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

Notice of Issuance of New Shares via Third-Party Allotment to Yamato Holdings Co., Ltd.
and Agriculture, Forestry and Fisheries Fund corporation for Innovation, Value-Chain and Expansion
Oisix ra daichi Inc (hereafter the Company) hereby announces that at a meeting of its Board of Directors on 26 June
2019, an issuance of new shares via third-party allotment (hereafter the Third-Party Allotment) to Yamato Holdings Co.,
Ltd. (hereafter Yamato HD) and Agriculture, Forestry and Fisheries Fund corporation for Innovation, Value-Chain andExpansion (hereafter A-FIVE).
NOTICE
1． Overview of Offering(1)

Payment Date

17 July 2019(2)

Number of New Shares to beIssued

586,000 Shares of Common Stock(3)

Issue Price

JPY 1,365 per Share(4)

Aggregate Funding AmountJPY 799,890,000

(5)

(6)

Method of Offering/ Allotment(Subscriber of Allocated Shares)
Other

The following allocations will be made by third-party allotment.
(1) Yamato HD: 219,700 shares(2) A-FIVE: 366,300 shares
Above items conditional on the Securities Notice taking effectpursuant to the Financial Instruments and Exchange Act

2．Purpose and Reason for Current Offering
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 the shortage ofdelivery personnel, and the entry into the home delivery service business of major retailers.On the other hand, 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 reach nearly $9 billion by 2025, and similarmarket growth is expected to continue in Japan※.
Against this backdrop, in February 2018, we made Radishboya Co., Ltd., a member-based food delivery company with ahistory of approximately 30 years, a subsidiary. In October 2018, we merged the two companies to maximize theirsynergies. In the domestic food e-commerce market, we worked to establish the uniqueness and competitive advantage ofthe three brands, including Oisix, Daichi Wo Mamoru Kai, and Radishboya.

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As a result, for the fiscal year ending March 31, 2019, we acierved net sales of 64.0 billion yen and operating income of
2.3 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.
At the same time, in order to achieve further competitive advantage in this field, we must reduce costs in procurement
logistics and consolidate the logistics and delivery functions of each of our 3 brands to solve problems and improve
efficiency across the entire supply chain.
Yamato HD aims to contribute to the realization of a prosperous society by leveraging the information, logistics,
settlement, and other functions as well as the delivery network consisting of approximately 60 thousand sales drivers andapproximately 7 thousand distribution centers throughout Japan.
Yamato Transport, a subsidiary of Yamato HD, is a business partner that consigns the majority of our logistics.
In 2017, the Company and Yamato Transport have launched the "VegeNeco project” as a joint effort to build an open
platform that offers 1-stop, efficient delivery from Producers ordering to customers.
It was under such circumstances that the Company and Yamato Transport concluded a basic agreement on the promotion"VegeNeco project”, as well as on mutual cooperation and consideration to resolve social issues in the entire food
distribution supply chain that make full use of the marketing and logistics assets of both companies.
In addition, through this third-party allotment, we determined that building a capital alliance and promoting
comprehensive mutual cooperation in the food distribution supply chain would contribute to the improvement of the future
corporate value of the Company.
A-FIVE, the other recipient of the allotment, is providing investment and growth support to businesses in order to further
strengthen and grow the Japanese agriculture, forestry and fisheries industries. The Company and A-FIVE are committed todeveloping the Japanese food industry, the Company and A-FIVE will engage in activities that contribute to theenhancement of the value of businesses in which A-FIVE invests and supports growth.
The Company will launch “Craft Market” on June 27 at our sales site, which gathers ingredients from small-scale
producers, manufacturers and start-up companies with unique technologies and manufacturing methods. And we will sell
the products of businesses in which A-FIVE invests and supports growth, such as Tsuno Wine Co., Ltd., which has received
high praise worldwide, at this new section.
Through the Third-Party Allotment, the Company we determined that building a capital alliance and promotecomprehensive mutual cooperation in the food distribution supply chain would contribute to the improvement of the future
corporate value of the Company.
On the other hand, in the event of the Third-Party Allotment, the Company temporarily dilutes the shareholding ratio of
the Company's shareholders. Therefore, the Company has been carefully considering the scale of the third-party allotment
and the selection of the companies to be allotted.
As a result, we determined that it would be reasonable to allot funds to third parties, considering the urgent need to raise
funds quickly and reliably for the construction of the supply chain network and the scale of our management and fundprocurement, and that it would be in the interests of our shareholders to improve our corporate value through the ThirdParty Allotment.
The total amount of funds to be raised through the issuance of new shares will be JPY 799,890,000 (the estimated net
proceeds will be JPY 796,890,000)※Source： Global Meal kit Delivery Service Market Size And Forecast, By Type (Fresh Food, Process Food) And Trend Analysis, 2015 – 2025
<https://www.hexaresearch.com/research-report/meal-kit-delivery-service-market>

