ホシザキ（6465） – Notice Concerning share and quota acquisition by the subsidiary

To whom it may concern, January 18, 2022 Company name: HOSHIZAKI CORPORATION Representative: Yasuhiro Kobayashi, Representative Director, President & COO Nagoya Stock Exchange) Inquiries: Tadashi Mizutani, Director (Tel: 0562-96-1320) (Securities code: 6465; First Section of the Tokyo Stock Exchange and Notice Concerning share and quota acquisition by the subsidiary HOSHIZAKI CORPORATION (hereafter referred to as Hoshizaki) announces that on January 18, 2022, according to Article 370 of the Companies Act and Article 26 of the Articles of Incorporation, it has passed a resolution in writing to make Brema Group S.p.A., an Italian manufacturer of commercial icemakers (hereafter referred to as Brema), a wholly-owned subsidiary by acquiring all the shares of Brema and all the quotas of Finimma S.r.l. (hereafter referred to as Finimma) through Hoshizaki Europe Holdings B.V., a subsidiary wholly owned by Hoshizaki. The details are as follows: １．Purpose of acquiring the shares and the quotas Further details: Hoshizaki aims at the Global No.1 in the business of the commercial food service equipment, making an investment proactively in overseas business to expand its core business and develop new business in the market; especially, business expansion of the commercial icemakers is set as one of key strategies to achieve the goal. Brema, an Italy based manufacturer of commercial icemakers, has a good reputation for its wide range of the products that are well recognized in the market as value price. Brema is also widely known outside Italy in such as Southern and Eastern Europe and the Middle East through its local sales networks including the aggressive supply business of icemakers to other food service equipment manufacturers. In Europe and the Middle East, Hoshizaki has been focusing its business of commercial icemakers mainly in major large markets such as U.K., France, Germany and Scandinavian countries. Developing the business in the area of Southern and Eastern Europe and the Middle East is one of the challenges. Hoshizaki will accelerate the expansion of the business of commercial icemakers for the pursuit of the 1 No.1 market share in the regions, making a full use of advantages of Brema’s manufacturing base and sales networks. Simultaneously with the acquisition of Brema’s shares, Hoshizaki also purchases all the quotas of Finimma, a wholly-owning parent company of Imma Immobiliare S.p.A. (hereafter referred to as Imma) who owns the manufacturing premises of Brema, and makes Finimma a wholly-owned subsidiary. ２．Overview of the subsidiary who acquires shares and quotas ① Company name Hoshizaki Europe Holdings B.V. ② Location Amsterdam, the Netherlands ③ Representative’s name Yosuke Matsunaga（Managing Director） and title ④ Description of business Holding Company ⑤ ⑥ Paid-in capital Established 63,000K EUR（approx. 8,379M JPY） November 3 2003 ⑦ Owners and controlling HOSHIZAKI CORPORATION 100.00％ shares ⑧ Net Assets ⑨ Total Assets 159,762K EUR（21,248M JPY）（As of end of December 2020） 159,811K EUR（21,254M JPY）（As of end of December 2020） ⑩ Relationship between Capital It is a subsidiary of Hoshizaki Hoshizaki and the relationship subsidiary Employment 2 of board members and 3 of employee of Hoshizaki relationship are also serve as board member of the subsidiary and an employee of Hoshizaki is also serve as Managing Director of the subsidiary. Commercial There is no commercial relationship between Relationship Hoshizaki and the subsidiary. ３．