November 15, 2011
Company name: Nitta Gelatin Inc.
Representative: Norimichi Soga, Representative Director and President(Stock code: 4977)
Contact: Tsuneo Sasaki, Director and Managing Executive Officer,
General Manager of the General Affairs Division
Tel: +81-72-949-5381

Notice of Board of Directors Resolution Concerning Issuance of New Shares,
Disposal of Treasury Stock and Offer of Existing Shares
Nitta Gelatin Inc. today announced that at the Board of Directors meeting held
today, the Board of Directors approved a resolution concerning the issuance of
new shares, the disposal of treasury stock and the offer of existing shares in
conjunction with the listing of the Company’s shares on the Tokyo Stock
Exchange, with details as follows.
1. Issuance of New Shares for Public Subscription(1) Class and Number of Shares for Public Subscription
2,781,000 shares of Nitta Gelatin common stock(2) Amount to Be Paid In
Not determined. (To be determined at the Board of Directors meetingscheduled for December 2, 2011)(3) Matters Concerning the Amount of Increase in Capital and Capital Reserves
In conjunction with the issuance, capital shall be increased by half of the
maximum for increase in capital, as calculated in accordance with the provisionsof Article 14, Paragraph 1 of the Rules of Account Settlement of Corporations ofJapan, based on the underwriting price (the monetary amount to be paid in to theCompany by the Underwriters) scheduled to be determined on December 12,
2011. Any fraction less than one yen resulting from the calculation shall be
rounded up to the nearest one yen. The amount of increase in capital reserve shall1

be the amount calculated by subtracting the aforementioned increase in capitalfrom the maximum for increase in capital.
(4) Subscription Method
SMBC Nikko Securities Inc., Nomura Securities Co., Ltd., Mitsubishi UFJ
Morgan Stanley Securities Co., Ltd., Daiwa Securities Capital Markets Co., Ltd.,
Mizuho Investors Securities Co., Ltd., SMBC Friend Securities Co., Ltd., Toyo
Securities Co., Ltd., Okasan Securities Co., Ltd., and SBI SECURITIES Co., Ltd.
(collectively, the Underwriters) shall purchase all new shares Nitta Gelatin issues
and underwrite them for subscription to the public at subscription price.
This issuance of new shares for subscription to the public shall be canceled,however, in the event that the underwriting price, to be determined along with thesubscription price, falls below the amount to be paid in that the Underwriters
agree to beforehand with Nitta Gelatin.
(5) Subscription Price
Not determined. (After agreeing to an amount to be paid in to Nitta Gelatin, theunderwriters will survey demand for the new shares by presenting potential
subscribers with a range of provisional issuance terms, all priced higher than theamount to be paid in. The subscription price shall be determined on December 12,
2011, based on the results of this survey.
(6) Consideration for Underwriters
Nitta Gelatin shall pay no underwriting commission to the Underwriters. In lieu
of such commission, the gross amount of difference between the subscription
price at which the new shares are subscribed to the public and the underwriting
price shall constitute proceeds to the Underwriters.
(7) Subscription Period
From Tuesday, December 13, 2011 to Thursday, December 15, 2011(8) Due Date of Payment
Monday, December 19, 2011(9) Delivery Date of Shares
Tuesday, December 20, 20112

(10) Subscription Unit: 100 shares(11) The amount to be paid in and other matters concerning the issuance of newshares for public subscription that require the Board of Directors’ approval shallbe determined by the Board of Directors of Nitta Gelatin going forward. Allother matters necessary to the issuance of new shares for public subscription
shall be determined at the discretion of the Representative Director and Presidentof Nitta Gelatin.
(12) All the items above shall be subject to the effectiveness of registration under
the Financial Instruments and Exchange Act of Japan.
2. Disposal of Treasury Stock Through Public Subscription(1) Class and Number of Shares for Public Subscription
219,000 shares of Nitta Gelatin common stock(2) Amount to Be Paid In
Not Determined. (To be determined at a meeting of the Board of Directors
scheduled for December 2, 2011). The amount to be paid in shall be priced in thesame manner as under 1. Issuance of New Shares for Public Subscription.
(3) Subscription Method
SMBC Nikko Securities Inc., Nomura Securities Co., Ltd., Mitsubishi UFJ
Morgan Stanley Securities Co., Ltd., Daiwa Securities Capital Markets Co., Ltd.,
Mizuho Investors Securities Co., Ltd., SMBC Friend Securities Co., Ltd., Toyo
Securities Co., Ltd., Okasan Securities Co., Ltd., and SBI SECURITIES Co., Ltd.
(collectively, the Underwriters) shall purchase the treasury stock from Nitta
Gelatin and underwrite them for subscription to the public at the disposal price.
This disposal of treasury stock for subscription to the public shall be canceled,however, in the event that the underwriting price, to be determined along with thedisposal price, falls below the amount to be paid in that the Underwriters agree tobeforehand with Nitta Gelatin.
(4) Disposal Price
Not determined. (After agreeing to an amount to be paid in to Nitta Gelatin, theunderwriters will survey demand by presenting potential subscribers with a range3