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3．Amount, Use, and Planned Timing of Disbursement Funding(1) Aggregate Funding Amount(1)

Aggregate Paid-in AmountJPY 799,890,000(2)

Estimated Expense of Funding Issuance

JPY 3,000,0000(3)

Estimated Net Funding after Expenses

JPY 796,890,000（Note）1. The estimated issuance expense does not include consumption tax or other taxes.
2. The estimated issuance expense consists of approximate amount of issuance cost calculation expenses,
registration expenses, investigation expenses, etc..
(2) Specific Use of Funds Procured
Plans call for the estimated JPY 796 million cash on hand described above to be invested for capital expenditures tobuild a network for the entire food distribution chain.
Specific Use

AmountPlanned Timing of Disbursement(JPY millions)

Cosst of capital expenditures to build a
network for the entire food distribution

796

From July 2019 to march 2022

chain
Specifically, we plan to allocate funds to the construction of our distribution centers and system costs for theconstruction of our supply chain network.
* Funds procured will be managed in a bank account until actual disbursement.
4．Use of Funds - Consideration of Rationality
In order to acquire a more competitive advantage in the domestic food e-commerce delivery field, as described in 3. (2)Specific Use of Funds Procured, the Company considers it is essential to make capital investments in the construction of a
network of the entire food distribution supply chain. Further, the Company believe that contributing to our earnings more
quickly will lead to the enhancement of our medium-to long-term corporate value and the benefit of our existing
shareholders.
5．Issuance Terms - Consideration of Rationality.
(1) Grounds for Estimation of Paid-in Amount and Specific Details
The issue price of the Third-Party Allotment was JPY 1,365 (all averages rounde to the nearest 1 JPY) which is theaverage closing price of our common stock on the Tokyo Stock Exchange Mothers Market on the 30 business days
immediately preceding the meeting of the Board of Directors held on 26 June 2019 (from 15 May 2019 to 25 June 2019).
In calculating the issue price, we believe it is reasonable, in principle, to use an average value for a certain period in order
to eliminate the effects of temporary fluctuations in stock prices and other extraordinary factors. The 30 business days
immediately prior to the announcement (15 May 2019 to 25 June 2019) are considered to be formed by incorporating ourconsolidated results for the FY03/19 and our consolidated results forecasts for the FY03/20.
The issue price of JPY 1,365 is a 3.2% discount to the closing price of ¥1,410 on 25 June 2019, which is the business day
immediately preceding the meeting of the Board of Directors held on 26 June 2019.
This is a 10.0% discount to the average closing price of JPY 1,516 for the 3-month period up to the immediately
preceding business day, and 18.3% discount to the average closing price of JPY 1,670 for the 6-month period up to thelatest business day.
The above issuance price was based on the guidelines of the Japan Securities Dealers Association, and 3 of theCompany's corporate auditors (including 3 outside corporate auditors) agreed that the issuance price was legal because it
did not fall under the amount that would be particularly favorable to the proposed allottee for the same reason as describedabove.
(2) Grounds for determining that the number of shares issued and the scope of dilution of shares are reasonable
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The number of 586,000 shares (5,860 voting rights) to be allocated to the planned subscriber of the allocated sharesthrough the Third-Party Allotment corresponds to 1.74% (1.75% of total voting rights) of the total number of 33,595,156
shares (335,512 total voting rights) of the Company stock issued and outstanding as of March 31, 2019. Accordingly, it isrecognized that it will result in some dilution.
However, the Third-Party Allotment is designed to establish a comprehensive business and capital-related alliance with
Yamato HD and A-FIVE to resolve issues and improve the efficiency of the entire food distribution supply chain. In light of
the fact that it contributes to the continuous improvement of corporate value, the amount of issuance and dilution of sharesthrough the Third-Party Allotment were judged to be reasonable.
6．Reasons for Selecting Planned Subscriber of Shares via the Third-party Allotment(1)Overview of the planned purchaser of the allotted shares
1. Yamato HD
(1)

Name

Yamato Holdings Co., Ltd.

