December 2, 2016

Company Name:

NAGATANIEN HOLDINGS CO.,LTD.

Representative:

President Taijiro Nagatani(Code: 2899; the First Section of theTokyo Stock Exchange)

Contact:

Executive Officer General Affairs Division
Hisato Kitano+81-3-3432-2511

Notice regarding acquisition of shares of Broomco (3554), the parent
company of Chaucer Food Group, UK freeze dried producer(conversion into a subsidiary) and borrowing of funds
NAGATANIEN HOLDINGS CO.,LTD. (“Nagatanien”) hereby announces that Nagatanien has resolved
at a meeting of its Board of Directors today to jointly acquire Broomco (3554) Limited (Headquarter:North Humberside, CEO: Andrew James Ducker; hereinafter “Broomco”), the parent company of
Chaucer Food Group (“Chaucer”), a freeze dried producer in the UK, with Innovation Network
Corporation of Japan (“INCJ”) and to borrow funds for the purpose of acquiring the shares and has signed
the Share Purchase Agreement. Following completion of the acquisition, the shareholding ratios are as
follows: Nagatanien 60% and INCJ 40%. After acquiring 100% of the issued shares of Broomco,
Nagatanien will transfer 40% of the share to INCJ.

1. Purpose of the Share Acquisition
Since Nagatanien’s incorporation in 1953, leveraging a corporate philosophy of “Aji-Hitosuji” (NaturallyExcellent Taste), Nagatanien Co. Ltd. has been offering deliciousness to our customers with originality
and ingenuity. In order to grow further as a group, it is of critical importance to continuously challenge in
new areas in both domestic and global markets.

While the competition in the Japanese food industry is becoming more severe due to changes in thedomestic market environment, such as sluggish growth in consumer spending, decreasing birth rate, aging
population and growth in individualistic food consumption, there are positive trends in the overseas
market population growth and diversification of food, including wider acceptance of Japanese food andtrends towards healthier food. Nagatanien will strive to develop overseas business using our technology infreeze dried production, particularly in the developed Western countries where there is a noticeable shift
to high value-added foods.

1The acquisition of UK-based Chaucer, a leading freeze dried and bread product producer with a global
distribution network and production facilities, enables us to expand and strengthen overseas business by
combining our long established production know-how and Chaucer’s abundant resources in globalmarket.

2. Outline of Broomco(1)

NameBroomco (3554) Limited(2)

Location

Unit 26 Brighton Street, Industrial Estate, Freightliner
Road, Hull, North Humberside, HU3 4EN, UnitedKingdom(3)

Representative’s name and title

Director, Andrew James Ducker(4)

Main businessHolding Company(5)

Capital (in 1,000 US$)36,657(6)

Date of foundation

September 17, 2004

(7)

Major members and ownership

Shackleton Partners (General Partner)

ratio (As of December 2Limited acting in its capacity as the, 2016)

general partner of Shackleton Capital

28.0%

Partners LP
Canada Square Nominees (UK) Limited

14.0%

Endless Fund II A

11.4%

Endless Fund II B

2.6%

OthersRelationship
(8)

(9)

between

Nagatanien and Broomco

Capital relationship

Not applicable

Personal relationship

Not applicable

Business relationship

Not applicable

Consolidated operating results and financial position of Broomco for the recent three years(in 1,000 US$)FY 2013/12

FY 2014/12

FY 2015/12

Net assets

14,065

12,094

6,523

Total assets

85,63094,51590,038

Total revenue

115,869

118,939

139,321

5,861

2,843

△266

2,270

△889

△3,226

Operating IncomeNet Income attributable toowners of parent

Changes in subsidiaries required to be disclosed, other than Broomco, are the three companies below:
2(1)NameBroomco (3555) Limited(2)

Location

Unit 26 Brighton Street, Industrial Estate, Freightliner
Road, Hull, North Humberside, HU3 4UN, United
Kingdom(3)

Representative’s name and title

Director, Andrew James Ducker(4)

Main businessHolding Company(5)Capital (in 1,000 US$)22,282(6)

Date of foundation

September 17, 2004(7)Major members and ownership
ratio (As of December 2Broomco (3554) Limited

100%, 2016)
RelationshipbetweenCapital relationship

Not applicable

BroomcoPersonal relationship

Not applicable(3555) Limited

Business relationship

Not applicable

(1)

Name

Chaucer Foods Limited(2)

Location

Unit 26 Brighton Street, Industrial Estate, Freightliner(8)

NagatanienandRoad, Hull, North Humberside, HU3 4EN, United
Kingdom(3)

Representative’s name and title

Director, Andrew James Ducker

Main business

Manufacturing and selling of freeze dried foods and bread(4)
products(5)Capital (in 1,000 US$)

1,019

(6)

Date of foundation

March 6, 1996

(7)

