This document is a translation of the original Japanese document and is only for reference purposes.
In the event of any discrepancy between this translated document and the original Japanese document,
the latter shall prevail.
August 23, 2024
To whom it may concern:
Company name: T. HASEGAWA CO., LTD.
Listing: Prime Market, Tokyo Stock Exchange
Stock code: 4958
URL https://www.t-hasegawa.co.jp/
Representative: President & CEO Takao Umino
Inquiries: Director & Senior Executive Vice President Minoru Nakamura
TEL: 03-3241-1151

Notice of Acquisition of Shares of ABELEI, INC. by Our Consolidated Subsidiary(Conversion to Sub-subsidiary)
T. HASEGAWA CO., LTD. (the "Company") today announces its consolidated subsidiary T. HASEGAWA U.S.A.,
INC. (hereinafter referred to as "THUSA") has resolved at a Board of Directors meeting convened on August 23, 2024,
to enter into a share purchase agreement with the existing shareholders of ABELEI, INC. (hereinafter referred to as"Abelei"), which produces and sells flavors in the United States. The acquisition of these shares will result in theinclusion of Abelei in the scope of consolidation of the Company.
1. Reason for the share acquisition
Under its basic strategy of efficiently deploying management resources and steadily developing its global operations,the Company focuses such resources on the United States and on the Asian region, particularly in China and SoutheastAsia. Of these, the Company positions the USA as an attractive market among developed countries, with a growing
population and a stable political and legal system.
THUSA, a consolidated subsidiary of the Company, was established in the United States in 1978 as a base for theNorth American region. THUSA has expanded its business performance through the production and sale of mainlysavory flavors used in snacks, dressings, and seasonings. Following the acquisition of FLAVOR INGREDIENTHOLDINGS, LLC in 2017 and MISSION FLAVORS & FRAGRANCES, INC. in 2020, THUSA has expanded sales in
the growing health and large-scale beverage sectors by offering more flavors that cater to natural preferences andwellness. In addition to savory flavors, THUSA has steadily improved the performance by expanding transactions insweet flavors used in products such as confectioneries, dairy products and beverages.
Since its establishment in 1981, Abelei has been based in the Midwest of the United States, specializes in theproduction and sales of high-quality flavors tailored to meet customer demands. Leveraging its expertise in creating
diverse flavors, Abelei serves a wide range of applications in the food, beverage, confectionery, dairy, and health andnutrition industries. In addition to deepening relationships with long-standing premium customers, Abelei has been
expanding its dealings with new customers.
THUSA is based on the West Coast, and anticipate market expansion from the Midwest to the East Coast. THUSAhas decided to acquire Abelei's shares for the purpose of further growth in the USA market in the future since the twocompanies' customer networks do not overlap and are highly complementary and synergies in terms of sales andproduction can be expected.

2. Outline of the subsidiary to acquire shares(1)
Trade nameT. HASEGAWA U.S.A., INC.
(2)
Location
California, USA
Name and title of the(3)Thomas Damiano, CEOrepresentative
Manufacture and sale of various flavors as well as research on various flavors,(4)
Nature of businessraw materials, and food processing(5)
Share capital
199,700 thousand U.S. dollars (29,156 million yen)
(6)
Founded1978
Major shareholders(7)
T. HASEGAWA CO., LTD. 100.0%
and shareholding ratio
3. Outline of the subsidiary (sub-subsidiary) to be changed(1)
Trade name
ABELEI, INC.
(2)
Location
Illinoi, USA
Name and title of theMarcia Arb, Vice President, Finance & Operations(3)
representative
Shelley Henderson, Vice President, Operations(4)
Nature of business
Production and sale of various flavors(5)
Share capital
10 thousand U.S. dollars (approx. 1.4 million yen)
(6)
Founded1981
Marcia Arb (36%)
Major shareholders(7)
Shelley Henderson (36%)
and shareholding ratio
Karen R. Criss Revocable Living Trust (28%)
CapitalNo applicable items.
relationship
Relationship between
Personal
the listed company(8)
No applicable items.
and the company
relationshipconcernedBusinessNo applicable items.
relationship
Consolidated operating results and consolidated financial position of the company concerned for the last(9)
three years
FY
FY2021
FY2022
FY2023
Net assets
Total assets
Net assets per shareNet sales
Operating income
Net income
Net income per share$6.9 million(approx.1,019 million yen)
$7.2 million(approx. 1,055 million yen)$697.9$7.5 million(approx. 1,095 million yen)
$7.8 million(approx. 1,151 million yen)$750.1$8.9 million(approx. 1,303 million yen)$9.0 million(approx. 1,318 million yen)$893.1$8.5 million(approx. 1,251 million yen)
$1.4 million(approx. 204 million yen)
$1.07 million(approx. 156 million yen)
$107.0$6.1 million(approx. 898 million yen)
$0.89 million(approx. 129 million yen)
$0.54 million(approx. 78 million yen)
$54.1

$8.3 million(approx. 1,211 million yen)
$2.2 million(approx. 326 million yen)
$1.43 million(approx. 208 million yen)
$143.0(approx. 101 thousand yen)(approx. 15.6 thousand yen)(approx. 109 thousand yen)(approx. 7.8 thousand yen)(approx. 130 thousand yen)(approx. 20.8 thousand yen)

*Japanese yen equivalents shown in parentheses were obtained using a conversion rate of US$1 = 146.00 yen.
4. Outline of the counterparties of the share acquisition
The counterparties of the share acquisition are the three shareholders mentioned in 3. (7), but details will not be
disclosed in accordance with the wishes of the counterparties.
There are no noteworthy capital, personal, or business relationships between the Company and the three shareholders(Marcia Arb, Shelley Henderson, and Karen R. Criss Revocable Living Trust) from whom the shares are to be acquired.

5. Number of acquired shares, acquisition cost and status of shareholding before/after acquisition
0 shares
Number of shares held
(1)
(Number of voting rights: - rights)
before the change(Percentage of voting rights: -%)Number of shares
10,000 shares(2)acquired(Number of voting rights: 10,000 rights)(3)
Acquisition cost
Total approx. 48 million U.S. dollars (approx. 7,008 million yen)
10,000 shares
Number of shares(4)(Number of voting rights: 10,000 rights)
after the change(Percentage of voting rights: 100.0%)*Japanese yen equivalents shown in parentheses were obtained using a conversion rate of US$1 = 146.00 yen.
*Due diligence on the acquisition cost was performed by a third-party organization having no special interest in theCompany and associated parties. The acquisition amount is judged appropriate by comprehensively taking various factors
into consideration, such as business valuation results through various evaluation methods including DCF analysis, afterdrawing up 10-year profit plan, including the forecast for the fiscal year 2024, based on the Abelei's actual businessperformance and financial condition, and future growth potential. Additionally, the acquisition cost stated in section (3)includes the acquisition cost of related assets to be acquired in addition to the shares.
6. Schedule(1)
Date of board resolution(2)
Closing date(3)
Share transfer dateAugust 23, 2024
August 23, 2024
August 30, 2024 (scheduled)

7. Future prospects
The impact of these shares acquisition on the consolidated financial results for the fiscal year ending September 30,2024, is currently under review.
We will make disclosure promptly should any matters requiring disclosure arise in the future.
End