JMDC : Notice of Partnership with OMRON Corporation, Secondary Offering of Shares, and Changes in Parent Company, etc., and the Major and Largest Shareholder

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.

February 22, 2022

To whom it may concern

Company name: JMDC Inc.

Representative: Yosuke Matsushima,

	President and CEO
	(TSE First Section, Stock Code: 4483)
Contact:	Yuta Yamamoto,
	Vice President and CFO
	(Telephone: [phone])

Notice of Capital and Business Partnership with OMRON Corporation, Secondary Offering of Shares, and Changes in the Parent Company, Other Subsidiaries and Associates, and the Major Shareholder that is the Largest Shareholder

JMDC Inc. (the "Company") hereby notifies you that its Board of Directors resolved at its meeting held on February 22, 2022 that the Company will enter into a capital and business partnership (the "Capital and Business Partnership") with OMRON Corporation ("OMRON") subject to the acquisition by OMRON of the Company's shares from NORITSU KOKI Co., Ltd. ("NORITSU KOKI"), the parent company of the Company, as outlined below.

In relation to this resolution, the Company has recognized that Omron and NORITSU KOKI have reached an agreement that part of the Company's shares held by NORITSU KOKI will be transferred to OMRON (the "Share Transfer"). As the Share Transfer falls under the category of secondary offering of securities, its outline is also notified below.

In addition, the Share Transfer will result in changes in the Company's parent company, other subsidiaries and associates, and the major shareholder that is the largest shareholder the Company, which are also notified below.

1. Capital and Business partnership

1. Background and purpose of capital and business partnership

The Company, under its corporate philosophy of "Providing a Healthy and Rick Life for All Individuals," aims to realize a sustainable healthcare system through our efforts to resolve current issues in the medical field, such as "increasing medical expenses (2025 problem)" and "regional disparity in medical services," by leveraging the power of data and ICT. More specifically, the

1

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.

Company is expanding its business based on an ecosystem in which it provides doctors and patients as well as other healthcare-related business operators including medical institutions, payers, pharmaceutical companies, and life and non-life insurance companies with services to promote health and improve the efficiency of medical services by leveraging data and ICT and continues to improve those services by using data accumulated through them.

OMRON has been a forerunner of creating "social needs" to create a better society, and its evolution has been driven and unified by its corporate mission established in 1959, "To improve lives and contribute to a better society." As a result, OMRON has created a number of innovative products and contributed to the evolution of the society and the improvement of people's lives through its business. OMRON is currently a world-renowned Japanese global company, contributing to the evolution of the society through its businesses in the fields of cutting-edge control equipment, electronic components, social system, healthcare, etc., in about 120 countries and regions around the world. In the healthcare business, Omron aims to realize a society with "zero cardiovascular disease events" under the mission of "To advance health and empower people worldwide to live life to the fullest".

The Company and Omron have already established a relationship of trust through collaboration in payer support and other businesses and have shared the philosophy of "taking on a bold challenge toward the resolution of social issues."

The Company has strengths in "data" and "digital fields," while OMRON has strengths in "devices" and "global operation." As they have strengths in different fields, they are highly complementary to each other in terms of functions. For this reason, OMRON has been considered by the Company to be an important partner in aiming to realize its corporate philosophy in an early stage.

Therefore, the Company has decided to enter into the Capital and Business Partnership simultaneously with the transfer to OMRON of 18,644,100 shares (33.00% of total shares outstanding as of February 14, 2022) out of 27,500,054 shares of the Company held by

NORITSU KOKI.

The purpose of this capital and business partnership is for the OMRON Group to cooperate with the JMDC Group in order to accelerate the growth of the JMDC Group while respecting the entrepreneurial corporate culture and management independence of the JMDC Group to the maximum extent possible. At the same time, the JMDC Group will cooperate with the OMRON Group in its efforts to contribute to "Zero Event" of cardiovascular diseases, which is a social value created in the OMRON Group's healthcare domain, and will create business synergies between the two groups to maximize the corporate value of JMDC and OMRON. In addition, by

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.

creating business synergies between the two groups, we aim to maximize the corporate value of JMDC and Omron.

2. Details of Capital and business partnership

In order to maximize the use of the management resources and know-how of the two groups, and

to develop and expand the businesses of the two groups, the two groups have agreed to implement the following representative items, and will discuss the details in the future.

