21 May 2019
Company Name: Oisix ra daichi Inc.
Representative: Kohey Takashima
Represenative Director & CEO
Securities Code: 3182, TSE Mothers
Contact: Hajime Yamanaka
Corporate Officer, Administration(TEL．03-6867-1149)

Notice of Conclusion of Capital and Business Alliance Agreement with WELCOME Co., Ltd.
which operates DEAN &DELUCA
Oisix ra daichi Inc. (hereafter the Company) hereby announces that the Company has made WELCOME Co., Ltd.
(hereinafter "Welcome") an equity-method affiliate through a capital alliance to subscribe for a third-party allotment ofshares, and has concluded a business alliance agreement with Welcome on May 21, 2019. Details are as follows.
NoticeI. Capital Alliance (Subscription of capital increase through third-party allotment)
1.

Purpose of Share Acquisition
In the EC industry in recent years, sales channels are diversifying by the spread of smartphones and the use of SNS.
Furthermore, the competition in the market is intensifying because of the increasing in logistics costs due to theshortage of delivery personnel, and the entry into the home delivery service business of major retailers.On the otherhand, as a result of the diversification of human resources, demand for meal kits, which allow people to enjoy
handmade meals without having to take time, is growing dramatically. The global meal kit market is expected to reachnearly $9 billion by 2025, and similar market growth is expected to continue in Japan.
Against this backdrop, in February 2018, the Company made Radishboya Co., Ltd., a member-based food delivery
company with a history of approximately 30 years, a subsidiary. In October 2018, we merged the two companies tomaximize their synergies. In the domestic food e-commerce market, we worked to establish the uniqueness andcompetitive advantage of the three brands, including Oisix, Daichi Wo Mamoru Kai, and Radishboya.
As a result, for the fiscal year ending March 31, 2019, the Company forecasts net sales of 64.0 billion yen andoperating income of 2.2 billion yen, which is significantly higher than the previous fiscal year's net sales of 40.0 billion
yen and operating income of 0.9 billion yen.
Welcome was founded in 2002 and is engaged in the lifestyle business through retail and restaurant businesses, themanufacture and sale of imported and processed foods, as well as the operation of cafes. Its strengths lie in themanagement of its restaurant business and the sale of deli and grossories.
We entered into a capital and business alliance agreement in 2013 to provide marketing support for the "DEAN&DELUCA Online Store" operated by Welcome, and to sell DEAN & DELUCA branded products under the "Oichica"
operated by the Company.
Under these circumstances, since the end of 2018, the Company has held consultations with Welcome on initiatives
aimed at further expanding the businesses of both companies.
With the aim of deepening the business alliance between the two companies and generating greater synergies, theCompany has decided to subscribe for a third-party allotment of shares and makes Welcome an affiliate.

12.

Summary of Company whose Shares will be Acquired(1)Company Name

WELCOME Co., Ltd.

(2)

Location (Head Office)

1F Daiwa Jingumae Bldg., 2-4-11 Jingumae, Shibuya-ku, Tokyo(3)

Name and Title of theMasaki Yokokawa

Representative(4)

Business Description

Lifestyle business through retail and food & beverage
Manufacturing and sales of imported food and processed foods,cafe operations(5)

Year of Establishment

February 2002

(6)

Relationship between

Capital Relations

The Company own a 2.0% equity interest.

Listed Entity andHR Relations

No relevant human resource relations.

Current Company

Business Relations

We have business relationships including productsales and support for e-commerce businesses.

(7)

3-Year Business Performance / Financial Standing of Current Company (Unit: million YEN)
Fiscal Year

3.

FY 2/2017

FY 2/2018

FY 6/2018

Net Assets

2,516

2,530

2,554

Total Assets

8,163

9,033

9,342

Sales

8,722

12,671

4,664

EBITDA491619

285

Net Profit

579

2636

Number of Shares to be Acquired, Acquisition Value, and Holdings Before and After Transaction(1)

Holdings Ratio

2.05%

Prior to Transaction(2)

Shares to be Acquired

18.03%(3)

Acquisition Value

1.1 Billion YEN(4)

Holdings Ratio

20.08 %

Post Transaction※As regards to Acquisition Value, the services of an independent third-party assessor was used to secure such data as
stock valuation in the name of fairness and validity/ suitability.
4.

Schedule of Events(1)

Board of Director Resolution

21 February 2019(2)

Transfer of Shares

25 February 2019II. Business Alliance (Signing of Basic Agreement)
1.

Background, Purpose and Content of the Basic Agreement
In connection with the subscription of this third-party allotment of shares, the Company has decided to conclude abasic agreement on a business alliance (hereinafter referred to as the "Basic Agreement") with the aim of generating
further synergies.
Under the Basic Agreement, both companies have agreed to begin examining specific matters with the aim ofrealizing the Alliance Business at an early stage, on the premise that they will promote business alliances by sharingroles using the asset skills of both companies.
Looking ahead, in addition to strengthening our existing initiatives, such as marketing support for web channels andjoint product development, we will work to create further synergies, such as launching a logistic reform project for
Welcome in both companies.
End2