May 17, 2018
Company name
Representative

Nitta Gelatin Inc.

Koichi Ogata,
Representative Director and President(Stock code: 4977; First Section of Tokyo Stock Exchange)
Contact
Toru Tamaoka,
Director and Executive Officer
Responsible for Administration Department
Phone Number +81-72-949-5381

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.
Nitta Gelatin Inc. (hereinafter “Nitta Gelatin”) hereby announces that its board of directors has passed theresolution on May 17, 2018 for having its Adhesive Business (excluding manufacturing) (hereinafter “theBusiness”) succeeded by Bostik-Nitta Co., Ltd. (hereinafter “Bostik-Nitta”), a joint venture with Bostik, Inc.
(hereinafter “Bostik”), by way of the company split (Simplified Absorption-type Split) (hereinafter “theCompany Split”) with the effective date of August 1, 2018.

1. Objective of the Company Split
Nitta Gelatin and Bostik agreed to have Bostik-Nitta, a consolidated subsidiary of Bostik, succeed the Businessfor further growth, since Bostik aims to further expand its adhesive business as currently the world No.3 adhesivemanufacturer, while Nitta Gelatin is set to make intensive investments to pursue its strategy for the corebusinesses and new businesses according to its new corporate vision.
Together with the company split, Nitta Gelatin will sell a part of its land property to Bostik-Nitta for its
construction of the new plant for adhesive business, which will help Bostik-Nitta strengthen its business platform.
Of the Business, those who are mainly engaged in manufacturing and the assets and liabilities relating to themanufacturing, and contractual status, rights and obligations will be transferred to Bostik-Nitta upon completionof the new plant construction by way of the company split which is planned between Nitta Gelatin and BostikNitta separately. Arkema Asie SAS (hereinafter “Arkema”), a subsidiary of Arkema S. A., a parent company ofBostik, will acquire additional shares in Bostik-Nitta by a private placement to strengthen capital relationship in
an effort to further enhance the corporate value of Bostik-Nitta including the Business; accordingly Nitta
Gelatin’s stake in Bostik-Nitta will decrease.

2. Outline of the Company Split(1) Schedule
Board resolution of the Company Split Agreement (Nitta Gelatin)
Board resolution of the Company Split Agreement (Bostik-Nitta)
Execution of the Company Split Agreement
Extraordinary Shareholders Meeting (Bostik-Nitta)
Planned date of the Company Split (effective date)1

May 17, 2018
May 18, 2018 (tentative)
May 18, 2018 (tentative)
May 18, 2018 (tentative)
August 1, 2018 (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 Company Act, thus Nitta Gelatin will not needapproval at the shareholders meeting to execute this company split.
(2) Method of the Company Split
Bostik-Nitta will be the succeeding company, and Nitta Gelatin will be the splitting company.
(3) Details of allotment in the Company Split
In consideration of the transfer of the Business by the Company Split, Bostik-Nitta will deliver the amount tobe calculated from JPY 1,068 million, the value of the Business, which is agreed among both companies,
deducting the employees liabilities at the effective date in cash to Nitta Gelatin.
(4) Treatment of the “subscription rights to shares” and the “bonds with subscription rights to shares” inconnection with the Company Split
There will be no change in the subscription rights to shares issued by Nitta Gelatin, and Nitta Gelatin does notissue any bonds with subscription rights to shares.
(5) Increase or decrease in capital as a result of the Company Split
No increase or decrease will occur in the capital of Nitta Gelatin.
(6) Rights and obligations to be succeeded by the succeeding company
Succeeding company will succeed the assets, liabilities, and contracts held by the Business and the rights andobligations associated to those which are defined on Company Split Agreement.
(7) Prospect of the fulfillment of obligations
Nitta Gelatin considers Bostik-Nitta will have no problem in fulfillment of obligations after the Company Split.