1. Areas of business partnership to be considered in the future based on this capital and business partnership
2. 1. Enhancement of the health data platform
   2. • Creation of a health data platform through the coordination with JMDC Group of data held by the OMRON Group
      • Sales cooperation for JMDC Group's products and services to collect data
   3. Development of preventive solutions
   4. • Development of innovative prevention solutions using devices and data, including joint development and social implementation of behavior change services for consumers and patients and treatment and guidance support services for medical providers in the areas of primary to tertiary prevention and nursing care prevention.
      • Development of devices for insurance unions by the OMRON Group and supply to the JMDC Group
   5. Acceleration of JMDC Group's overseas business expansion
   6. • Sales cooperation overseas for JMDC Group's products and services
      • Effective use by JMDC Group of the OMRON Group's overseas locations
   7. Cross-sellingof devices and services
   8. • Provision of solutions to medical institutions, payers, local governments, business corporations, etc., based on the coordination between Personal Health Record and devices
      • Mutual transactions regarding products, services and solutions between the OMRON Group and the JMDC Group
3. Acquisition of the Company's common shares by OMRON

Through the Share Transfer, OMRON will acquired 18,644,100 shares (33.00% of total shares outstanding as of February 14, 2022) out of 27,500,054 shares of the Company held by NORITSU KOKI by way of an off-market bilateral transactions. Please refer to "II. Secondary

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.

offering of shares" for the details of the transactions.

(3) Dispatch of directors

Under the Capital and Business Partnership, OMRON may recommend to the Nomination and Compensation Committee of JMDC one candidate for director who is not an executive director of JMDC (hereinafter referred to as "OMRON Nominated Director"). The Nomination and Compensation Committee of JMDC has agreed to nominate the OMRON Nominated Director as a director candidate. In addition, JMDC plans to submit candidates for directors nominated by the Nomination and Compensation Committee of JMDC to the general meeting of shareholders of JMDC after the annual general meeting of shareholders for the fiscal year ending March 31, 2022 (including the said annual general meeting of shareholders).

(4) Establishment of the Partnership Promotion Committee

It has been agreed that an Partnership Promotion Committee, including the President and Representative Director of OMRON and the President and Representative Director of JMDC, will be established as an organization to promote the business partnership.

3. Outline of the capital and business partnership partner

(1)	Name	OMRON Corporation
(2)	Headquartered	Higashiiru, Shiokoji Horikawa, Shimogyo-ku, Kyoto
(3)	Name and title of the	Yoshihito Yamada, President and CEO
representative
(4)	Business description	Manufacture and sales of electric machinery and appliances,
etc.
(5)	Share capital	64,100 million yen
(6)	Establishment	May 19, 1948
		The Master Trust	Bank of	Japan, Ltd. (Trust	20.14％
		Account)
		Custody Bank of Japan, Ltd. (Trust Account)	7.24％
	Major shareholder	The Bank of Kyoto, Ltd.		3.49％
	SSBTC CLIENT OMNIBUS ACCOUNT	2.55％
(7)	and shareholding ratio
MUFG Bank, Ltd.			2.54％
	(as of September 30, 2021)
		Custody Bank of Japan, Ltd. (Trust Account 7)	2.04％
		STATE STREET	BANK	AND TRUST	1.96％
		COMPANY 505223
		MOXLEY AND CO LLC		1.87％

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.

Nippon Life Insurance Company

1.79％

STATE STREET BANK

WEST

CLIENT

-

1.69％

TREATY 505234

Capital

Not applicable.

relationships

Human

Not applicable.

relationships

Relationships between

The

Company provides

services to

the

the

listed

company

Business

(8)

OMRON

Health

Insurance

Society

and

and

the

relevant

relations

others.

company

Applicable

circumstances

Not applicable.

of the relevant

parties

(9)

Consolidated business results and financial position of the relevant company in the past

three years

Financial closing

March of 2019

March of 2020

March of 2021

Net assets

506,311 million

532,589 million

609,358 million

yen

yen

yen

Total assets

749,878 million

758,124 million

820,379 million

yen

yen

yen

Shareholders' equity

per

2,455.24 yen

2,626.62 yen

3,009.15 yen

share

Net sales

732,581 million

677,980 million

655,529 million

yen

yen

yen

Operating profit

67,254 million yen

54,760 million yen

62,480 million yen

Profit

before

tax

of

65,912 million yen

51,836 million yen

65,089 million yen

continuing operations

Profit

attributable

to

54,323 million yen

74,895 million yen

43,307 million yen

shareholders of OMRON

Profit

per

share

attributable

260.78 yen

365.26 yen

214.72 yen

to shareholders of OMRON

Dividend per share

84.00 yen

84.00 yen

84.00 yen

5