Nov. 10, 2023
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)

Notice Concerning the Conclusion of a Tendering Agreement for the Tender Offer for Shares of SHiDAX CORPORATION (Securities Code:4837) and the Prospect of Making SHiDAX a Consolidated Subsidiary through the Acceptance of a Third-Party Allotment of New Shares

At the Board of Directors' meeting held today, Oisix ra daichi Inc. ("the Company") resolved to enter into an agreement ("the Agreement")
with SHIDA Holdings Corporation ("SHIDA HD") to tender all of its common shares ("SHiDAX shares") in SHiDAX CORPORATION("SHiDAX"), an equity-method affiliate of the Company, in a tender offer ("Tender Offer") to be conducted by SHIDA HD as part of atransaction that constitutes a management buyout (MBO) (Note1). The Company hereby announces that if the Tender Offer is successful,
SHiDAX will be excluded from our equity-method affiliates (Note2) and is expected to record extraordinary income in our non-consolidated
and consolidated financial statements for the fiscal year ending March 31, 2024.
In addition, in the Board of Directors, the Company resolved today to enter into a transaction agreement ("Transaction Agreement") withSHIDA HD, Mr. Tsutomu Shida and Mr. Kinichi Shida (collectively, the "Founding Shareholders") regarding the Tender Offer and a series ofsubsequent transactions ("the Transaction") to take SHiDAX private and also to enter into a shareholders agreement (the "Shareholders
Agreement") with Mr. Tsutomu Shida, Mr. Kinichi Shida, Mr. Shojiro Shida, Ms. Tomiji Shida, Ms. Miyuki Shida, Mr. Yuma Shida, Ms. Arisa
Nagaki, Ms. Eimiri Shida and S.D.I. Inc.
If the Tender Offer is consummated and settlement is completed, as part of the Transaction, the Company plans to underwrite the shares ofcommon stock of SHIDA HD to be issued by SHIDA HD through a third-party allotment (the "Third-Party Allotment"), and as a result,
SHiDAX will become a subsidiary of the Company (Note3) and 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, will become subsidiaries of the Company.

(Note 1) "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 to the continuation of the acquired company's business.
(Note 2) As for accounting treatment, if the Transaction is completed, it will be treated as an increase in our SHiDAX ownership ratio from28.44% to 66.0%.
(Note 3) The minimum number of shares to be purchased in the Tender Offer is calculated by multiplying the total number of shares of1

SHiDAX as of Sep. 30, 2023 by 2-thirds of the voting rights of SHiDAX as of the same date, less the number of voting rights pertaining to thenumber of shares of SHiDAX owned by SHIDA HD, and multiplying the number of shares by 100 shares as of the date of the Tender Offer. If
the Tender Offer is consummated, SHIDA HD is expected to own more than 2-thirds of the voting rights of SHiDAX, and as a result, SHiDAX
will become a subsidiary of SHIDA HD. If assumed, SHIDA HD is expected to become our subsidiary and SHiDAX is also expected to
become our subsidiary.

Notation

I. Changes in Equity-Method Affiliates and Recording of Extraordinary Income (non-consolidated and consolidated)
1.The Purpose and Background of Execution of the Transaction Agreement
Since SHiDAX became an equity-method affiliate of the Company in October 2022, the Company has continued to deepen its businessalliance, particularly in the area of food. Currently, we are collaborating in the provision of commercial meal kits to nursery schools operated
by SHiDAX.
On the other hand, as both the Company and SHiDAX are independent listed companies, there are restrictions on the sharing of management
resources and managerial decision making. We were aware that we have not been able to make prompt decisions and develop our businesssufficiently in an environment where the business environment is significantly changing year by year. The environment changes include thediversification of food delivery purchase routes and the accumulation of social issues such as increasing distribution costs and labor shortage
caused by the falling birthrate and the aging population.
Both the Company and SHiDAX are social issue-solving companies with a future-oriented corporate philosophy. As the two companies
have been considering the optimal business structure to maximize their corporate value, they have determined that management integration
through the Transactions will enable both companies to make flexible decisions and develop their businesses, and they expect to maximize
their corporate value in the medium to long term as well, and have decided to enter into the Transaction Agreement and the Agreement as apart of the Tranasctions.
For more information regarding the Tender Offer, including an outline of the Transaction Agreement, please refer to the announcements by
SHIDA HD and SHiDAX today.