3. Basis for the allotment and other matters concerning the Company Split(1) Basis and reason for the allotment
To ensure fairness and appropriateness in calculating the consideration for the transfer of the Business, Nitta
Gelatin appointed Nomura Securities, Co., Ltd. (hereinafter “Nomura”) as the third party financial advisor andrequested them to calculate the value of the Business. Based on this request, Nomura performed the valuationand submitted the valuation report using comparative company analysis and discounted cash flow (DCF)
analysis.
In determining the price of the Business described in 2. (3), Nitta Gelatin discussed with Bostik-Nitta in
depth based on the comprehensive reflection of the factors including financial condition, assets and future
outlook of the Business, and as a result, with reference to Nomura’s valuation report, concluded and agreed thatthe price described in 2. (3) is appropriate.
As is mentioned above, Bostik-Nitta is a joint venture between Nitta Gelatin and Bostik, and Nitta Gelatinselected cash as consideration for the transfer of the Business, by way of the Company Split without changing
the current ownership ratio.
(2) Matters concerning the calculation(i) Name of the financial advisor and its relationships with Nitta Gelatin and Bostik-Nitta
Nomura, the third party financial advisor retained by Nitta Gelatin, is independent of Nitta Gelatin andBostik-Nitta, and is not a related party of nor has material conflict of interest with Nitta Gelatin and BostikNitta.
2(ii) Outline of the calculation
In the calculation, Nomura adopted the comparable company analysis to assume the share value of theBusiness as multiple numbers of listed companies comparable to the Business exist, and in addition the DCF
analysis was adopted to reflect the effect of future business activities of the Business.
The assessment ranges of the Business derived from each calculation method are shown below:
Comparable companies analysis: JPY830 million to JPY878 million
DCF analysis:
JPY730 million to JPY1,517 million
In the valuation of the Business, Nomura used the information provided by Nitta Gelatin and the public
information, in principle as it is, without any independent verification for accuracy and completeness on theassumption that they are accurate and complete. Nomura did not independently perform any valuation,appraisal or assessment of assets and liabilities (which include contingent liabilities) of Nitta Gelatin and its
affiliates, including the analysis or valuation of individual assets or liabilities nor separately requested any
third-party institution to make such appraisal or assessment. The calculation by Nomura is based on theinformation available and the economic conditions as of May 11, 2018, and Nomura assumed that thefinancial projection of the Business had been reasonably prepared based on the best projection and judgment
currently available to the management of Nitta Gelatin.
The profit plan of the Business that Nomura used as a basis for applying the DCF analysis does notcontain a significant increase or decrease in earnings in any fiscal year. The execution of the Company Split isnot included in the assumptions used in the subject business plan.
(3) Prospects and reasons for delisting
There is no prospect for delisting in relation to the Company Split.
(4) Measures to ensure fairness
To ensure the fairness and the appropriateness of the Company Split, as stated in 3. (1), Nitta Gelatin received
the valuation report concerning the value of the Business from Nomura, the third-party calculation agency
independent of either Nitta Gelatin or Bostik-Nitta.

4. Outline of the Parties involved in the Company Split

(1)
(2)
(3)

Corporate nameHead office addressRepresentative(4)

Businesses

(5)
(6)
(7)

CapitalDate incorporated
No. of shares issued

Splitting Company(As of March 31 2018)
Nitta Gelatin Inc.
4-26, Sakuragawa 4-chome, Naniwa-ku, Osaka
President & Representative Director
Koichi Ogata
1. Production and sales of edible,
pharmaceutical and photographic gelatin
2. Production and sales of collagen peptide
3. Production and sales of collagen casing
4. Production and sales of collagen forcosmetics, biomaterials and biochemical
products
5. Production and sales of edible gelling agents,
stabilizers and other food materials6. Production and sales of adhesives forpackaging, bookbinding, building materials
and hygiene products
JPY 3,144,929,440
February 10, 1945
18,373,974 shares

3

Succeeding Company(As of December 31 2017)
Bostik-Nitta Co., Ltd.
4-26, Sakuragawa 4-chome, Naniwa-ku, Osaka
President & Representative Director
Motoki Ono
1. Sales of adhesive products

JPY 18,100,000
April 20, 1982
26,727 shares

(8)
(9)

