Notice Regarding Stock Consolidation, Abolition of Unit Share System, and Partial Amendment of Articles of Incorporation

Overview of Stock Consolidation and Tender Offer

Medical Data Vision Co., Ltd. plans to hold an extraordinary shareholders' meeting on March 24, 2026, following the acquisition of 52.34% of the Company's shares by the tender offeror, Nippon Life Insurance Company. At the meeting, a resolution will be passed to consolidate 7,253,607 shares into 2 shares. Consequently, the total number of issued shares will decrease by 37,856,768, resulting in 10 shares after the change takes effect. The tender offer price is set at 1,693 JPY per share, representing a 266.45% premium over the Tokyo Stock Exchange Prime Market closing price of 462 JPY. A fairness opinion from Akasaka International Accounting has also been obtained.

Delisting and Impact on Shareholders

As a result of the stock consolidation, the Company's shares are scheduled to be delisted from the Tokyo Stock Exchange on April 24, 2026. After delisting, trading of the Company's shares will no longer be possible. Fractional shares resulting from the stock consolidation will be sold to the tender offeror with court approval, and the proceeds will be distributed to shareholders. The amount for fractional shares will be based on the tender offer price of 1,693 JPY per share, ensuring shareholders are not disadvantaged. The disadvantages associated with going private are deemed limited, and synergies with the tender offeror are expected to enhance corporate value.

Fairness Assurance Measures and Establishment of an Independent Committee

This transaction follows the Corporate Acquisition Guidelines and Fair M&A Guidelines, with a special committee of three independent outside directors established to ensure fairness and avoid conflicts of interest. Stock valuation and fairness opinions were obtained from the third-party valuation firm Akasaka International Accounting, with SBI Securities appointed as the financial advisor. The Board of Directors has fully respected the recommendations of the special committee, endorsing the tender offer and recommending shareholders to participate.

Upcoming Schedule and Amendment to Articles of Incorporation

The extraordinary shareholders' meeting is scheduled for March 24, 2026, to consider the stock consolidation, abolition of the unit share system, and partial amendments to the articles of incorporation. The effective date is planned for April 28, 2026. The amendments will reduce the total number of authorized shares to 40 and abolish the unit share system. Consequently, the Company will become a private company, with its shareholder base limited to the tender offeror and shareholders who agree not to participate.