(2)

Location (Head Office)Ginza Chuo-ku, Tokyo 2-16-10(3)

Name & Title ofRepresentative

Nagao Yutaka, President(4)

Business Description

Business management of companies engaged in the delivery business, etc.

(5)

CapitalJPY 127,234 million (As of Mar 31, 2019)(6)

Date of Establishment

Nov 29, 1919

(7)

Shares Outstanding

411,339,992 shares（As of Mar 31, 2019）(8)

End of Accounting Year

March

(9)

Number of employees(Consolidated) 225,125（As of Mar 31, 2019）(10)

Main Customers

－

(11)

Main Bank

Mizuho Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Sumitomo
Mitsui Banking Corporation、Norinchukin Bank.

(12)

(13)

Major shareholders and

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

10.70％

shareholding ratio

Japan Trustee Service Bank, Ltd. (Trust Account)

6.57％（as of 31 March 2019）

JP Morgan Chase Bank, N.A. 380055

6.23％

Yamato Group Employee Shareholding Association

4.76％

Yamato Holdings Co., Ltd.

4.15％

Nippon Life Insurance Company

3.59％

Meiji Yasuda Life Insurance Company

3.48％

Mizuho Bank, Ltd.

2.49％

SSBTC client omnibus account

2.29％

Yamato Group Business Partner Shareholding Association

1.99％

Relationship between

Capital Ties

There are no notable capital ties.

Companies

Personal Ties

There are no notable personal ties

Business Ties

The Company outsource transportation to Yamato
Transport, a subsidiary of Yamato HD, and areworking together with Yamato Transport on the"VegeNeco project”.

Related Parties

Neither Yamato HD nor any of its affiliates oraffiliated companies is a related party of theCompany4

(14)Results of operations and financial conditions for the past 3 years (JPY millions)
Accounting Period

FY 03/17

FY 03/18

FY 03/19

Consolidated net assets

545,559

557,586

573,388

Consolidated total assets

1,114,672

1,114,870

1,123,659

Consolidated net assets per share (yen)1,367.51

1,395.74

1,435.15

Consolidated operating revenue

1,466,852

1,538,813

1,625,315

Consolidated operating income

34,88535,68558,345

Consolidated Net Income Attributable to18,053

18,231

25,682

Consolidated Net Income per Share (yen)

45.37

46.24

65.14

Dividend per Share (JPY)

27.00

27.00

28.00

the Company

2.

A-FIVE(1)

Name

Agriculture, Forestry and Fisheries Fund corporation for Innovation,
Value-Chain and Expansion(2)

Location (Head Office)5th Floor, PMO Hanzomon, 2-1 Kojimachi, Chiyoda-ku, Tokyo(3)

Name & Title of

Mitsumasu yasuhiro

Representative(4)

Business Description

Investment, etc. in Supported Business Operators and Supported BusinessRestructuring, etc.

(5)

CapitalJPY 17,551 million (As of Mar 31, 2018)(6)

Date of Establishment

Jan 23, 2013(7)

Shares Outstanding

638,040 shares (as of Mar 31, 2018)(8)

End of Accounting Year

March

(9)

Number of employees

35 (as of Mar 31, 2018)(10)

Main Customers

－

(11)

Main Bank－(12)

Major shareholders andshareholding ratio

Minister of Finance94.04％（as of 31 March 2018）(13)

Relationship between

Capital Ties

There are no notable capital ties.

Companies

Personal Ties

There are no notable personal ties.

Business Ties

There are no notable business ties.
Neither A-FIVE nor any of its affiliates or affiliatedRelated Parties(14)

companies is a related party of the Company.

Results of operations and financial conditions for the past 3 years (JPY millions)
Accounting Period