Fiscal year end

March 31
December 31
Stand-alone: 262
No. of employees
Stand-alone: 16
Consolidated: 1,253(10) Key business partners
Ishizuka Corporation
Kao Corporation(11) Main banks
Sumitomo Mitsui Banking Corp.
Sumitomo Mitsui Banking Corp.
(12)
IBP Co.
16.15%
Major shareholders
Master Trust Bank of Japan (Trust a/c) 4.59% Bostik, Inc
66.00%and shareholding ratio
Nitta Corporation
4.57%
of eachSumitomo Mitsui Banking Corp.
3.43% Nitta Gelatin Inc.
34.00%MUFJ Bank, Ltd.
3.38%
(13) Relationships between the Parties
Capital relationship
As of today, Nitta Gelatin holds 34.00% (9,087 shares) of the total shares issued by Bostik-Nitta.
Representative Director and President (Koichi Ogata) and a director (Toru Tamaoka) of Nitta
Personnel relationshipGelatin concurrently serve as directors of Bostik-Nitta.
Trading relationship
Bostik-Nitta sells the adhesive products manufactured by Nitta Gelatin.
Status as a related party Bostik-Nitta is an equity method affiliate of Nitta Gelatin, thus is a related party.
(14) Operational results and financial conditions for the last three (3) years
Nitta Gelatin Inc. (consolidated)
Bostik-Nitta Co., Ltd. (stand-alone)
Fiscal year ended
3/20163/20173/2018
12/2015
12/2016
12/2017Consolidated net assets
16,876
17,736
17,197
829
1,039
1,069
Consolidated total assets
37,59740,41038,025
1,865
1,943
2,147
Consolidated net assets
814.90855.97826.6931,04938,90940,004per share (yen)Consolidated sales
36,88536,57537,777
4,059
4,586
5,171
Consolidated operating
1,273
1,617
1,095
173
479
529
incomeConsolidated ordinary
979
1,831
1,009
179
495
570
incomeNet income attributable to477
693
(615)
116
310
379
the parent’s shareholders
Consolidated net income
26.00
37.74
(33.50)4,348
11,601
14,191
per share (yen)Dividend per share (yen)
12.00
12.00
12.00
3,742
13,096
14,218

5. Outline of the business unit to be split or succeeded(1) Business
Adhesive business including Sales, R&D and others except for manufacturing
Of the Adhesive Business, those who are mainly engaged in manufacturing and the assets and liabilities
relating to the manufacturing, and contractual status, rights and obligations will be transferred to Bostik-Nitta
by way of the company split which is planned between Nitta Gelatin and Bostik-Nitta separately uponcompletion of the new plant construction for the Business at Bostik-Nitta.
(2) Operational performance
The sales of the adhesive business for the fiscal year ended 3/2018: JPY 4,632 million(Note) The above amount includes the sales from manufacturing unit.
(3) Items of the assets and liabilities to be split or succeeded and the book value of each
Fixed assets : JPY 26 million, Fixed liabilities : JPY311 million(Note) Shown above are the forecasts calculated at the end of March 2018, which may vary from eachamount.

6. Status after the Company Split
According to the Company Split, there will be no change in the name, address, name and title of therepresentative, businesses, capital and fiscal year-end of Nitta Gelatin and Bostik-Nitta. However, the capital of4

Bostik Nitta will be changed by a private placement of the shares of Bostik Nitta to Arkema. The amounts of net
assets and total assets of Nitta Gelatin after the Company Split have yet to be determined.
7. Future outlook
Please refere to the “Announcement of Full-year Consolidated Financial Forecast” and “Announcement ofdevelopment of Mid-Term Management Plan” announced today for the impact of the Company Split on theperformance forecast after the year ending 3/2019
End(For reference) Full-year Consolidated Financial Forecast (announced on May 17, 2018) and the Latest Full-year
Consolidated Financial Results (Unit: mn yen)

Full-year Financial
Forecast (FY3/2019)
Latest Financial Results(FY3/2018)

Consolidated Sales

Consolidated
Operating Income

Consolidated
Ordinary Income

Net Income
attributable to theParent’s
Shareholders

38,200

1,300

1,100

900

37,777

1,095

1,009(615)5