January 5, 2024
To AllCompany name:

Oisix ra daichi Inc.

Representative:

President and Representative Director, Kohey Takashima(Code: 3182 TSE Prime)

Inquiries:

General Manager of Administration Division, Shigeru Kumano

Telephone Number:+81 3 6867-1149 (Representative)(Update of Previous Disclosure) Notice of Acquisition of Shares through Subscription to Third-Party Allotment of New
Shares and Change of Consolidated Subsidiary

Oisix ra daichi Inc. (“the Company”) today subscribed for shares of the common stock to be issued through a thirdparty allotment (“Third-Party Allotment”) by SHIDA Holdings Corporation ("SHIDA HD") and acquired those shares aspart of the tender offer (“Tender Offer”) and a series of subsequent transactions to take SHiDAX CORPORATION(“SHiDAX”) private.
The Tender Offer for the common shares of SHiDAX conducted by SHIDA HD as part of a transaction that
constitutes a management buyout (MBO) (Note) has been consummated and settlement has been finalized.
The Company disclosed the details in the “Notice Concerning the Conclusion of a Tendering Agreement for theTender Offer for Shares of SHiDAX CORPORATION (Securities Code: 4837) and the Prospect of Making SHiDAX aConsolidated Subsidiary through the Acceptance of a Third-Party Allotment of New Shares” disclosed on November
10, 2023.
Upon completion of the settlement of the Tender Offer, SHiDAX has become a subsidiary of SHIDA HD and throughthe subscription of common stock of SHIDA HD by the Third-Party Allotment, SHIDA HD as well as SHiDAX became
subsidiaries of the Company.
The wholly owned subsidiaries of SHiDAX including SHiDAX Contract Food Service Co., Ltd., SHiDAX Food ServiceCo., Ltd., SLOGICS Co., Ltd., Daishinto Co., Ltd., SHIDAX Daishinto Human Services Co., Ltd. and SHIDAX USA
Corporation, also became subsidiaries of the Company.

(Note) "Management Buyout (MBO)" generally refers to a transaction in which the management of the target
company invests all or a portion of the acquisition proceeds to acquire the shares of the target company subject tothe continuation of the acquired company's business.

1

Notation
1.

Reason and Method of Changes in Subsidiaries
On December 25, 2023, the Tender Offer was consummated, and subsequently, following the completion of thesettlement of the Tender Offer, SHiDAX became a subsidiary of SHIDA HD.
Therefore, as part of the transaction, the Company today acquired 6,364,331 shares of SHIDA HD common stock
through payment for the Third-Party Allotment. (66.0% of the total number of shares issued and outstanding after
the capital increase (rounded to two decimal places; the same applies below)).
As a result of SHIDA HD becoming a subsidiary of the Company as of today, SHiDAX, a subsidiary of SHIDA HD,
became a subsidiary (sub-subsidiary) of the Company.
The underwriting of the capital increase through the Third-Party Allotment is based on a transaction agreement
dated November 10, 2023 between the Company and SHIDA HD and Mr. Tsutomu Shida and Mr. Kinichi Shida. TheCompany holds 66.0% of the voting rights of SHIDA HD. After the completion of the transaction, SHiDAX will betaken private.
As a result of SHiDAX becoming a subsidiary of the Company, the wholly owned subsidiaries of SHiDAX including
SHiDAX Contract Food Service Co., Ltd., SHiDAX Food Service Co., Ltd., SLOGICS Co., Ltd., Daishinto Co., Ltd.,SHIDAX Daishinto Human Services Co., Ltd. and SHIDAX USA Corporation, also became subsidiaries of theCompany.

2.

Outline of the Subsidiary to be Transferred
The Company disclosed the details in the “Notice Concerning the Conclusion of a Tendering Agreement for theTender Offer for Shares of SHiDAX CORPORATION (Securities Code: 4837) and the Prospect of Making SHiDAX aConsolidated Subsidiary through the Acceptance of a Third-Party Allotment of New Shares” disclosed on November
10, 2023.

3.
(1)

Number of Shares Acquired, Acquisition Price and Status of Shares Held Before and After Acquisition
No. of Shares Held Before The Change

0 shares(Percentage of voting rights held: 0%)(2)

No. of Shares Acquired

6,364,331 shares(No. of voting rights: 6,364,331)(Ratio to the total number of outstanding shares after thecapital increase: 66.0%)(3)

Acquisition Cost

\14,192 million(4)No. of Shares Held After The Change

6,364,331 shares(Percentage of voting rights held: 66.0%)(NOTE) As a result of the completion of the Tender Offer and settlement, as part of the transaction, the Company
subscribed for shares of its common stock to be issued through the Third-Party Allotment to be conducted by SHIDA2

HD with SHiDAX as a subsidiary. (1) through (4) above refer to SHIDA HD.
As a result of the Tender Offer was consummated and the Third-Party Allotment was completed, the Company,
through SHIDA HD, indirectly owns shares of SHiDAX, SHiDAX Contract Food Service Co., Ltd., SHiDAX Food Service
Co., Ltd., SLOGICS Co., Ltd., Daishinto Co., Ltd., SHIDAX Daishinto Human Services Co., Ltd. and SHIDAX USACorporation.
The number of shares of SHiDAX to be held by SHIDA HD after the completion of the Tender Offer was 44,617,157
shares (percentage of voting rights: 81.43%). However, the transaction is intended to take SHiDAX private, and uponcompletion of the transaction, SHIDA HD will ultimately own all shares of SHiDAX.

4.

Outlook
The impact of the change in subsidiaries as a result of the Third-Party Allotment on our consolidated financial
results for the fiscal year ending March 31, 2024 is currently under scrutiny, and will be announced as soon as theoutlook becomes clear.
(End)3