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Acquisition of OrganOx August 27, 2025 ~Expanding transplant opportunities for waiting patients globally and contributing to the development of transplant medicine~ Terumo Corporation Chief Executive Officer Hikaru Samejima
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©TERUMO CORPORATION 2 Acquisition Overview Target Company OrganOx Limited Acquisition Price $1.5B（cash free / debt free basis） Transaction Structure Acquisition of 100% of OrganOx's outstanding shares in cash consideration Signing Date August 23, 2025 *Closing is scheduled to be completed by the end of FY2025. Acquisition Funding Funded with cash on hand and debt
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©TERUMO CORPORATION 3 OrganOx Overview 1997 Core technology was developed at Oxford University 2008 2016 First NMP device to obtain CE mark 2021 FDA approval for liver metra 2022 metra was launched in the U.S. FIH completion of kidney metra (36 cases) 2024 Obtained metra approval in Australia and Canada OrganOx metra® As a spin-off from Oxford University OrganOx was established Key Products Organ Preservation Devices for Liver Transplantation Available in the U.S., UK, EU, Australia, and Canada Organ preservation device for kidney transplantation Under development aiming for commercialization around 2030 About OrganOx • Year of Establishment: 2008 • Head Office: Oxford, UK • Number of employees: 199 (as of June 30, 2025) • Revenue: $71M (2024) OrganOx's History Terumo and OrganOx's relationship Invested by Terumo Ventures (CVC) (March 2025) 2025 Received UK‘s longest-running engineering awards, the MacRobert Award Providing CDI system to OrganOx from 2017, one of the components of OrganOx's product
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©TERUMO CORPORATION 4 Strategic Rationale of the Acquisition Addressing the significant unmet needs in shortage of transplant organs Entering high-growth industry and acquiring high- profitability business Enhancing corporate value by creating solutions that leverage unique synergies Driving portfolio enhancement & accelerated growth through a bold add-on
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©TERUMO CORPORATION 5 Supply cannot keep up with demand, resulting in many lives lost during the waiting period Number of organ transplants worldwide: more than 150,000 per year The waiting list (470,000 patients) is the tip of the iceberg, and it is estimated that the actual number of patients waiting for transplants is 10 times the number of organ transplants. Current Situation of Organ Transplantation kidney liver heart other Kidney and liver account for about 90% of the total* *Global access to transplantation More than 8,000 patients/year Estimates for global whole organ transplants. Approximately 6000 patients in the U.S. More than 150,000 /year *Terumo research Reference: https://www.transplant-observatory.org/wp-content/uploads/2025/02/2023- data-global-report-20022025.pdf https://www.bridgespan.org/getmedia/b936ae70-4449-4fbe-a6b7- d5618b9eade2/reforming-organ-donation-in-america-01-2019.pdf Patients dead while waiting for transplants（Estimated) Transplant rate by organ Liver & Kidney transplant organ preservation opportunity size (Estimated) $1.9B CAGR（2023-28) : More than 10%
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©TERUMO CORPORATION 6 Challenges of Liver Transplantation Due to the challenges of liver preservation and function evaluation, the number of donors and utilization rate are limited Difficulty in functional evaluation If it is difficult to evaluate the function of the liver for transplantation that can be used, it is unavoidable to dispose of it from the perspective of safety Difficult to make an appropriate decision due to the lack of quantitative evaluation The liver has lower ischemic tolerance compared to the kidney and is not well recovered from donors after cardiac death With conventional methods, the preservation time is short and the transportation distance is limited (~ about6 hours) Surgery under strict time constraints also reduces the quality of life of medical professionals (night surgery, etc.) Preservation time constraints • https://doi.org/10.1016/j.ajt.2024.01.018 F a c t o r s • Number of donors: Utilization of cardiac arrest donors has not progressed, resulting in a limited donor pool • Utilization rate: 37%* of transplantable livers from limited donors are not usable (U.S.) (Even if there is a donor, it is not used due to non-indications or storage time constraints, or it is unavoidably discarded.)
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©TERUMO CORPORATION 7 OrganOx's Solution OrganOx’s technology contributes to expand the number of donors and increase the utilization of transplant liver Continuous display of hemodynamics, metabolism, and synthesis for the evaluation of organ function * PO2 (partial pressure of oxygen) and PCO2 (partial pressure of carbon dioxide) <metra> Normothermic Machine Perfusion (NMP) OrganOx Preserving donor organs through normothermic machine perfusion Preservation is allowed for 12 hours in the U.S. and 24 hours in Europe The liver of a cardiac arrest donor in an ischemic state can also be preserved for a long time by mechanical perfusion, expanding the number of donors and improving the utilization rate of donor liver Increasing the number of transplants from distant donors where transportation time was constrained Improving the quality of life of healthcare professionals by enabling planned surgery Real-time monitoring and automatic control Stable management of organ condition Continuous and quantitative assessment of circulatory pressure, blood gases, and temperature enables clearer determination of transplant suitability, thereby reducing the post-recovery discard Automatic control of the above conditions prevents the deterioration of the condition of the organ during transport and preservation
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©TERUMO CORPORATION 8 Future Pipeline Expansion Alongside the development of next-generation liver devices, targeting entry into the kidney field • Downsizing the current metra • Reduces transportation complexity and allows for further expansion of use • Like metra for the liver, it will have automatic control and measurement functions • Contributing to the reduction of kidney discard rate Next-generation device for liver transplantation metra L Kidney transplant device metra K
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©TERUMO CORPORATION 9 18 47 107 0 50 100 150 200 250 300 350 400 In 2022 In 2023 2024 2025 203X High-growth and High-profitability Model Positioned to become a leader in a growing industry, while also achieving adjusted EBITDA profitability just one year after the U.S. launch Adjusted EBITDA margin (28)% 15% 17% High profitability drives company-wide margins ・・・ Sales (100 million yen*) 200 1000・・・ *Exchange rate: 1USD=150JPY forecast 0 CY
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©TERUMO CORPORATION 10 Financial Impact of the Acquisition Operating Profit Impact • Adjusted operating profit contributes positively (Excluding amortization of intangible assets and one-time costs in acquisitions) • Details of goodwill, intangible fixed assets, etc. will be disclosed once finalized EPS Impact • EPS before amortization of intangible assets is expected to contribute positively from FY2026, excluding special factors associated with acquisitions Balance Sheet Impact • Funded with cash on hand and debt • Maintaining a healthy balance sheet after the completion of acquisition
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©TERUMO CORPORATION 11 Synergy with the Terumo Group Combining OrganOx's products with assets from all Terumo Group companies to create synergies PerfusionOrgan Perfusion Solution Organ Transplant Medical Care Call Points Robust R&D Network Technology cultivated over 100 years and a wide range of lineups Organ transplantation platform Infusion Management Apheresis Coating Non-clinical Evaluation Global Sales Expansion Unique synergies from Terumo’s extensive business domains and diverse capabilities enable further growth
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©TERUMO CORPORATION 12 Achieving Accelerated Growth By acquiring innovative technologies addressing medical challenges, Terumo drives additional value creation Reducing organ discards and providing the organs needed to more patients Improving QoL of medical professionals through planned transplant surgery Addressing Unmet Needs Enhancing Corporate Value Synergy Solution Creation Enhancing portfolio through bold add-on and accelerated innovation Acquiring high-growth and high-profitability business Utilization of technical assets of existing businesses Possibility of creating new solutions (Extracorporeal therapy, Drug discovery support) 1 1 1 1 Perfusion technology to enhance organ persistence/ Application to functional restoration and postoperative management (Perfusion/Apheresis/Infusion Management) 1 1