FY 03/16

FY 03/17

FY 03/18

Net assets

28,78527,35425,533

Total assets

28,88927,50425,704

net assets per share (JPY)45,25742,87340,018

119

215

400

Operating income△1,158△1,540△1,816

Ordinary income△1,161△1,527△1,803

Consolidated Net Income Attributable to△1,165△1,530△1,821△1,832△2,401△2,855

0.00

0.00

0.00

Net sales

the Company
Consolidated Net Income per Share (JPY)Dividend per Share (JPY)5

（Note）Through Nikkei Telecon and Tokyo Shoko Research, the Company investigated the fact that Yamato HD is not
an individual, juridical person or other organization (hereinafter Specified Organization, Etc.) who intends toenjoy economic benefits by using violence or power, or by committing fraud or other criminal acts, and that thedestination of the allocation is not related to any specified organization, etc. Yamato HD is a listed company on
the Tokyo Stock Exchange, and the Company confirmed the "Basic Approach to Eliminating Anti-Social Forces
and Development Status" in the "Items Related to the Corporate Governance Report IV Internal Control System,etc." filed by Yamato HD with the Tokyo Stock Exchange on April 1, 2019, and concluded that Yamato HD is
not a Specified Organization, Etc.
Similarly, the Company conducted a survey of A-FIVE through Nikkei Telecon Co., Ltd. and Tokyo Shoko
Research, Ltd. and submitted a written confirmation to the Tokyo Stock Exchange in light of the fact that theCompany was a joint-venture company established by the public and private sectors under the Agriculture,
Forestry and Fisheries Development Corporation Assistance Corporation Law and that the major shareholder is
the Government of Japan, and that the scheduled allottee has no relationship with the specific organizations, etc.
and has submitted a written confirmation to the Tokyo Stock Exchange.
(2) Reasons for selecting the proposed allottee
In 2017, the Company and Yamato Transport, a subsidiary of Yamato HD, launched the "VegeNeco project” to build anopen platform that offers 1-stop, efficient delivery of Producers from ordering to delivery to customers.
As a result of repeated discussions between the Company and Yamato HD regarding the development of a network forthe entire food distribution chain in the future, we determined that promoting comprehensive mutual cooperation, including
capital alliances, would contribute to the enhancement of our corporate value in the future. Therefore we have selected
Yamato HD as the proposed allottee.
With regard to A-FIVE, The policy of investment and growth support to agroforestry and fishery businesses for further
development of agroforestry and fisheries aimed by A-FIVE is close to our business philosophy
In addition, the Company will launch “Craft Market” on June 27 at our sales site, which gathers ingredients from smallscale producers, manufacturers and start-up companies with unique technologies and manufacturing methods. theCompany is gouing to sell the products of businesses in which A-FIVE invests and supports growth, such as Tsuno Wine
Co., Ltd., which has received high praise worldwide, at this new section.
Under these circumstances, as a result of repeated discussions between the Company and A-FIVE regarding establishinga capital alliance and promoting comprehensive mutual cooperation in the agricultural business support and food
distribution supply chain would contribute to the improvement of the future corporate value of the Company. Therefore wehave selected A-FIVE as the proposed allottee.
(3) Shareholding policies of the planned purchaser of the allocated shares
The Company have confirmed orally and in writing that the shares to be acquired through the Third-Party Allotment areheld from a long-term strategic perspective and are not for short-term trading purposes from the planned allottee
Regarding Yamato HD, according to the its policy relating to strategic shareholdings described in the Corporate
Governance Report submitted by the planned subscriber of the share allotment, the planned subscriber of the shareallotment intends to maintain a level of stock deemed necessary from the perspective of increasing corporate value and in
overall consideration of strengthening ties and advancing cooperation with partners in various industries, and that as regards
its strategic shareholdings’ voting rights, it will exercise them appropriately as a shareholder from the perspective ofsustainable growth and increased corporate value of the company in which they have invested.
We plan to acquire a firm commitment from each scheduled allottee that, in the event of the transfer of all or part of suchshares within 2 years from the payment date, we will promptly report the contents thereof in writing to us, that we willreport the contents of the report to the Tokyo Stock Exchange, and that the contents of the report will be made available forpublic inspection.

6

(4) Confirmation of the presence of the assets needed for payment by the planned subscriber of the allocated sharesWith regard to the funds required for the payment of new shares issued by the Third-Party Allotment, the Company has
grasped the status of total assets and net assets based on the latest financial statements of the parties scheduled for bothallotments, and has held hearings with the parties scheduled for allotment as to the means of funding procurement, holding
status, future prospects, and certainty of the funds. The Company has determined that there is no problem as the status offunds required for the payment.
7. Major Shareholders and Percentages of Shares Held Post the Third-Party Allotment
Before (as of 31 March 2019)

After

Kohey Takashima

15.34％

Kohey Takashima

15.08%

Lawson, Inc.

8.06％

Lawson, Inc.

7.92%

Recruit Holdings Co., Ltd.

7.88％

Recruit Holdings Co., Ltd.

7.75%

BNYM Treaty DTT 10 (Stardard Proxy:

4.52％

BNYM Treaty DTT 10 (Stardard Proxy:

4.44%

The Bank of TokyoMitsubishi UFJ, Ltd.)The Master Trust Bank of Japan, Ltd.

The Bank of TokyoMitsubishi UFJ, Ltd.)
3.57％

The Master Trust Bank of Japan, Ltd.

