Material relating to the merger withDaichi wo Mamoru Kai Co., LtdFebruary 27, 2017
Oisix Inc.

Regarding the merger with Daichi wo Mamoru Kai① About Daichi wo Mamoru Kai② Aim of the Merger③ Merger Scheme④ Current status and future plans
1Regarding the merger with Daichi wo Mamoru Kai① About Daichi wo Mamoru Kai② Aim of the Merger③ Merger Scheme④ Current status and future plans2Company Overview
Company Overview

Name：Daichi wo Mamoru Kai Co., Ltd.
Representative：Kazuyoshi Fujita
Established：November 8, 1977 (40 th year of operation)
Capital：¥347.425mn
No. Employees：193 (incl. Directors and secondees; as at end 3/2016)
Sales：¥13.572bn (as at end 3/2016)
Corporate Philosophy

To nurture Japan’s primary sector, protect the health and wellbeing of humans, and create a sustainable society. As a social
business, we aim for the realization of a world that prioritizes theharmonious existence of life and the natural environment.
3About Daichi wo Mamoru Kai• A history of 40-years. First to launch an organic
farm produce delivery service in Japan.

•Sells organic vegetables that have been grown inchemical-free soil using only organic fertilizers.

•A pioneer of Social Business, where social issues
are resolved through business.

4Delivery Business (Daichi-takuhai) Business Model
Producer

Distribution Centre

Order

Narashino

Catalogue

ConsumerInternet

DeliveryIn some parts of the Kanto region
company has implemented proprietary deliveries
5Delivery Business (Daichi-takuhai) KPI

Customers

Active Users

55,000Over 40s : 89%

Average
PurchaseAmountFrequency
ofPurchase
Contracted
Producers

Approx.

¥7,500Approx.

3

times/monthApprox.

2,500

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Other Businesses
Food Wholesale

Main customers
・Odakyu Shoji Co., Ltd.
・Super Yamazaki Co., Ltd.
・Lawson, Inc.
・Tsuruya Co., Ltd.

MarcheDaichi wo Mamoru Deli, the firstdeli in Japan to serve additive-freeside dishes on which ‘food mileage’is displayed.
Serves bento lunch boxes and side
dishes cooked from ingredientsprovided by Daichi wo Mamoru Kai
and where even the seasoning isadditive-free.
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CSR Activity
Candle light via a million people
Held every year, on the nights of the summer and winter solstice. It is an
event that invites us all to share in a life of environmental sustainability.

Fair Trade
The Company donates a portion of its product sales revenue to support theeducation and nutritional improvement of the children of East Timor.

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Regarding the merger with Daichi wo Mamoru Kai① About Daichi wo Mamoru Kai② Aim of the Merger③ Merger Scheme④ Current status and future plans
9Significance of the Merger
COMMON VISION

Connect and increase the number ofpeople who grow and eat good foodfor the betterment of society.

To nurture Japan’s primary sector, protect thehealth and well-being of humans, and createa sustainable society. As a social business, weaim for the realization of a world thatprioritizes the harmonious existence of life
and the natural environment.

Fabulous food.
To as many people as possible.

Merger Opportunity
Strengths
・Good network with excellent growers
・Organic, additive-free product line-up
・Proprietary logistics infrastructure, etc.

Strengths
・Online marketing skills
・Product development ability e.g. Kit Oisix
・Distribution centre efficiencies, etc.
10Expansion of our target customer baseProducts &Services

Products for customers withstrong preference for organic/
chemical-free ingredients andadditive-free processed foods.

Safe, consistent and convenientservices. For example Premium
Jitan Services like Kit Oisix andServices for mothers.

Customer
Age Range

Late 40’s - 60’s

Late 30’s

Quality

Convenience

Wide Age Range

Capturing broader needs/ wider age bracket:
Expansion of the target customer base
11Subscription Commerce Coverage
Quality

Daichitakuhai
Seasonal Courses
20s

30s

40s

50s

MI Deli
60s

70s

Tamahiyo &Mama Courses

Tokushimaru
CoursesConvenience

The addition of Daichi wo Mamoru Kai to our existing
platform broadens our subscription commerce coverage
12Anticipated Merger Effects (Synergy Effect)

Marketing••Broader offline sales channels such as catalogues
Wider customer base & enhanced customer acquisition

ProductProcurement•••

Streamlined manufacture of existing products
In-house production of meat and side dishes, etc.
Lower costs through integrated supply chain

Warehousing&Distribution••

Suppressed fixed costs through joint warehousing
Reduced unit delivery costs from increased volumes and ashared logistics network

OtherFunctions••

Volume discounts on settlement fees, material costs, etc.
Streamlining of common functions for both companies(e.g. Customer support)

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Regarding the merger with Daichi wo Mamoru Kai① About Daichi wo Mamoru Kai② Aim of the Merger③ Merger Scheme④ Current status and future plans
14Merger Scheme
Stock Swap : March 31, 2017
At present
Oisix
shareholders

Daichi wo
Mamoru Kai
shareholders

Stock Swap

After stock swap
Oisix
shareholders

Daichi wo
Mamoru Kai
shareholders

Merger:Autumn 2017
Launch new entity

Oisix
shareholders

Daichi wo
Mamoru Kai
shareholders

ParentCompany

New Entity
100%

Stock Swap Ratio
Oisix : DWMK＝1:261
Shares Swapped
2,026,665 (plan)

Subsidiary

Management Structure (plan)
ChairmanKazuyoshi Fujita
President and CEO Kohei Takashima

15Regarding the merger with Daichi wo Mamoru Kai① About Daichi wo Mamoru Kai② Aim of the Merger③ Merger Scheme④ Current status and future plans
16Current Status Merger Committee Established(Both Companies)

Board Meetings＆ManagementMeetings

Steering Committee

PJ SecretariatBusiness

Function

Logistics

HRAdmin

Departmental sub-meetings towards merger have begun.
Grassroots level communication between staff at both companies increasing.

17Plan Going Forward
March 31, 2017
Effective Date of Stock Swap
June 20, 2017
Annual meeting of shareholders
Autumn 2017
Merger with Daichi wo Mamoru Kai Co., Ltd.
Launch of New Entity

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