2. Overview of SHiDAX
(1)

Name

SHiDAX CORPORATION(2)

Address

6-3, Chofugaoka 3-chome, Chofu-shi, Tokyo(3)

Job title/name of representative

Chairman and President, Representative Director, Kinichi Shida(4)

Business Activities

Food Services business, Vehicle Operation Services business, Social Services
business, etc.

(5)

Common stock¥100 million (As of Mar. 31, 2023)(6)

Date of Establishment

Apr. 2, 2001

(7)

Major shareholders and percentage of

Oisix ra daichi Inc.

28.47%

sharesSHIDA Holdings Corporation

16.69%

2

(As of Mar. 31, 2023)

Kiraboshi

CapitalTokyo

SparkleInvestment

Limited
5.26%

Partnership
Shida Safety Services Co., Ltd

3.25%

The Custody Bank of Japan, Ltd. (Trust Account)

2.47%

Kinichi Shida

2.24%

Tsutomu Shida

2.20%

Nomura Securities Co., Ltd. (Standing Representation:
1.84%
Sumitomo Mitsui Banking Corporation)(8)

Kokubu Group Inc.

1.54%

DSI Corporation

1.50%

Our relationship
Capital relationshipWe own 15,582,759 shares (28.44% ownership) of SHiDAX as of today.

Human relations

In addition to our President and Representative Director, Kohey Takashima,
concurrently serving as SHiDAX's external director, 1 of our employees is seconded
to SHiDAX.

(9)Business relationship

We and SHiDAX conduct wholesaling of foodstuffs and other transactions.

Applicable status to the relevant party

As of today, SHiDAX qualifies as our equity method affiliate.

Results of Operations and Financial Position for the Past 3 Years
Fiscal year end

Year ended Mar. 31, 2021

Year ended Mar. 31, 2022

Year ended Mar. 31, 2023

Consolidated net assets¥7.52 billion¥11.371 billion¥12.225 billion

Consolidated total assets¥39.913 billion¥33.159 billion¥33.195 billion¥17.56¥114.15¥223.33¥110.148 billion¥115.525 billion¥121.22 billion¥893 million¥2.292 billion¥4.188 billion¥630 million¥4.089 billion¥3.817 billion¥15.80¥102.56¥76.07

Consolidated net assets per
share
Consolidated net sales
Consolidated

ordinary

incomeProfitattributabletoowners of parent
Consolidated net income
per share

3. Overview of SHIDA HD
(1)

Name

SHIDA Holdings Corporation(2)

Address

10th Floor, New Otani Business Court, 4-1 Kioi-cho, Chiyoda-ku, Tokyo(3)

Job title/name of representative

President and Representative Director, Tsutomu Shida

3

(4)

Business Activities

Purchase and ownership of SHiDAX shares(5)

Common stock¥10 million (as of Nov. 9, 2023)(6)

Date of Establishment

Jan. 31, 1996

(7)

Major shareholders and percentage of

Tsutomu Shida

48.42%

sharesKinichi Shida37.78%(As of Nov. 10, 2023)

Shojiro Shida7.29%

SDI Corporation

2.73%

Tomiji Shida

1.43%

Yuma Shida

1.04%

Miyuki Shida

0.78%

Eimiri Shida

0.26%

Arisa Nagaki

0.26%

(8)

Our relationship
Capital relationship

Not applicable.

Human relations

Not applicable.

Business relationship

Not applicable.

Applicable status to the relevant party

Not applicable.

4. Number of Shares to Be Tendered in the Tender Offer and Transfer Price(1)

Number of shares to be subscribed

15,582,759 shares (total number of shares held by us)(2)

Transfer price¥12.466 billion (¥800 per share)(NOTE) The transfer price is the transfer price when this tender offer is completed. SHIDA HD has set a minimum limit of 27,392.8 thousand
shares (ownership ratio: 49.99%) for the number of shares to be purchased in the Tender Offer. If the total number of share certificates, etc.
tendered in the Tender Offer ("Subscribed Share Certificates, etc.") falls short of the minimum limit for the number of shares to be purchased,
SHIDA HD will not purchase all of the Subscribed Share Certificates, etc.