(Trust Account)）

3.52%(Trust Account)

Japan Trustee Services Bank, Ltd. (Trust

3.47％

Japan Trustee Services Bank, Ltd. (Trust

Account)

3.41%

Account)

Kazuyoshi Fujita

3.07％

Kazuyoshi Fujita

3.02%

NTT DOCOMO, Inc.

2.97％

NTT DOCOMO, Inc.

2.93%

Yusuke Tsutsumi

2.14％

Yusuke Tsutsumi

2.11%

Daisuke Gomi

2.08％

Daisuke Gomi

2.05%

8. Future Prospects
We believe this basic agreement and the Third-Party Allotment will contribute to the medium to long-term growth of theCompany’s corporate value and greater value for our shareholders, and that its effect on FY 03/2020 consolidated results
will be slight.
9. Procedures under the Corporate Code of Conduct
Since the Third-Party Allotment (i) involves dilution of less than 25% and (ii) does not involve a change in controllingshareholders, said allotment does not require an opinion from an independent third-party or procedures to confirm theintentions of shareholders under Article 432 of the Tokyo Stock Exchange’s listing regulations.
10．Business Performance over the Three Most Recent Years and Status of Equity Finance(1)Business performance over the three most recent years (consolidated)Accounting perio
Consolidated Sales

FY03/17(JPY millions)

FY03/18

FY03/19

23,01639,98764,026

Consolidated Operating Profit

752

891

2,312

Consolidated Recurring Profit

778

937

2,301

Net Income Attributable to Owners of

515

237

2,387

21.87

7.39

71.38

0.00

0.00

0.00

288.10303.58371.30the Parent
Consolidated Net Income per Share(JPY)
Dividends per Share (JPY)
Consolidated Net Assets per Share
(JPY)

7

(2) Current number of shares issued and outstanding and dilutive number of shares (as of 31 March, 2019)
SharesPercentage of shares issued andoutstanding

Shares issued and outstanding

33,595,156 shares

100.0％

327,056 shares

1.0％

－

－

－

－

Dilutive shares at current conversion
price (exercise price)
Dilutive shares at minimum
conversion price (exercise price)
Dilutive shares at maximum
conversion price (exercise price)(3) Recent share prices
1.

Most recent three year period
FY03/17

FY03/18

FY03/19

Opening

456

587.5

866

High

670

1,050

2,497

Low

446

515

752

Closing

584

864

1,679

2.

Most recent six month period
2019

2019

2019

2019

2019

2019

January

February

March

April

May

June

Opening

1,791

1,655

1,882

1,689

1,640

1,396

High

2,140

1,997

1,969

1,779

1,662

1,561

Low

1,621

1,575

1,590

1,591

1,118

1,350

Closing

1,661

1,887

1,679

1,648

1,420

1,410

（Note）June 2019 is up to June 25, 20193.

Share price on trading day immediately preceding the date of decision on issue
25 June 2019

Opening

1,386

High

1,424

Low

1,378

Closing

1,410

8

(4) Conditions of equity finance over the three most recent years
・Third-Party Allotment
Payment Date

28 February 2018

Aggregate Funding AmountJPY 630,000,000

Issue Price

JPY 2,520 per Share

Number of shares outstanding at the time of subscription

8,013,289 shares

Number of New Shares to be Issued

250,000 shares

Number of shares outstanding after the offering

8,263,289 shares

Subscriber of Allocated Shares

NTT DOCOMO, Inc.

Initial use of funds at the time of issuanceIn the e-commerce business centered on meal kits incollaboration with NTT DOCOMO.
(1) Cost of backbone system development(2) Cost of manufacturing plant construction(3) Cost of manufacturing equipment acquisition

Planned Timing of Disbursement

From April 2018 to March 2019

Current status of appropriation

Fully appropriated11．Overview of Offering(1)

Number of New Shares Issued

586,000shares of common stock(2)

Issue Price

JPY 1,365 per share(3)

Aggregate Funding AmountJPY 799,890,000(4)Amount Credited to Equity

JPY 683 per share(5)

Total Amount Credited toEquityJPY 399,945,000(6)Method of Offering

Third-Party Allotment(7)

Deadline for Application

26 June 2019(8)

Payment Date

17 July 2019

Planned(9)purchasershares to be allotted(10)of theallotted shares & number of

Other(1)Yamato HD：219,700 shares(2)A-FIVE：366,300 shares
Above items conditional on the Securities Notice taking
effect pursuant to the Financial Instruments and Exchange Act.
End

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