13D Filing: Engaged Capital and Hain Celestial Group Inc (HAIN)

By virtue of their respective positions with
Engaged Capital Co-Invest VI-B, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power
to vote and dispose of the Shares reported as beneficially owned by Engaged Capital Co-Invest VI-B.

By virtue of their respective positions with Engaged
Capital Co-Invest VI-C, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote
and dispose of the Shares reported as beneficially owned by Engaged Capital Co-Invest VI-C.

By virtue of their respective positions with the
Engaged Capital Account, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote
and dispose of the Shares held in the Engaged Capital Account.

(c) On February 28, 2018, Engaged Capital Co-Invest
VI-C purchased 1,407,543 Shares at a price of $34.8291 per Share. Other than as disclosed herein, there have been no transactions
in the Shares during the past sixty days by the Reporting Persons.

Item 6 is hereby amended to add the following:

On February 28, 2018, the Reporting Persons entered
into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements
on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement
is filed as Exhibit 99.1 and is incorporated herein by reference.