September 17, 2020
Company name
Representative

Nitta Gelatin Inc.
Koichi Ogata,
Representative Director and President(Stock code: 4977; First Section of Tokyo Stock Exchange)
Norifumi Nagaoka,Contact
Director and Executive Officer
General Manager of General Management Division
Phone Number+81-72-949-5381

Notice Concerning Board of Directors Resolution regarding the Company Split(Simplified Absorption-Type Split) of the Adhesive Business (Manufacturing)with Bostik-Nitta Co., Ltd.
Nitta Gelatin Inc. (hereinafter “Nitta Gelatin”) hereby announces that its board of directors passed aresolution on September 17, 2020 for having its Adhesive Business (manufacturing) (hereinafter“the Business”) succeeded by Bostik-Nitta Co., Ltd. (hereinafter “Bostik-Nitta”), a joint venturebetween Nitta Gelatin and Arkema Asie SAS (hereinafter “Arkema”) and Bostik, Inc. (hereinafter“Bostik”), by way of a company split (simplified absorption-type split) (hereinafter “the CompanySplit”) with the effective date of November 1, 2020.

1. Objective of the Company Split
As announced in the news release titled “Notice Concerning Board of Directors Resolution
regarding the Company Split (Simplified Absorption-Type Split) of the Adhesive Business(Excepting Manufacturing) with Bostik Nitta Co., Ltd.” dated May 17, 2018 (hereinafter “the May17, 2018 news release”), Nitta Gelatin set out to have its adhesive business succeeded byBostik-Nitta in order to expand this business further. As the first step, Nitta Gelatin had Bostik-Nitta
succeed to its adhesive business (excepting manufacturing) on August 1, 2018 by way of a company
split (simplified absorption-type split).
Subsequently, Bostik-Nitta completed the construction of a new plant for the adhesive businesson a land property sold to it by Nitta Gelatin. Bostik-Nitta will start operations at the new plant in
September 2020. Accordingly,

as announced in the May 17, 2018 news release, Nitta Gelatin andBostik-Nitta have agreed, as the second step, for employees who are mainly engaged in
manufacturing and the assets and liabilities relating to the manufacturing, and contractual status,
rights and obligations within the adhesive business, to be transferred to Bostik-Nitta by way of acompany split between Nitta Gelatin and Bostik-Nitta, with the aim of having Bostik-Nitta succeed
to the adhesive business of Nitta Gelatin.

12. Outline of the Company Split(1) Schedule
Board resolution to approve the Company Split Agreement (Nitta Gelatin) September 17, 2020
Board resolution to approve the Company Split Agreement (Bostik-Nitta) September 17, 2020
Execution of the Company Split Agreement
September 17, 2020
Extraordinary general meeting of shareholders (Bostik-Nitta)
September 23, 2020 (tentative)
Planned date of the Company Split (effective date)November 1, 2020 (tentative)
For Nitta Gelatin, which is the splitting company, the Company Split satisfies the requirements
for a simplified absorption-type split stipulated in Article 784, paragraph 2 of the Companies Act.
Therefore, Nitta Gelatin plans to proceed with the Company Split without obtaining the approvalof its general meeting of shareholders.
(2) Method of the Company Split
An absorption-type split with Nitta Gelatin as the splitting company and Bostik-Nitta as thesucceeding company.
(3) Details of allotments related to the Company Split
Upon the Company Split, Nitta Gelatin is scheduled to receive cash consideration of JPY 576
million. This consideration corresponds to the total amount of the current assets and noncurrent
assets of the Business, less the total amount of employees’ liabilities, to be transferred from Nitta
Gelatin to Bostik-Nitta through the Company Split.
Note: The above amount is an estimate based on the book values as of March 31, 2020 of theapplicable assets and liabilities, which could fluctuate up to the effective date. The final
amount of consideration may be adjusted to reflect any increases or decreases in the valuesof the applicable assets and liabilities up to the effective date.
(4) Treatment of the “subscription rights to shares” and the “bonds with subscription rights
to shares” in connection with the Company Split
There will be no change in the subscription rights to shares issued by Nitta Gelatin, and Nitta
Gelatin does not issue any bonds with subscription rights to shares.
(5) Increase or decrease in capital as a result of the Company Split
There will be no increase or decrease in the capital of Nitta Gelatin.
(6) Rights and obligations to be succeeded by the succeeding company
The succeeding company will succeed to the assets, liabilities, and contracts held by the Business,and the rights and obligations attached thereto, that are defined in the Company Split Agreement.
2(7) Prospect of the fulfillment of obligations
Nitta Gelatin has determined that Bostik-Nitta will have no problems with the fulfillment of its
obligations after the Company Split.

3. Basis for the allotment and other matters concerning the Company Split(1) Basis and reason for the allotment
The consideration for the Business described in 2. (3) above corresponds to the current assets andnoncurrent assets of the Business that will be succeeded and the employees’ liabilities that will besucceeded. For this reason, Nitta Gelatin did not obtain a valuation report from a third party
financial advisor. Taking into consideration the status of assets and other aspects of the Businesscomprehensively, Nitta Gelatin held discussions with Bostik-Nitta on matters such as the assetsthat will be succeeded. Ultimately, Nitta Gelatin concluded and agreed that the amount ofconsideration described in 2. (3) above would be appropriate.
As stated at the beginning of this news release, Bostik-Nitta is a joint venture between Nitta
elatin and Arkema and Bostik. Nitta Gelatin selected cash as consideration for the Business. Thismethod will allow Nitta Gelatin to obtain appropriate consideration through the Company Split
without changing the ownership ratios of the other joint venture partners.
(2) Matters concerning the calculation
Not applicable.
(3) Prospects and reasons for delisting
Not applicable.