Major members and ownership
ratio (As of December 2

Pilgrim Food Holdings Limited

100%, 2016)
RelationshipbetweenCapital relationship

Not applicable

Chaucer

Personal relationship

Not applicable

Foods Limited

Business relationship

Not applicable

(1)

Name

Chaucer Foods SAS(2)

Location

110, rue de la Perrirue, 49260 Saint-Cyr-en-Bourg, France(3)

Representative’s name and title

Director, David Manning(8)

NagatanienandDirector, Andrew James Ducker

3(4)Main business

Manufacturing and selling of freeze dried foods(5)

Capital (in 1,000 EURO)

6,106

(6)

Date of foundation

October 24, 1980

(7)

Major members and ownership
ratio (As of December 2

Chaucer Foods Limited

100%, 2016)
Relationship(8)

Nagatanien

andbetween

Capital relationship

Not applicable

Chaucer

Personal relationship

Not applicable

Business relationship

Not applicable

Foods Limited

In accordance with the request by the sellers, the business results and the financial position of the threesubsidiaries above are not to be disclosed. Broomco, Broomco (3555) Limited, and Chaucer FoodsSAS will be specified subsidiaries.

3. Outline of the Sellers *(1)Shackleton Partners (General Partner) Limited acting in its
Namecapacity as the general partner of Shackleton CapitalPartners LP(2)

Location(3)

Relationship

26 New Street, St. Helier, Jersey JE2 3RA
between

Nagatanien and the Seller

Not applicable

(1)

Name

Canada Square Nominees (UK) Limited(2)

Location

8 Canada Square, London, E14 5HQ(3)Relationshipbetween

Nagatanien and the Seller

Not applicable

(1)

Name

Endless Fund II A

(2)

Location

3 Whitehall Quay, Leeds, LS1 4BF(3)Relationshipbetween

Nagatanien and the Seller

Not applicable

(1)

Name

Endless Fund II B

(2)

Location

3 Whitehall Quay, Leeds, LS1 4BF(3)RelationshipbetweenNot applicable4

Nagatanien and the Seller* In addition to the sellers above, Nagatanien will acquire the shares of Broomco from ten individualsellers. There is no capital, personal, or business relationship particularly noted between Nagatanien andthe individual sellers. Only information regarding name and location is disclosed due to the request fromthe parties.

4. Number of shares to be acquired
(1)

(2)

(3)

Numberofshares

held0 Shares

before the transfer(voting right ratio: 0%)

Number of shares to be

A ordinary shares

100,466,666 sharesacquired

B ordinary shares

16,208,296 shares

C ordinary shares

93,872,766 shares

D ordinary shares

146,133,334 shares

E ordinary shares

8,000 shares

F ordinary shares

95,052,000 shares *1

Acquisition price

Shares of Broomco

US$ 130 Million

Advisory fee, etc. (estimated amount)

US$Total (estimated amount)

US$ 133 Million

3 Million*1, 2(4)

Number of shares held afterA ordinary shares

100,466,666 shares

the transfer

B ordinary shares

16,208,296 shares

C ordinary shares

93,872,766 shares

D ordinary shares

146,133,334 shares

E ordinary shares

8,000 shares

F ordinary shares

95,052,000 shares(voting right ratio: 100%) *1*1 After acquiring 100% of the issued shares of Broomco, Nagatanien will transfer 40% of the share toINCJ. The numbers of “(2) Number of shares to be acquired”, ” (3) Acquisition price”, and “(4) Numberof shares held after the transfer” are 100% acquisition basis of Broomco by Nagatanien. Reverse stock
split of the Broomco share will be conducted when transferring the share to INCJ.
*2 Acquisition price includes the net debt of Broomco, which in effect Nagatanien repays at the closing.

5. Schedule(1)

Determination

December 2, 2016

(2)

Execution of agreement

December 2, 2016

(3)

Closing of the acquisition *December 9, 2016 (planned)5* The closing of the transaction is subject to customary closing conditions. Legal and regulatory
approvals are not expected to be required.

6. Borrowing of Funds(1)

LenderThe Bank of Tokyo-Mitsubishi UFJ, Ltd .

(2)

Borrowing AmountJPY equivalent to US$ 130 Million(3)

Borrowing Rate

Floating rate referring to market rate

(4)

Borrowing Method /Unsecured / Lump-sum repayment *Repayment Method(5)

Repayment Date

May, 31 ,2017* The proceeds from selling 40% of Broomco share to INCJ will be used for repayment immediately after
the selling of shares.

7. Outlook
The impact of the acquisition on the consolidated earnings is under examination at this time. Any change
in financial results forecast or other relevant matters requiring disclosure will be made public as necessary
in a timely manner.

(Reference) Consolidated earnings forecast (announced November 4, 2016) and actual earning result(Millions of yen)
Net Income
Operating

Ordinary

attributable toIncome

Incomeowners ofTotal revenue
parentYear ending March 31, 201780,800

3,100

3,050

1,770

Year ending March 31, 2016

79,193

2,818

2,828

1,265

End6