of provisional issuance terms, all priced higher than the amount to be paid in.
The disposal price shall be determined on December 12, 2011, based on the
results of this survey.)
The treasury stock shall be disposed for subscription to the public at the same
price as the subscription price of the newly issued shares.
(5) Consideration for the Underwriters
Nitta Gelatin shall pay no underwriting commission to the Underwriters. In lieu
of such commission, the gross amount of difference between the disposal price atwhich the treasury stock are disposed to the public and the underwriting priceshall constitute proceeds to the Underwriters.
(6) Subscription Period
Same as the subscription period in item 1.
(7) Due Date of Payment
Same as the due date of payment in item 1.
(8) Delivery Date of Shares
Same as the delivery date of shares in item 1.
(9) Subscription Unit
Same as the subscription unit in item 1.
(10) The amount to be paid in and other matters concerning the disposal oftreasury stock for public subscription that require the Board of Directors’
approval shall be determined by the Board of Directors of Nitta Gelatin going
forward. All other matters necessary to the disposal of treasury stock for public
subscription shall be determined at the discretion of the Representative Director
and President of Nitta Gelatin.
(11) All the items above shall be subject to the effectiveness of registration under
the Financial Instruments and Exchange Act of Japan.

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3. Existing Shares Offered Through Purchase and Sale by the Underwriter(1) Class and Type of Existing Shares on Offer
628,000 shares of Nitta Gelatin common stock(2) Selling Stockholders and the Number of Existing Shares to be Offered
IBP Co., Ltd.
4-26, 4-chome Sakuragawa, Naniwa-ku, Osaka City
250,000 shares
Seiichi Nitta
Nara City, Nara Prefecture
200,000 shares
Daiwa Corporate Investment Co., Ltd.
9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo
62,000 shares
Iwaki LLC
1-17, Kitabatake 3-chome, Abeno-ku, Osaka City
50,000 shares
Mikiko Hayashi
Kamakura City, Kanagawa Prefecture
50,000 shares
SMBC Capital No.6 Venture Capital Investment Limited Partnership
13-12, Nihonbashi Kayaba-cho 1-chome, Chuo-ku, Tokyo
16,000 shares(3) Offer Price
Not determined. The existing shares shall be offered to the public at thesubscription price of the newly issued shares.
(4) Offering Method
SMBC Nikko Securities Inc. is the sole buyer of existing shares from sellingstockholders, underwritten for offer to the public at the subscription price.
5(5) Consideration for the Underwriter
Nitta Gelatin shall pay no underwriting commission to the Underwriters. In lieu
of such commission, the gross amount of difference between the subscription
price at which the existing shares are offered to the public and the underwriting
price shall constitute proceeds to the Underwriters. The underwriting price inoffering existing shares shall be the same as the underwriting price for the newly
issued shares.
(6) Subscription Period
Same as the subscription period in item 1.
(7) Delivery Date of Shares
Same as the delivery date in item 1.
(8) Subscription Unit
Same as the subscription unit in item 1.
(9) All other matters necessary to this offering of existing shares shall be
determined at the discretion of the Representative Director and President of Nitta
Gelatin.
(10) All of the foregoing items shall be subject to the effectiveness of registration
under the Financial Instruments and Exchange Act of Japan. Moreover, in theevent of the cancellation of the 1. Issuance of New Shares for Public
Subscription, as well as 2. Disposal of Treasury Stock Through Public
Subscription, this offering of existing shares shall also be canceled.
4. Existing Shares on Offer to Cover Over-allotments(1) Class and Number of Existing Shares on Offer
Up to 542,000 shares of Nitta Gelatin common stockThis number of shares will be the maximum number of existing shares on offer
to cover over-allotments. The number may decrease, or the existing shares onoffer to cover over-allotments may be canceled depending on the level ofdemand. The number of existing shares on offer to cover over-allotments shall be
determined on the pricing date of the offer, taking into account the level ofdemand.
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(2) Offer Underwriter
SMBC Nikko Securities Inc.
(3) Offer Price
Not determined. The offer price on existing shares shall be the same as thesubscription price of the new shares issued for subscription to the public.
(4) Offering Method
SMBC Nikko Securities Inc. will offer the existing shares of Nitta Gelatincommon stock that it borrows from IBP Co., Ltd., a shareholder of the Company(the Stock Lender), at the offer price (subscription price), taking into account thelevel of excess demand with respect to the issuance of new shares and disposal oftreasury stock for public subscription, and the existing shares offered throughpurchase and sale by the underwriter.
(5) Subscription Period
Same as the subscription period in item 1.
(6) Delivery Date of Shares
Same as the delivery date in item 1.
(7) Subscription Unit
Same as the subscription unit in item 1.
(8) All other matters necessary to this offering of existing shares shall be
determined at the discretion of the Representative Director and President of Nitta
Gelatin.
(9) All items above shall be subject to the effectiveness of registration under the
Financial Instruments and Exchange Act of Japan. In the event of thecancellation of 1. Issuance of New Shares for Public Subscription, as well as 2.
Disposal of Treasury Stock Through Public Subscription, this offering of existing
shares shall be canceled.