5. Schedule of the Tender Offer(1)

Execution of the Application Agreement

Nov. 10, 2023

(2)

TOB period

Nov. 13, 2023 to Dec. 25, 2023

(3)

Commencement date of settlement

Jan. 5, 2024

6. Outlook and Expected Posting of Extraordinary Incomes
If the Tender Offer is consummated, SHiDAX will be removed from our equity-method affiliate.
If the Tender Offer is successful and we sell all of SHiDAX shares, we expect to record approx. 4.0 bn yen as extraordinary income (nonconsolidated) and approx. 3.4 bn yen as extraordinary income (consolidated) in the fiscal year ending Mar. 2024. As soon as the forecast
becomes clear, we will announce the forecast of consolidated financial results.
4II. Changes in the Subsidiaries
1.Reasons and Methods for Changes
If the Tender Offer is consummated and settlement is completed, SHiDAX will become a subsidiary of SHIDA HD, in which case, as partof the Transaction, the Company will acquire 6,364,331 shares of common stock of SHIDA HD (the ratio to the total number of issued shares
after the capital increase is 66.0% (rounded to the nearest hundredth)) through payment for the Third Party Allotment scheduled on January 5,
2024. As a result of the acquisition, SHIDA HD will become our subsidiary and SHiDAX will also become our subsidiary in the same day.
The underwriting of the Third-Party Allotment is based on the Transaction Agreement between the Company and SHIDA HD and its
Founding Shareholders, and the Company will hold 66.0% of SHIDA HD's voting rights. After the completion of the Transaction, SHiDAX
will be taken private.
For an overview of the Transaction Agreement and the Shareholder Agreement, including the Third-Party Allotment, please refer to theannouncement, which was announced by SHiDAX as of today.
SHiDAX will become a wholly owned subsidiary of us, 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 will become subsidiaries of the Company.

2. Overview of Subsidiaries to Be Transferred(1) SHiDAX
For an overview of SHiDAX, please refer to "I.2. Overview of SHiDAX" above.

(2) SHiDAX Contract Food Service Co., Ltd.
(1)

Name

SHiDAX Contract Food Service Co., Ltd.

(2)

Address

6-3, Chofugaoka 3-chome, Chofu-shi, Tokyo(3)

Job title/name of representative

President and Representative Director, Mitsuru Sugiyama(4)

Business Activities

Food Services business, etc.

(5)

Common stock¥100 million (As of Mar. 31, 2023)(6)

Date of Establishment

May. 11, 1960

(7)

Major shareholders and percentage ofsharesSHiDAX CORPORATION 100.0%(As of Mar. 31, 2023)
(8)

(9)

Our relationship
Capital relationship

There is no capital relationship between the 2 companies.

Human relations

There is no personal relationship between the 2 companies.

Business relationship

There is no business relationship between the 2 companies.

Results of Operations and Financial Position for the Past 3 Years
Fiscal year end
Net assets

Year ended Mar. 31, 2021
¥8 million

5Year ended Mar. 31, 2022
¥62 million

Year ended Mar. 31, 2023
¥83 million

Total assets¥4.542 billion¥3.314 billion¥3.51 billion¥117.91¥850.63¥1,130.40

Net sales¥20.025 billion¥20.259 billion¥19.765 billion

Ordinary income¥ (617) million¥ (164) million¥ (29) million¥ (885) million¥51 million¥19 million¥ (11,962.56)¥698.76¥268.35

Net assets per share

Profitattributabletoowners of parent
Net income per share(3) SHiDAX Food Service Co., Ltd.
(1)

Name

SHiDAX Food Service Co., Ltd.

(2)

Address

6-3, Chofugaoka 3-chome, Chofu-shi, Tokyo(3)

Job title/name of representative

President and Representative Director, Mitsuru Sugiyama(4)

Business Activities

Food Services business(5)

Common stock¥100 million (As of Mar. 31, 2023)(6)

Date of Establishment

Jun. 1, 2018(7)

Major shareholders and percentage ofsharesSHiDAX CORPORATION 100.0%(As of Mar. 31, 2023)
(8)

(9)

Our relationship
Capital relationship

There is no capital relationship between the 2 companies.

Human relations

There is no personal relationship between the 2 companies.

Business relationship

There is no business relationship between the 2 companies.

