April 25, 2014

Company name: Nitta Gelatin Inc.
Representative: Norimichi Soga, Representative Director and President(Stock code: 4977; First Section of Tokyo Stock Exchange)
Contact: Tsuneo Sasaki, Director and Senior Managing Executive Officer,
General Manager of General Administration Division
Tel: +81-72-949-5381

Notice Regarding Introduction of Stock Compensation-type Stock Options
Nitta Gelatin Inc. has announced that at a Board of Directors’ meeting held on April 25, 2014, theCompany has passed a resolution to submit a proposal regarding the introduction of stockcompensation-type stock options for the Company’s directors (excluding outside directors) at the 75th
Ordinary General Meeting of Shareholders scheduled for June 26, 2014.
1. Introduction of Stock Compensation-Type Stock Options
The Company has decided to allot stock compensation-type stock options to the Company’s
directors (excluding outside directors), in which shares may be granted upon the exercise of stockacquisition rights for an exercise price per share of one (1) yen. The purpose of these stock options
is to provide additional incentive for directors to contribute to raising the share price and enhancing
corporate value, and to vigorously push ahead to achieve the goals of medium-term management
plans. This will be accomplished by aligning the interests of directors and shareholders by having
the directors share the benefits of an increase in the stock price as well as the risk of a decrease in
the stock price.
2. Details of Stock Compensation-Type Stock Options
The amount of remuneration, etc. for the Company’s directors was approved at the 66th Ordinary
General Meeting of Shareholders held on June 28, 2005, with the amount of remuneration for
directors not to exceed 200 million yen per fiscal year (excluding employee remuneration fordirectors concurrently serving as employees). These remuneration amounts, etc., have remained inforce to this day. Separately from the abovementioned remuneration amounts, the Company
proposes to grant stock acquisition rights as stock compensation-type stock options to theCompany’s directors (excluding outside directors) in cases where a certain business performancethreshold is attained, according to business results, with such remuneration not to exceed 100
million yen per fiscal year. This is to more strongly link directors’ remuneration with a stock pricereflecting the Company’s corporate value.
The specific details of the stock acquisition rights to be granted as stock compensation-type stock
options to the Company’s directors (excluding outside directors) are as follows.
(1) Class and number of shares underlying the stock acquisition rights
The class of shares underlying the stock acquisition rights shall be the Company’s common stock.
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The maximum number of shares that may be granted due to the exercise of stock acquisition rights
on any day within one year of the day of the Ordinary General Meeting of Shareholders for eachfiscal year shall be 200,000.
The number of shares underlying each stock acquisition right (hereinafter, “the number ofshares to be granted”) shall be 100 shares. However, in the event that the Company conducts astock split of its common stock (including the gratis allotment of common shares; hereinafter, thesame as the stipulations for a stock split) or a stock consolidation on or after the day of resolutionof this proposal (hereinafter, “the resolution date”), the Company shall adjust the number of shares
to be granted according to the formula below, and any fraction under one (1) share resulting fromsuch adjustment shall be rounded down.
Number of shares to be granted after adjustment =Number of shares to be granted before adjustment x Stock split or stock consolidation ratio
In addition to the foregoing, in the event that the Company conducts a merger or corporate split,
or in any other equivalent cases that require the adjustment of the number of shares to be grantedon or after the resolution date, the Company shall be able to adjust the number of shares to begranted with a scope deemed rational under the circumstances. Furthermore, in the event that theCompany changes the stock trading unit for its common stock on or after the resolution date(excluding cases involving a stock split or stock consolidation; hereinafter, the same as thestipulations for a change in the stock trading unit), the Company shall be able to rationally adjust
the number of shares to be granted according to the percentage change in the stock trading unit, forstock acquisition rights issued by resolution of the Board of Directors on or after the effective date
for the change in the stock trading unit.
(2) Total number of stock acquisition rights
The maximum number of stock acquisition rights to be allotted to the Company’s directors(excluding outside directors) on any day within one year of the day of the Ordinary General
Meeting of Shareholders for each fiscal year shall be 2,000 (100 shares of common stock per stockacquisition right) . However, in the event the number of shares to be granted is adjusted due to achange in the stock trading unit of the Company’s common stock, the Company shall be able torationally adjust the total number of stock acquisition rights according to the percentage change inthe stock trading unit.
(3) Amount to be paid in upon exercise of stock acquisition rights
The amount to be paid in per stock acquisition right shall be determined by the Board of Directors
based on the fair value of the stock acquisition rights computed using impartial calculation
methods such as the Black-Scholes model upon allocation of stock acquisition rights.
Directors allocated stock acquisition rights shall offset the amount to be paid in with monetarycompensation receivable from the Company, in lieu of payment.
(4) Total amount to be invested upon exercise of stock acquisition rights
The amount to be invested upon exercise of stock acquisition rights shall be the amount to be paidin per share, for each share that can be granted due to the exercise of stock acquisition rights,
which shall be one (1) yen, multiplied by the number of shares granted.

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(5) Exercise period of stock acquisition rights
The Company’s Board of Directors shall determine the exercise period within a period not toexceed 40 years from the allotment date.
(6) Limits on acquisition of stock acquisition rights via assignment
Approval of the Board of Directors of the Company shall be required for the acquisition of stockacquisition rights via assignment.
(7) Conditions for exercising stock acquisition rights
Conditions, including those enabling the recipients of stock acquisition rights allotments who havelost their position as a Director of the Company to exercise their stock acquisition rights from theday after the day they lose their position, shall be determined by the Company’s Board ofDirectors.
(Reference)
After the 75th Ordinary General Meeting of Shareholders is adjourned, the Company plans to pass aBoard of Directors resolution to allot the same aforementioned stock options (stock acquisitionrights) as stock compensation-type stock options to its executive officers.

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