Overview of the companies whose shares and quotas are acquired Brema ① Company name Brema Group S.p.A. ② Location ③ Representative’s name and title Villa Cortese, Milan, Italy Alessandro Maroli (CEO) ④ Description of business Manufacturing and sales of commercial icemakers ⑤ ⑥ Paid-in capital Established 208 K EURO （approx. 27 M JPY） May 19 1985 ⑦ Owners and controlling Finice S.p.A. 100.0％ shares 2 ⑧ Relationship between Capital There is no capital relationship between Hoshizaki and Brema relationship Hoshizaki and Brema. No capital relationships exist between Hoshizaki’s stakeholders or affiliates and Brema’s stakeholders or affiliates. Employment There is no employment relationship relationship between Hoshizaki and Brema. No employment relationships exist between Hoshizaki’s stakeholders or affiliates and Brema’s stakeholders or affiliates. Commercial There is no commercial relationship relationship between Hoshizaki and Brema. No material commercial relationships exist between Hoshizaki’s stakeholders or affiliates and Brema’s stakeholders or affiliates. ⑨ Brema’s recent results of operations and financial condition (1 EUR = 133 JPY) Financial year ending Sep 2018 Dec 2019 Dec 2020 Net assets 33,779 K EUR 41,892 K EUR 49,503 K EUR (4,492 M JPY) (5,571 M JPY) (6,583 M JPY) Total assets 42,470 K EUR 52,188 K EUR 63,949 K EUR (5,648 M JPY) (6,941 M JPY) (8,505 M JPY) Sales 60,235 K EUR 65,981 K EUR 41,888 K EUR (8,011 M JPY) (8,775 M JPY) (5,571 M JPY) Operating income 10,514 K EUR 11,113 K EUR 7,267 K EUR (1,398 M JPY) (1,478 M JPY) (966 M JPY) 7,323 K EUR 8,113 K EUR 7,611 K EUR (973 M JPY) (1,079 M JPY) (1,012 M JPY) ― (―) ― (―) ― (―) Note）Brema changed the fiscal year-end: the financial year ending in Sep 2018 was from Sep 1st, 2017 through Sep 30th, 2018, and the financial year ending in Dec 2019 was from Oct 1st, 2018 through Dec Net income Dividends 31th, 2019. Finimma ① ② ③ Company name Location Representative’s name and title Finimma S.r.l. Villa Cortese, Milan, Italy Alessandro Maroli (Director) ④ Description of business Holding company 3 (a wholly-owning parent company of Imma(*)) ⑤ ⑥ Paid-in capital Established ⑦ Owners and 12 K EUR （approx. 1.6 M JPY） December 20 2019 Alessandro Maroli 55.56％ controlling shares Franca Marinoni 44.44％ ⑧ Relationship between Capital There is no capital relationship between Hoshizaki and Finimma relationship Hoshizaki and Finimma. No capital relationships exist between Hoshizaki’s stakeholders or affiliates and Finimma’s stakeholders or affiliates. Employment There is no employment relationship relationship between Hoshizaki and Finimma. No employment relationships exist between Hoshizaki’s stakeholders or affiliates and Finimma’s stakeholders or affiliates. Commercial There is no commercial relationship relationship between Hoshizaki and Finimma. No material commercial relationships exist between Hoshizaki’s stakeholders or affiliates and Finimma’s stakeholders or affiliates. Dec 2019 9,436 K EUR (1,255 M JPY) 9,437 K EUR (1,255 M JPY) ― (―) ▲0 K EUR (▲0 M JPY) 230 K EUR (30 M JPY) ― (―) Dec 2020 9,640 K EUR (1,282 M JPY) 9,658 K EUR (1,284 M JPY) 0 K EUR (0 M JPY) ▲32 K EUR (▲4 M JPY) 203 K EUR (27 M JPY) ― (―) ⑨ Finimma’s recent results of operations and financial condition (1 EUR = 133 JPY) Financial year ending Net assets Total assets Sales Operating income Net income Dividends (*) Imma ① ② Company name Location Imma Immobiliare S.p.A. Villa Cortese, Milan, Italy 4 ③ Representative’s Franca Marinoni (Director) name and title ④ Description of business Business assets management company (for Brema’s factory premises) 150 K EUR （approx. 