination of telemedicine and

develop new services for end-users

We will leverage the sizable assets of the two companies and, in addition to promoting telemedicine properly through joint

management with NTT DOCOMO of our telemedicine app CLINICS (see page 6), we will develop new services for users to

bring closer a future where patients make full use of medical and healthcare.

① Joint management of CLINICS app

② New services for end-users

Strong customer base

• 80,000 medical institutions(1)

Development and management

capabilities in the field of medical services

• Patient-facingmedia
• Systems for hospitals
• Systems for medical clinics
• Systems for pharmacies
• Symptom checker(2)

• Integrated patient data base(2)

• Medical systems integration database(2)

• Blockchain-basede-prescribing system(2)

Largest user contact points in Japan

• Number of mobile telecom contracts: 70.29 million(3)
• d POINT CLUB: 79.67 million members(4)
• DOCOMO shops: 2,330 locations(5)

Strong capabilities to provide a variety of

services to end-users

• d POINT CLUB (customer loyalty program)
• d Barai (mobile payment service)
• d healthcare (app)
• Medicine Notebook Link (app)

1. Number of medical institutions (medical, dental, pharmaceutical) served by our Recruitment PF and
   Medical PF businesses as of end-2020
2. Patent received for Symptom checker (patent No. 6844088), patents pending for others
3. Ministry of Internal Affairs and Communications "Announcement of quarterly data on the number of
   subscriptions and market share of telecommunications services (FY2020 Q2 (end-September))"
4. NTT DOCOMO, INC. "Financial Data Book for FY2020/3Q"
5. Number of NTT DOCOMO stores according to MCA Inc. "Carrier Shop Deployment Status and List of
   Stores Spring 2021"

Copyright© Medley, Inc . ALL RIGHTS RESERVED .	4

Growth in enterprise value from expected synergies

This partnership will strengthen the growth cycle wherein the number of CLINICS app users increases along with the

number of medical institution customers served and enable us to expand revenues by developing new services for end-

users. We believe the resulting long-termgrowth in enterprise value will outweigh the dilution impact.

Strengthening of growth cycle in the Medical PF Business

Development of new services for end-users (example)

Partnership with

Increase in

NTT DOCOMO

CLINICS app users

Forpatients

withintractable

diseases

Childrearing	Senior
support	support

Increased

opportunities for use

of telemedicine

Growth of

Medical PF Business

Higher incentives to use

services such as

Expand revenues from new

CLINICS and Pharms

services for end-users

Health

Rehabilitation

supportsupport

Increase in number of medical

institutions served

Joint management of telemedicine app				Leveraging of telemedicine assets

• Leveraging of NTT DOCOMO's membership base and promotion knowhow to increase the number of CLINICS app users
• Growth in CLINICS end-user base increases incentives for medical institutions to introduce telemedicine system
• Increase in number of medical institutions using telemedicine results in increased opportunities for end-users to make use of telemedicine, thereby driving further growth in our end-user base

• Provide services that leverage telemedicine capabilities to meet diverse, specific needs of end-users
• Both Medley and NTT DOCOMO will consider a wide range of partnerships with other companies

Copyright© Medley, Inc . ALL RIGHTS RESERVED .	5

(Reference) Appropriate dissemination of telemedicine in Japan

Telemedicine in Japan that benefits patients and medical institutions requires three essential prerequisites: 1) widespread

adoption in secondary medical care areas(1) to promote GP system(2), 2) enhanced accessibility to specialized medical care,

and 3) safety and reliability. As a telemedicine systems provider, Medley partners with related institutions including the

government to take on the crucial mission of disseminating telemedicine in Japan together with NTT DOCOMO.

Appropriate dissemination of telemedicine in Japan

Patients

Widespread adoption in

secondary medical care areas

•	Medical care that combines telemedicine and face-to-face medical examinations becomes rooted
	in everyday life while both the limits and usefulness of telemedicine are recognized
•	Enhanced communication with patients prevents withdrawal from care and disease progression

to promote GP system

Medical

• Telemedicine is deployed efficiently while recognizing the complementary relationship between

institutions

Patients

Enhanced accessibility to

highly specialized medical care

Medical

institutions

Telemedicine

systems providers

Safety and reliability

Medical

institutions

	telemedicine and face-to-face medical care
•	Accessibility to highly specialized medical care is assured with programs such as online second
	opinions to overcome geographical barriers
•	Proactive use of services such as online second opinions with an awareness that doctors can
	contribute to improvement of patient experiences not only at the local level, but also nationwide
•	Construction of highly secure telemedicine system infrastructure and operating systems to ensure
	safety of both patients and medical institutions
•	Promotion of understanding and building frameworks of proper use of telemedicine to prevent
	fraud and misconduct

1. Secondary medical care areas are geographically defined and each typically consist of several cities, towns, and/or villages wherein general healthcare services
   (ranging from health promotion and disease prevention to hospitalized treatment) are provided. Based on the medical resources available in Japan and taking
   into consideration the convenience of patients, Medley views provision of telemedicine to secondary medical care areas as a crucial mission.
2. GP: General Practitioner; family doctor

Copyright© Medley, Inc . ALL RIGHTS RESERVED .	6

(Reference) Issue price for third-party allotment

The issue price reflects premiums of 33%, 28%, 23%, and 13% added to the share price as of the following respective times:

April 23, the average share price prices over the past one month, three months, and six months. The overall cost of

issuance(1) is relatively lower than in general cases of public offerings.

(JPY)		Share price (LHS)		Volume

8,000

	2020/11/13
	Q3results
2020/8/26	announced
JPY5.4billionoverseas
7,000
publicoffering(2)
Publicofferingshare	2021/2/12
price:JPY4,237	Full-yearresults
6,000	announced
Issuepriceforcapitalincrease
	throughthird-partyallotment:
2020/8/14	JPY5,500
5,000	6-monthaverageshareprice:JPY4,862
Q2results
announced

				2020/5/14
				Q1results
4,000				announced
		2020/2/14
3,000		Full-yearresults
	announced
2,000	2019/12/12
	ListingonTSE
	Mothers
1,000
2019/12/12	2020/2/10	2020/4/6	2020/6/2	2020/7/27	2020/09/17

3-monthaverageshareprice:JPY4,462

1-monthaverageshareprice:JPY4,298

April23,2021shareprice:JPY4,135

			Publicofferingsharepriceattimeoflisting:
			JPY1,300
2020/11/12	2021/1/7	2021/3/4	2021/4/23

(1)	Quasi-underwriting commission fees are included in costs incurred in public offerings		7
(2)	As of date of announcement	Copyright© Medley, Inc . ALL RIGHTS RESERVED .

Creating the Future of Medical and Healthcare