June 30, 2023
To whom it may concern

Company name: Nishimoto Co., Ltd.
Representative: Yoshiro Susaki, Chairman & CEO(Code No.: 9260 Prime Market of the Tokyo Stock Exchange)
Contact: Yuji Sasa, President, Director of the board, Managing Executive Officer, COO, CFO(Phone: 03-6870-2015)

Notice Regarding the Acquisition of Shares of Uniontrade S.p.A. and Uni Logistic S.r.l. by
our consolidated subsidiary

Nishimoto Co., Ltd. (the "Company") resolved today to acquire 100% of the shares of Uniontrade S.p.A.
(head office: Italy; "UT") and Uni Logistic S.r.l. (head office: Italy; "UL") through Wismettac Harro Foods
Limited, a consolidated subsidiary of the Company, and to convert the two companies into its subsidiaries(to convert them into sub-subsidiaries of the Company).
1.

Objective of acquiring the shares
The Company, as part of its Asian Food Global Business in the European region, conducts the import
and wholesale of Japanese and other Asian food products mainly in the U.K., Germany, and France.
The Company has resolved to acquire 100% of the shares of UT, which conducts a wholesale businessfor Japanese and other Asian food products in Italy, and 100% of the shares of UL, which performs
certain logistics functions of UT, making them sub-subsidiaries of the Company. There is a total ofthree operating companies, including UT as a core company, all of which will become sub-subsidiariesof the Company (see chart below). Wismettac Harro Foods Limited ("Harro Foods") is expected to be
the company acquiring the shares, but the purchasing company will be finalized by the execution dateof the share transfer. From a strategic perspective, it is planned that the warehouses and other facilities
owned and rented by UT will be spun off by the share transfer date and rented by UT after the shareacquisition.
UT is one of the leading wholesalers of Japanese and other Asian food products in Italy. Based on its
long-standing business relationships with restaurants and retailers, UT sells food products andingredients such as seafood, rice, and seasonings, and is also engaged the cash and carry (purchase andtaking out of goods at a warehouse) of commercial food products for restaurants. The Company plans
to leverage the Wismettac Group's product lineup to offer a wider range of value-added products to its
customers.
One of the growth strategies of the Group's Asian Food Global Business is to expand our businessfoundation outside of North America. As shown in the chart below, we have been developing thebusiness foundation of our Asian Food Global Business with a focus on Japanese food in Europe by
converting our business bases in major countries such as the U.K., Germany, and France into groupcompanies, and now we will establish a sales channel in the Italian market through UT.
1

2.

Outline of the subsidiary acquiring the shares
Harro Foods (planned)(As of May 31, 2023)(1) Name

Wismettac Harro Foods Limited(2) Location

Oak Point, Oakcroft Road, Chessington, Surrey KT9 1RH, UnitedKingdom(3) Representative

Director Ian Hetherington(4) Business overview

Wholesale business of Asian food products and food ingredients
centered on Japanese food(5) Capital

600 thousand pounds*1JPY/GBP = 182 (as of June 29, 2023)
3.

Outline of the parties whose shares are to be acquired(1) Name

UT: Jing Yi Zhu, Jun Jie Sun
UL: Jun Jie Sun(2) Relationship with theCompany

Jun Jie Sun is a representative of UT, a company we sell to. Jing
Yi Zhu has no capital, personal, or business relationship with theCompany that should be described.

4.

Number of shares to be acquired, acquisition price, and status of shares before and after the acquisition(1) Number of shares held

UT: 0 shares (Shareholding ratio: 0%)

before the acquisition

UL: 0 shares (Shareholding ratio: 0%)(2) Number of shares to beacquired(3) Acquisition price (*)

UT: 800,000 shares
UL: 10,000 sharesNot disclosed due to strong requests from the companies whoseshares are to be acquired(4) Number of shares held

UT: 800,000 shares (Shareholding ratio: 100%)after the acquisition
UL: 10,000 shares (Shareholding ratio: 100%)*Acquisition price has been properly calculated and determined based on the results of due diligenceby a third-party organization.

2

5.

Outline of the companies to be converted to sub-subsidiaries of the Company(i) Outline of UT(1) Trade name

Uniontrade S.p.A.

(2) Location

Via Enrico Mattei 1, Peschiera Borromeo, Milano(3) Representative

Jun Jie Sun(4) Business overview

Wholesale business of Japanese and other Asian food products
and operation of cash and carry(5) Capital

800 thousand euros(6) Date of establishment

December 1984

(7) Number of employees

78 (2 group companies)(8) Major shareholders andJing Yi Zhu 75%, Jun Jie Sun 25%

shareholding ratios(9) Outline of the group

UT and its subsidiary company, for a total of two companies, form
the group.

(10) Relationship with theUT is a long-time business partner of the Wismettac group.

Company(11) Operating results and financial position for the most recent fiscal year (in thousands of euros)
Fiscal year end

December 2020

December 2021

December 2022

Net assets

11,132

13,941

15,684

Total assets

33,41339,90247,310Net sales

51,961

66,81785,676

Profit before income taxes

1,173

4,383

2,750

Profit

794

2,809

1,743

*1JPY/EUR = 157 (as of June 29, 2023)
Significant changes expected in the future
As stated in "1. Objective of acquiring the shares" above, total assets, total liabilities, and net
assets will decrease by 14,694 thousand euros, 3,920 thousand euros, and 10,774 thousand euros,
respectively, due to decreases in property, plant and equipment, leased assets and lease liabilities,
as well as other factors following the spin-off. (The amounts are book values at the end ofDecember 2022. In fact, each amount will decrease by the balance at the time of the spin-off.)
Reference
Operating results and financial position for the most recent fiscal year
(simple total of the two UT group companies; in thousands of euros)
Fiscal year end

December 2020

December 2021

December 2022

Net assets

11,327

14,222

15,967

Total assets

34,27340,81048,710Net sales

55,02970,32690,322

Profit before income taxes

1,264

4,512

2,760

Profit853

2,896

1,745

*1JPY/EUR = 157 (as of June 29, 2023)

3

(ii) Outline of UL(1) Trade name

Uni Logistic S.r.l.

(2) Location

Via Enrico Mattei 1, Peschiera Borromeo, Milano(3) Representative

Jun Jie Sun(4) Business overview

Provision of logistics services to UT and Plaza Latina(5) Capital

10 thousand euros(6) Date of establishment

July 2017(7) Number of employees

12(8) Major shareholders andJun Jie Sun 100%shareholding ratios(9) Relationship with theThere are no relationships to be described.

Company(10) Operating results and financial position for the most recent fiscal year (in thousands of euros)
Fiscal year end

December 2020

December 2021

December 2022

Net assets

63

23

143

Total assets

163

207

269

Net sales

547

745

986

(45)

(36)

141

(45)

(39)

120

Profit (loss) before incometaxes
Profit (loss)* UT and UL prepare their financial statements in accordance with Italian accounting standards, andtherefore, items corresponding to operating profit and ordinary profit are not indicated.
*1JPY/EUR = 157 (as of June 29, 2023)
6.

7.

Schedule(1) Date of the resolution by the Board of Directors

June 12, 2023

(2) Date of conclusion of the contract

June 30, 2023

(3) Execution date of the share transfer

October 31, 2023 (scheduled)

Impact on financial results
The impact of this event on the Company's consolidated financial results is currently under scrutiny.
The Company will promptly provide information if any event that should be disclosed arises in thefuture.

4