75. Issuance of New Shares for Third-Party Allotment(1) Class and Number of Shares for Issue
542,000 shares of Nitta Gelatin common stock(2) Amount to Be Paid In
Not determined. The amount to be paid in shall be priced in the same manner as
under 1. Issuance of New Shares for Public Subscription.
(3) Matters Concerning the Amount of Increase in Capital and Capital Reserves
In conjunction with the issuance of new shares for third-party allotment, capitalshall be increased by half of the maximum for increase in capital, as calculated inaccordance with the provisions of Article 14, Paragraph 1 of the Rules of
Account Settlement of Corporations of Japan, based on the allotment priceshown in item (4) below. Any fraction less than one yen resulting from thecalculation shall be rounded up to the nearest one yen. The amount of increase incapital reserve shall be the amount calculated by subtracting the aforementioned
increase in capital from the maximum for increase in capital.
(4) Allotment Price
Not determined. The allotment price shall be the same as the underwriting pricefor the 1. Issuance of New Shares for Public Subscription.
(5) Number of Shares and Recipient of the Allotment
SMBC Nikko Securities Inc.
542,000 shares
However, in the event that the allotment price falls short of the amount to be paidin, this issuance of new shares for third-party allotment shall be canceled.
(6) Subscription Period
Thursday, January 17, 2012
(7) Due Date of Payment
Wednesday, January 18, 2012(8) Subscription Unit
Same as the subscription unit in item 1.
8(9) The amount to be paid in and any other matters concerning the issuance of
new shares for third-party allotment that require the Board of Directors’ approvalshall be determined by the Board of Directors of Nitta Gelatin going forward. Allother matters necessary to the issuance of new shares for third-party allotment
shall be determined at the discretion of the Representative Director and Presidentof Nitta Gelatin.
(10) Shares SMBC Nikko Securities Inc. forfeits from subscribing on Thursday,
January 17, 2012 shall not be issued.
(11) In the event of the cancellation of the 4. Existing Shares on Offer to Cover
Over-allotments, the issuance of new shares for third-party allotment shall also
be canceled.

Reference
1. Outline of the Issuance of New Shares and Disposal of Treasury Stock for
Subscription to the Public, and Offer of Existing Shares(1) Number of Shares for Subscription and Offer to the Public
Number of Shares for Subscription to the Public
Nitta Gelatin common stock
3,000,000 shares(Of which, the number of Nitta Gelatin treasury stock disposed for public
offering is 219,000 shares)
Number of Existing Shares on Offer
Nitta Gelatin common stock
1) Existing Shares Offered Through Purchase and Sale by the Underwriter
628,000 shares
2) Existing Shares on Offer to Cover Over-allotments*
Up to 542,000 shares(2) Subscription Demand Survey Period
From Monday, December 5, 2011 to Friday, December 9, 20119

