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Review of Hain Celestial historical equity granting process
Feb '08
The Hain Celestial Group Inc a leading natural and organic food and personal care products company announced that a group of independent directors ("the Independent Directors") established to review the Company's past stock option practices has reported its findings to the Board of Directors.

The Company also announced that the Board of Directors had adopted each of the recommendations of these Independent Directors.

In connection with the completion of the review, the Company announced that it is restating its previously issued financial statements to correct errors related to accounting for stock-based compensation expense.

Restatement of Previously Issued Financial Statements:
In its Form 10-K for the fiscal year ended June 30, 2007 (the "2007 Form 10-K"), to be filed, the Company is restating its consolidated balance sheet as of June 30, 2006, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the fiscal years ended June 30, 2006 and 2005.

This restatement resulted from the findings of an investigation that was undertaken by the Independent Directors of the Company's historical stock option granting processes and related accounting. The 2007 Form 10-K also reflects the restatement of "Selected Financial Data" for the fiscal years ended June 30, 2006, 2005, 2004 and 2003.

Review of Historical Equity Granting Process:
On June 15, 2007, the Company announced that it had received an informal inquiry from the Securities and Exchange Commission (the "SEC") concerning the Company's stock option granting practices and related accounting and disclosures.

Shortly thereafter, the group of Independent Directors was established by Hain Celestial's Board of Directors to conduct an independent investigation relating to the Company's historical stock option practices.

With the assistance of independent legal counsel and experts retained by counsel, the Independent Directors conducted an extensive review of historical stock option practices, including all awards made by the Company since its initial public offering in November 1993 through May 6, 2005, the last date on which stock options were granted.

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