May 25, 2022
Company name
Representative

Contact
Phone Number

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

Notice Regarding Amendment to the Articles of Incorporation
Nitta Gelatin Inc. (hereinafter “Nitta Gelatin”) hereby announces that a meeting of the Board ofDirectors held on May 25, 2022 passed a resolution as follows, to propose “Amendment to theArticles of Incorporation” at the 83rd Ordinary General Meeting of Shareholders to be held on June
28, 2022.

1. Reasons for the Amendment(1) Nitta Gelatin proposes to add and delete business purposes in Article 2 of the current Articlesof Incorporation in order to clarify the business activities in light of the current state of its
businesses and to respond to the expansion of its businesses.
(2) Nitta Gelatin proposes to change the term of office of Directors prescribed in Article 22 of thecurrent Articles of Incorporation to one year in order to clarify the managerial responsibility ofDirectors and construct a management structure capable of responding promptly to changes inthe business environment.
(3) In order to enable the flexible payment of dividends of surplus, etc. in the event of the spreadof an infectious disease, changes to the business environment, etc., Nitta Gelatin will establish
Article 45 in “Proposed amendments” to enable the payment of dividends of surplus, etc. byresolution of the Board of Directors as well as delete Articles 7 and 47 and make the necessarychanges to Article 46 of the current Articles of Incorporation in accordance with Article 459,
paragraph (1) of the Companies Act.
(4) Since the revised provisions provided for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be
enforced on September 1, 2022, Nitta Gelatin proposes to make the following changes to its1

Articles of Incorporation in preparation for the introduction of the system for providing
informational materials for the general meeting of shareholders in electronic format.
(i) Article 17, paragraph 1 in “Proposed amendments” below will stipulate that Nitta Gelatinshall take measures for providing information that constitutes the content of reference
documents for the general meeting of shareholders, etc. in electronic format.
(ii) Article 17, paragraph 2 in “Proposed amendments” below will establish the provision tolimit the scope of the items to be stated in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based documents.
(iii) Since the provisions for Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc. (Article 18 of the current
Articles of Incorporation) will no longer be required, they will be deleted.
(iv) Accompanying

theaforementioned

establishment

anddeletion

ofprovisions,supplementary provisions regarding the effective date, etc. will be established.
(5) Nitta Gelatin proposes to renumber the articles and items in line with the additions anddeletions of above provisions.

2. Details of the Amendment
The details of the amendment are defined in Attachment.

3. Schedule for Amendment
Date of the General Meeting of Shareholders at which the amendment will be proposed:
June 28, 2022 (scheduled)
Effective date of the amendment:
June 28, 2022 (scheduled)2<Attachment>
Current Articles of Incorporation
Article 1.
(Omitted)
Article 2. (Purpose)
The purpose of the Company shall be to engage in thefollowing business activities:(1)-(2)(Omitted)(3) Manufacture, sale and installation of chemicalmachinery(4)(Omitted)(Newly established)(5) Lease of machinery(6)-(9)(Omitted)(Newly established)(10)-(11)(Omitted)(Newly established)(Newly established)(Newly established)(Amended parts are underlined)
Proposed amendments
Article 1.
(Unchanged)
Article 2. (Purpose)
The purpose of the Company shall be to engage in thefollowing business activities:(1)-(2)(Unchanged)(Deleted)(3)(Unchanged)(4) Sale of cookware and tableware(Deleted)(5)-(8)(Unchanged)(9) Mail order sales that utilize the Internet, etc.
(10)-(11)(Unchanged)(12) Operation of restaurants(13) Manufacture, processing and sale of fertilizers andfeed(14) Cultivation, farming, processing and sale ofagriculture and marine products(15)(Unchanged)
Articles 3. - 6.
(Unchanged)(Deleted)(12)(Omitted)
Articles 3. - 6.
(Omitted)
Article 7. (Acquisition of Own Shares)
The Company may acquire its own shares by a resolutionof the Board of Directors pursuant to Article 165,
paragraph (2) of the Companies Act.
Articles 8. - 17.
(Omitted)
Articles 7. - 16.
(Unchanged)
Article 18. (Internet Disclosure and Deemed Provision of(Deleted)
Reference Documents for the General Meeting ofShareholders, Etc.)
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be statedor presented in the reference documents for the general
meeting of shareholders, business report, financial
statements and consolidated financial statements throughthe internet in accordance with the provisions prescribed by
the Ministry of Justice Order, it may be deemed that theCompany has provided this information to shareholders.
(Newly established)
Article 17. (Measures, etc. for Providing Information inElectronic Format)
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc.
in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery ofpaper-based documents by the record date of voting
rights.

3Current Articles of Incorporation

Proposed amendments

Articles 19. - 21.
(Omitted)
Article 22. (Term of Office)
1. The term of office of a Director shall expire at theconclusion of the ordinary general meeting ofshareholders for the last business year out of thebusiness years terminating within two years after theelection of the Director.
2. The term of office of a Director who is elected as theadditional member or substitute shall continue until thetime the term of office of incumbent Directors is toexpire.
Articles 23. - 45.
(Omitted)(Newly established)

Articles 18. - 20.
(Unchanged)
Article 21. (Term of Office)The term of office of a Director shall expire at theconclusion of the ordinary general meeting of shareholders
for the last business year out of the business years
terminating within one year after the election of theDirector.
(Deleted)

Articles 22. - 44.
(Unchanged)
Article 45. (Organizational Body to Determine Dividends ofSurplus, Etc.)
Unless otherwise provided for by laws and regulations, theCompany shall, by resolution of the Board of Directors,
determine dividends of surplus and other matters set forthin the items of Article 459, paragraph (1) of the Companies
Act.
Article 46. (Record Date for Dividends of Surplus)
Article 46. (Record Date for Dividends of Surplus)
1. The record date for year-end dividends of the Company
1. The record date for year-end dividends of the Company
shall be March 31 of each year.
shall be March 31 of each year.
(Newly established)
2. The record date for interim dividends of the Company
shall be September 30 of each year.
2. In addition to the provisions of the preceding paragraph, 3. In addition to the provisions of the preceding two
the Company may pay dividends of surplus by setting aparagraphs, the Company may pay dividends of surplus
record date.
by setting a record date.
Article 47. (Interim Dividends)(Deleted)
The Company may, by a resolution of the Board ofDirectors, pay interim dividends. The record date of interim
dividends shall be September 30 of each year.
Article 48.
(Omitted)
Article 47.
(Unchanged)(Newly established)(Supplementary Provisions)(Newly established)
Article 1. The deletion of Article 18 (Internet Disclosureand Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.) in
the pre-amended Articles of Incorporation andthe establishment of the new Article 17(Measures, etc. for Providing Information inElectronic Format) in the amended Articles ofIncorporation shall be effective from September
1, 2022, which is the date of enforcement of therevised provisions provided for in the proviso toArticle 1 of the Supplementary Provisions of theAct Partially Amending the Companies Act (ActNo. 70 of 2019) (hereinafter referred to as the“Date of Enforcement”).
(Newly established)
Article 2. Notwithstanding the provision of the precedingarticle, Article 18 of the pre-amended Articles ofIncorporation (Internet Disclosure and Deemed
Provision of Reference Documents for theGeneral Meeting of Shareholders, Etc.) shallremain effective regarding any general meetingof shareholders held until February 28, 2023.
(Newly established)
Article 3. These Supplementary Provisions shall be deleted
on the date when six months have elapsed fromthe Date of Enforcement or three months haveelapsed from the date of the general meeting ofshareholders in the preceding article, whicheveris later.

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