(3) Pricing Date
Monday, December 12, 2011 (The subscription price and offer price shall be
determined at a price at or above the amount to be paid in for shares subscribedto the public, taking into account among other considerations the level ofsurveyed demand, based on a range of provisional issuance terms.)(4) Subscription Period
From Tuesday, December 13, 2011 to Thursday, December 15, 2011(5) Due Date of Payment
Monday, December 19, 2011
(6) Delivery Date of Shares
Tuesday, December 20, 2011
* Existing Shares on Offer to Cover Over-allotments
SMBC Nikko Securities Inc., as lead manager of Nitta Gelatin’s issuance of new
stock and disposal of treasury stock for subscription to the public, as well as theexisting shares offered through purchase and sale by the underwriter, may borrow
up to 542,000 of Nitta Gelatin common stock to cover over-allotments in thesubscription. This number of shares is the maximum shares to be offered. The
number of shares may decrease, or the offer of existing shares to coverover-allotments may be canceled altogether depending on the level of demand.
In the event common stock is borrowed and put on offer to coverover-allotments, Nitta Gelatin Inc. shall grant SMBC Nikko Securities Inc. theright (Green Shoe Option) to receive a third-party allotment of newly issued
shares, up to the maximum number of shares borrowed to cover overallotments.
This Green Shoe Option may be exercised through Friday, January 13, 2012.
For the purpose of returning the borrowed shares, SMBC Nikko Securities Inc.
may conduct syndicate cover transactions, or the purchase of Nitta Gelatincommon stock on the Tokyo Stock Exchange, up to the maximum number ofshares it was authorized to borrow. Such syndicate cover transactions would beexecuted during the syndicate cover transaction period, beginning with the listing
and trading commencement date on Tuesday, December 20, 2011, and ending
Friday, January 13, 2012. Shares of Nitta Gelatin common stock purchased inthis way shall be used to return the borrowed shares. During the syndicate cover10

transaction period, SMBC Nikko Securities Inc. may at its own discretion decide
not to conduct syndicate cover transactions, or suspend the transactions before
the number of shares it is authorized to buy back reaches the maximum.
SMBC Nikko Securities Inc. plans to exercise its Green Shoe Option andreceive a third-party allotment of new shares amounting to its residual exposure
to borrowed shares after the syndicate cover transactions. Accordingly, SMBC
Nikko Securities Inc. may not subscribe to part or all of the third-party allocationof new Nitta Gelatin common stock it has the option of receiving. This may
result in a decrease in the final number of shares Nitta Gelatin issues forthird-party allotment, or in the cancellation of the entire issuance due toforfeiture.
In the event that SMBC Nikko Securities Inc. accepts the third-party allotmentof newly issued shares, SMBC Nikko Securities Inc. shall pay for it using theproceeds from the borrowed shares it offered to cover over-allotments in the
public subscription.
On Monday, December 12, 2011, a decision will be made on whether or not toborrow shares to cover an over-allotment, as well as the number of borrowed
shares that will be placed on offer. In the event no coverage of over-allotments
takes place, SMBC Nikko Securities Inc. shall not borrow shares of Nitta Gelatincommon stock from the Stock Lender. Accordingly, there would be nothird-party allotment of new shares, as SMBC Nikko Securities Inc. would forfeit
its Green Shoe Option. There would also be no syndicate cover transactions on
the Tokyo Stock Exchange.

2. Change in the total number of issued shares as a result of the issuance of
new shares
Total number of issued shares at present: 12,733,874 shares
Increase in number of shares via issuance of new shares for public
subscription: 2,781,000 shares
Increase in number of shares via issuance of new shares for third-party
allotment: 542,000 shares (Maximum)
Total number of issued shares after capital increase: 16,056,874 shares(Maximum)11