19.9 M JPY） July 15 2003 Finimma S.r.l. 100.00％ ⑧ Relationship Capital There is no capital relationship between between Hoshizaki relationship Hoshizaki and Imma. No capital ⑤ ⑥ Paid-in capital Established ⑦ Owners and controlling shares and Imma relationships exist between Hoshizaki’s stakeholders or affiliates and Imma’s stakeholders or affiliates. Employment There is no employment relationship relationship between Hoshizaki and Imma. No employment relationships exist between Hoshizaki’s stakeholders or affiliates and Imma’s stakeholders or affiliates. Commercial There is no commercial relationship relationship between Hoshizaki and Imma. No material commercial relationships exist between Hoshizaki’s stakeholders or affiliates and Imma’s stakeholders or affiliates. ⑨ Imma’s recent results of operations and financial condition (1 EUR = 133 JPY) Financial year ending Sep 2018 Dec 2019 Dec 2020 Net assets 8,074 K EUR 8,305 K EUR 8,541 K EUR (1,073 M JPY) (1,104 M JPY) (1.136 M JPY) Total assets 14,167 K EUR 13,619 K EUR 13,734 K EUR (1,884 M JPY) (1,811 M JPY) (1,826 M JPY) Sales 1,176 K EUR 1,377 K EUR 1,083 K EUR Operating income Net income Dividends (156 M JPY) (183 M JPY) (144 M JPY) 351 K EUR (46 M JPY) 226 K EUR (30 M JPY) ― (―) 390 K EUR 334 K EUR (51 M JPY) (44 M JPY) 231 K EUR 236 K EUR (30 M JPY) (31 M JPY) ― (―) ― (―) Note）Imma changed the fiscal year-end: the financial year ending in Sep 2018 was from Sep 1st, 2017 through Sep 30th, 2018, and the financial year ending in Dec 2019 was from Oct 1st, 2018 through Dec 31 st, 2019. 5 ４．Overview of the participating shareholders and quota holders Brema ① Company name Finice S.p.A. ② Location Milan, Italy ③ Representative’s Alessandro Maroli (Managing Director) ④ Description of business Shareholders’ assets management company name and title ⑤ ⑥ ⑦ Paid-in capital Established Shareholders 571 K EUR May 27 2004 Alessandro Maroli 50％ Franca Marinoni 40％ Treasury stock 10% ⑧ Relationship There are no capital, employment or commercial relationships between Hoshizaki between Hoshizaki and Finice. Finice does not have any and Finice major capital, employment or commercial relationship with Hoshizaki’s stakeholders or affiliates. Alessandro Maroli Franca Marinoni Milan, Italy There are no capital, employment or commercial relationships between Hoshizaki between Hoshizaki and the individuals. They do not have any and these individuals major capital, employment or commercial relationship with Hoshizaki’s stakeholders or affiliates. ５．Overview of the number of acquiring shares and quotas, and the position of shareholdings before and Finimma ① Name ② Location ③ Relationship after transaction Brema ① Number of shares held before Nil (Shareholding ratios 0.0%) transaction ② Number of shares acquired 400,000 shares ③ Number of shares 400,000 shares (Shareholding ratios 100.0%) held after transaction Finimma ① Number of quotas held before Nil (Proportion of quota 0.0%) transaction 6 ④ Number of quotas acquired 3 quotas ⑤ Number of quotas 3 quotas (Proportion of quota 100.0%) held after transaction Note) The transaction conditions of the acquisition are negotiated and determined based on the valuation provided by Financial Advisor. However, they will be treated as confidential pursuant to the acquisition agreements that reflect a firm request for non-disclosure from Mr. Maroli and Mrs. Marinoni who are shareholders of Finice and quota holders of Finimma. ６．Schedule immaterial. （１） Date of Agreements: January 18, 2022 （２） Expected Acquisition of shares and quotas: Early-May, 2022 ７．Effect on financial performance The impact on the consolidated results and consolidated fiscal conditions for the current fiscal year is End of document 7