Results of Operations and Financial Position for the Past 3 Years
Fiscal year end

Year ended Mar. 31, 2021

Year ended Mar. 31, 2022

Year ended Mar. 31, 2023

Net assets¥1.107 billion¥1.131 billion¥798 million

Total assets¥6.395 billion¥5.71 billion¥5.402 billion

Net assets per share¥110,701.84¥113,183.70¥79,866.51¥29.893 billion¥30.762 billion¥30.884 billion¥321 million¥142 million¥ (282) million¥186 million¥24 million¥ (333) million¥18,624.76¥2,481.86¥ (33,317.19)

Net sales
Ordinary income
Profitattributabletoowners of parent
Net income per share(4)S logics, Inc.
(1)

Name

S logics, Inc.

6

(2)

Address

6-3, Chofugaoka 3-chome, Chofu-shi, Tokyo(3)

Job title/name of representative

President and Representative Director, Shuniji Takeshita(4)

Business Activities

Food Services business, etc.

(5)

Common stock¥90 million (As of Mar. 31, 2023)(6)

Date of Establishment

Oct. 1, 2001

(7)

Major shareholders and percentage ofsharesSHiDAX CORPORATION 100.0%(As of Mar. 31, 2023)
(8)

(9)

Our relationship
Capital relationship

There is no capital relationship between the 2 companies.

Human relations

There is no personal relationship between the 2 companies.

Business relationship

There is no business relationship between the 2 companies.

Results of Operations and Financial Position for the Past 3 Years
Fiscal year end

Year ended Mar. 31, 2021

Year ended Mar. 31, 2022

Year ended Mar. 31, 2023

Net assets¥1.711 billion¥2.275 billion¥2.87 billion

Total assets¥8.261 billion¥7.222 billion¥8.827 billion¥14,261.97¥18,966.22¥23,921.38¥30.304 billion¥30.375 billion¥31.348 billion¥521 million¥761 million¥1.012 billion¥387 million¥564 million¥594 million¥3,231.72¥4,704.25¥4,955.15

Net assets per share
Net sales
Ordinary income
Profitattributabletoowners of parent
Net income per share(5)DAINITO CO., LTD
(1)

Name

DAISINTO CO., LTD(2)

Address

6-3, Chofugaoka 3-chome, Chofu-shi, Tokyo(3)

Job title/name of representative

President and Representative Director, Tetsuyoshi Morishita(4)

Business Activities

Vehicle Operation Services business and Social Services business(5)

Common stock¥100 million (As of Mar. 31, 2023)(6)

Date of Establishment

Feb. 16, 1962

(7)

Major shareholders and percentage ofsharesSHiDAX CORPORATION 100.0%(As of Mar. 31, 2023)(8)

Our relationship
Capital relationship

There is no capital relationship between the 2 companies.

7

(9)

Human relations

There is no personal relationship between the 2 companies.

Business relationship

There is no business relationship between the 2 companies.

Results of Operations and Financial Position for the Past 3 Years
Fiscal year end

Year ended Mar. 31, 2021

Year ended Mar. 31, 2022

Year ended Mar. 31, 2023

Net assets¥6.385 billion¥7.965 billion¥9.309 billion

Total assets¥10.249 billion¥10.726 billion¥12.023 billion¥68.31¥85.21¥99.59Net sales¥22.953 billion¥22.991 billion¥23.685 billion

Ordinary income¥1.171 billion¥1.423 billion¥1.858 billion¥1.004 billion¥1.579 billion¥1.344 billion¥10.74¥16.90¥14.38

Net assets per share

Profitattributabletoowners of parent
Net income per share(6) SHiDAX DAISHINTO Human Services Co., Ltd.
(1)

Name

SHiDAX DAISHINTO Human Services Co., Ltd.

(2)

Address

6-3, Chofugaoka 3-chome, Chofu-shi, Tokyo(3)

Job title/name of representative

President and Representative Director, Tomoharu Yamada(4)

Business Activities

Social Services business(5)

Common stock¥100 million (As of Mar. 31, 2023)(6)

Date of Establishment

Nov. 1, 1986

(7)

Major shareholders and percentage ofsharesDAISHINTO CO., Ltd. 100.0%(As of Mar. 31, 2023)
(8)

(9)

Our relationship
Capital relationship

There is no capital relationship between the 2 companies.