3. Change in number of treasury shares as a result of the disposal
Total number of treasury shares at present: 219,092 shares
Number of treasury shares to be disposed: 219,000 shares
Number of treasury shares after disposal: 92 shares
4. Use of proceeds from the capital increase
Nitta Gelatin is estimating total proceeds of 1,558,000 thousand yen, as well asproceeds of up to 284,600 thousand yen from the issuance of new shares forthird-party allotment, which was approved at the Board of Directors meeting held
on November 15, 2011 along with the issuance of new shares and the disposal oftreasury stock for subscription to the public. Of this amount, the Company has
allocated 864,000 thousand yen for use in the fiscal year ending March 2012 forcollagen peptide production facilities and collagen casing production facilities, aswell as for upgrading general gelatin production facilities. The remainder isscheduled to be allocated for use within the fiscal year ending March 2013. The
Company’s policy is to invest the proceeds in highly secure financial instruments
and similar investments until the scheduled period of allocation.
* Estimates have been calculated based on the assumed subscription price (570yen) when submitting the marketable securities registration statement.
5. Profit Distribution to Shareholders and Other Matters(1) Basic policy concerning profit distribution
The Company’s basic profit distribution policy is to secure necessary internal
reserves for future business development and enhancing the operating structure,
while maintaining the payment of a stable dividend, and issuing dividends twice
every fiscal year.
(2) Use of internal reserve funds
The Company intends to enhance its cost competitiveness even more than before,
strengthen its framework for developing technologies and products that answer
market needs, and make effective investments in developing its global strategy,
with a view to staying on top of anticipated changes in the business environment.
(3) Specific measures for increasing the distribution of profits to shareholders
going forward
12The Company fully recognizes that it will shoulder greater social
responsibilities toward shareholders as a result of the listing of its shares.
Accordingly, the Company will adhere to its basic policy of maintaining a stabledividend, while constantly remaining mindful of the importance of returning
profits to shareholders.
(4) Dividends for the past three fiscal years
Item

Fiscal year
Net income per share(consolidated) (yen)Dividend per share(Interim dividend per share)(yen)

Actual dividend payout ratio(consolidated) %70thbusiness term

71stbusiness term

72ndbusiness term

Year ended
March 2009

Year ended
March 2010

Year ended
March 2011-153.00160.39Common stock
Common stock
Common stock
7.50
7.50
7.50
(3.75)(3.75)(3.75)Class A preferred Class A preferred Class A preferred
stock
stock
stock
7.77
45.00
22.56
()
(22 56)(22 56)
4.9
4.7

Return on equity (consolidated) %

-

20.1

17.4

Ratio of dividend to net assets(consolidated) %

-

1.1

0.9

Notes:
1. The Company has prepared consolidated financial statements since the 71st business term.
2. Net income per share is calculated based on the average number of issued shares during agiven fiscal year, taking into consideration amounts related to preferred stock.
3. The Company conducted a two-for-one common stock split on April 1, 2011. For reference
purposes, the Company provides the following information on changes in retroactively adjusted
per-share indicators, taking into account the effects of this stock split, based on the “Points ofConsideration for the Preparation of the Securities Report for Initial Listing Application(Section 1),” (Notice No. 428 issued by the TSE Listing Committee on April 2, 2008), a noticeissued to all market participants on the Tokyo Stock Exchange.

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Item

Fiscal year
Net income per share(consolidated) (yen)Dividend per share
(yen)

70th
business term

71stbusiness term

72ndbusiness term

Year ended
March 2009

Year ended
March 2010

Year ended
March 2011

-

76.50

80.19

3.75

3.75

3.75

6. Sales to the Employee Shareholding Association
Of the number of shares for subscription to the public, the Underwriters plan tosell a certain number of shares to the Employee Shareholding Association of
Nitta Gelatin Inc.
7. Sales Policy
When selling the shares, shares may be sold to investors who have not notified
their intention to subscribe to shares, taking into account requirements for thenumber of shareholders as stipulated by the Securities Listing Regulations of theTokyo Stock Exchange, and the need to ensure share liquidity after the listing,among other factors.
The Underwriter’s policy is to sell the shares according to the basic policy
concerning allocations determined by each syndicate company, internal
regulations, and so forth. For details on the basic policy concerning allocation,please refer to information displayed over the counter or on the websites of eachsyndicate company.
Note: Information provided on future profit distributions to shareholders in “5. Profit
Distribution to Shareholders and Other Matters” are based on forecasts, and do not constitute anassurance of a certain level of dividends or other returns.

*This document is intended as a press release to publicize Nitta Gelatin Inc.’s issuance of newshares for public subscription, disposal of treasury stock, and offer of existing shares, and was
not prepared for the purpose of soliciting investment. When making an investment decision,please refer to the “Registered Prospectus on the Issuance of New Shares, Disposal of Treasury
Stock and Offer of Existing Shares (along with errata)” prepared by the Company. All
investment decisions should be made solely at the discretion of the investor.

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