34. Outline of the Parties involved in the Company Split(1)(2)

Corporate nameHead office address(3)

Representative

Splitting Company(As of March 31, 2020)
Nitta Gelatin Inc.
4-26, Sakuragawa 4-chome, Naniwa-ku,Osaka

Succeeding Company(As of December 31, 2019)
Bostik-Nitta Co., Ltd.
4-26, Sakuragawa 4-chome,Naniwa-ku, Osaka (relocated to 22,Futamata 2-chome, Yao, Osaka on
April 1, 2020)
President & Representative Director
Motoki Ono
1. 1. Sales of adhesive products

President & Representative Director
Koichi Ogata
1. Production and sales of edible,(4) Businesses
pharmaceutical and photographic gelatin
2. Production and sales of collagen peptide
3. Production and sales of collagen forcosmetics, biomaterials and biochemicalproducts
4. Production and sales of edible gelling
agents, stabilizers and other foodmaterials
5. Production and sales of adhesives forpackaging, bookbinding, building
materials and hygiene products(5) Capital
JPY 3,144,929,440
JPY 18,100,000(6) Date incorporated
February 10, 1945
April 20, 1982
(7) No. of shares issued
118,373,974 shares
45,435 shares(8) Fiscal year-end
March 31
December 31(9) No. of employees
Stand-alone: 263
Stand-alone: 69
Consolidated: 1,023(10) Key business partners
Meiji Co., Ltd., Suntory MONOZUKURIKao Corporation, Daio Paper
Expert Ltd.
Corporation(11) Main banks
Sumitomo Mitsui Banking Corp.
Sumitomo Mitsui Banking Corp.
(12) Major shareholders andIBP Co.
19.05% Arkema Asie SAS
41.18%
shareholding ratio
Master Trust Bank of Japan (Trust a/c)
Bostik,Inc.
38.82%
4.96% Nitta Gelatin Inc.
20.00%
Nitta Corporation
4.57%
Sumitomo Mitsui Banking Corp. 3.43%
MUFJ Bank, Ltd.
3.38%
(13) Relationships between the Parties
Capital relationship
As of today, Nitta Gelatin holds 20.00% (9,087 shares) of the total shares issued byBostik-Nitta.
Personnel relationshipOne executive officer of Nitta Gelatin concurrently serves as a director of
Bostik-Nitta.
Trading relationship
Bostik-Nitta also sells adhesive products manufactured by Nitta Gelatin.
Status as a related party
Bostik-Nitta is a related party given that it is an equity-method affiliate of Nitta
Gelatin.
(14) Operational results and financial condition for the last three (3) years (Millions of yen)
Nitta Gelatin Inc. (consolidated)
Bostik-Nitta Co., Ltd. (stand-alone)
Fiscal year ended
3/20183/20193/2012
12/2017
12/2018
12/2019Consolidated net assets
17,45917,70817,461
1,069
3,547
3,817
Consolidated total assets
37,81537,71533,551
2,146
9,442
9,694
Consolidated net assets per share (yen)836.90862.29852.7140,00478,07084,024
Consolidated net sales
37,77736,46434,543
5,171
5,452
6,907
Consolidated operating income
1,094
898
1,690
529
311
427
Consolidated ordinary income
978
828
1,798
570
299
400
Net income attributable to owners of the(599)
989
(694)
379
192
270
parentConsolidated net income per share (yen)(32.61)53.85(37.79)
14,191
4,247
5,954
Dividend per share (yen)
12.00
16.00
12.00
14,218-45. Outline of the business unit to be split or succeeded(1) Business
Manufacturing of adhesives(2) Operational performance
The net sales of the Business were as follows:
Fiscal year ended March 31, 2020 (FY3/2020): JPY 2,903 million(3) Major components and book values of the assets and liabilities to be split or succeeded
Current assets：JPY 685 million,

Noncurrent assets：JPY 1 million,Current liabilities：JPY 16 million,

Noncurrent liabilities：JPY 94 million

Note: The amounts listed above are estimates based on the book values as of March 31, 2020 of
the applicable assets and liabilities, which could fluctuate up to the effective date. The
actual amounts of the assets and liabilities to be split or succeeded may vary from theamounts listed above.

6. Status after the Company Split
There will be no change in the name, address, name and title of the representative, businesses,
capital or fiscal year-end of Nitta Gelatin and Bostik-Nitta in connection with the Company Split.
The amounts of net assets and total assets of Nitta Gelatin after the Company Split have yet to bedetermined.

7. Future outlook
The impact of the Company Split on financial results for the fiscal year ending March 31, 2021 hasalready been factored into the consolidated financial forecasts announced on June 24, 2020. There
have been no revisions to the financial forecasts in connection with the Company Split.

(For reference) Full-Year Consolidated Financial Forecasts (announced on June 24, 2020) andPrevious Full-Year Consolidated Financial Results (Millions of Yen)

Full-Year Financial Forecasts(FY3/2021)
Previous Full-Year Financial
Results (FY3/2020)

Consolidated
net sales

Consolidated
operating income

Consolidated
ordinary income

Net income
attributable toowners of the parent

31,500

1,300

1,200

800

34,543

1,690

1,798(694)5