Human relations

There is no personal relationship between the 2 companies.

Business relationship

There is no business relationship between the 2 companies.

Results of Operations and Financial Position for the Past 3 Years
Fiscal year end

Year ended Mar. 31, 2021

Year ended Mar. 31, 2022

Year ended Mar. 31, 2023

Net assets¥3.927 billion¥4.54 billion¥5.447 billion

Total assets¥9.278 billion¥9.232 billion¥11.077 billion

Net assets per share¥1,555,444.26¥1,798,068.19¥2,157,547.57

Net sales¥32.631 billion¥37.005 billion¥43.169 billion¥941 million¥961 million¥1.62 billion¥627 million¥612 million¥907 million

Ordinary income
Profitattributableto8

owners of parent
Net income per share¥248,366.51¥242,623.92¥359,479.38(7) SHIDAX USA CORPORATION
(1)

Name

SHIDAX USA CORPORATION(2)

Address

615 South Dupont Highway, Dover, Delaware 19901, The United States of America(3)

Job title/name of representative

Chief Executive Officer, Kinichi Shida(4)

Business Activities

Operation of restaurants and catering business, etc.

(5)

Common stock$4 million (As of Mar. 31, 2023)(6)

Date of Establishment

Apr. 27, 2006

(7)

Major shareholders and percentage ofsharesSHiDAX CORPORATION 100.0%(As of Mar. 31, 2023)
(8)

(9)

Our relationship
Capital relationship

There is no capital relationship between the 2 companies.

Human relations

There is no personal relationship between the 2 companies.

Business relationship

There is no business relationship between the 2 companies.

Results of Operations and Financial Position for the Past 3 Years
Fiscal year end

Year ended Mar. 31, 2021

Year ended Mar. 31, 2022

Year ended Mar. 31, 2023

Net assets¥762 million¥824 million¥883 million

Total assets¥763 million¥825 million¥884 million

Net assets per share¥7,627,740.76¥8,248,436.11¥8,834,785.45

-

-

-

¥1 million¥ (19) million¥ (15) million¥8 million¥ (17) million¥ (14) million¥87,607.69¥ (174,122.23)¥ (149,671.26)

Net sales
Ordinary income
Profitattributabletoowners of parent
Net income per share

3. Number of Shares Acquired, Acquisition Price, and Shareholding Before and After Acquisition(1)

Shares owned prior to the transaction

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

Total share repurchased

6,364,331 shares(Number of voting rights: 6,364,331)(Percentage of the total number of issued shares after the capital increase: 66.0%)(3)

Acquisition cost

¥14.192 billion(4)

Shares owned after the transaction

6,364,331 shares

9(Percentage of voting rights: 66.0%)(NOTE) Upon completion of the Tender Offer and settlement, as part of the Transaction, the Company will subscribe for shares of its common
stock to be issued through the Third-Party Allotment to be conducted by SHIDA HD with SHiDAX as a subsidiary. (1) through (4) above refer
to SHIDA HD. If the Tender Offer is consummated and the Third-Party Allotment is completed, the Company, through SHIDA HD, will indirectly
own 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 USA Corporation. The number of shares of SHiDAX to be held by SHIDA HD after
the completion of the Tender Offer will depend on the number of shares tendered in the Tender Offer. However, the Transaction is intended totake SHiDAX private, and upon completion of the Transaction, SHIDA HD will ultimately own all shares of SHiDAX.

4. Schedule(1)

Execution of the Transaction Agreement, the Shareholder

Nov. 10, 2023

Agreement, and the Agreement(2)

Tender offer period of the Tender Offer

Nov. 13, 2023-Dec. 25, 2023

(3)

Resolution at the extraordinary general meeting ofJan. 4, 2024

stockholders of SHIDA HD(4)

Commencement Date of Settlement of the Tender Offer

Jan. 5, 2024

(5)

Payment date for the Third-Party Allotment

Jan. 5, 2024

(6)

Taking SHiDAX private

Late March 2024 at the latest

5. Outlook
The impact of the execution of the Transaction Agreement and the Shareholder Agreement and the change in subsidiaries as a result of theThird-Party Allotment on our consolidated financial results for the fiscal year ending March 2024 is currently under scrutiny and will beannounced as soon as the outlook becomes clear.

(End)

10