July 21, 2022

Company name
Representative
Contact
Phone Number

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

Notice Regarding the Disposal of Treasury Stockas Restricted Share-based Remuneration
Nitta Gelatin Inc. (hereinafter “Nitta Gelatin”) hereby announces that at a Board of Directors meeting
held on July 21, 2022, Nitta Gelatin passed a resolution to dispose of treasury stock as restricted
share-based remuneration (hereinafter “Disposal of Treasury Stock”), with details as follows.

1. Overview of the disposal(1) Payment dateAugust 5, 2022

(2) Class and number of shares tobe disposed

Common stock of Nitta Gelatin: 27,800 shares(3) Disposal price¥619 per share(4) Total disposal amount¥17,208,200(5) Scheduled disposal recipient

Directors of Nitta Gelatin (*): 5 people, 20,800 shares
Executive Officers of Nitta Gelatin: 5 people, 7,000 shares* Excluding Outside Directors.

(6) OtherNitta Gelatin has submitted a Securities Notification Statement basedon the Financial Instruments and Exchange Act for the Disposal ofTreasury Stock.

2. Objective and reason for the disposal
At Nitta Gelatin’s 82nd Ordinary General Meeting of Shareholders held on June 29, 2021, it wasapproved that, in order to provide the Directors (excluding Outside Directors; hereinafter “EligibleDirectors”) of Nitta Gelatin with a greater incentive than hitherto to create sustainable increases incorporate value, and with the aim of more closely aligning the interests of Eligible Directors withthose of shareholders, a share-based remuneration plan that delivers restricted shares (hereinafter“Plan”) shall be introduced, and monetary remuneration receivables shall be paid to Eligible Directors
as remuneration, etc. in relation to restricted shares up to a total annual amount set at ¥80 million
1based on the Plan. It was also approved that the maximum number of restricted shares allotted toEligible Directors in each fiscal year shall be no more than 80,000 shares, that the transfer restriction
period for restricted shares shall be from the day on which the restricted shares are delivered to theday on which an allottee retires or resigns from all positions of Director, Executive Officer, oremployee of Nitta Gelatin, and that other measures be adopted.
On this day, for the restricted share-based remuneration during the period from Nitta Gelatin’s
83rdOrdinary General Meeting of Shareholders to Nitta Gelatin’s 84th Ordinary General Meeting ofShareholders that is scheduled to be held in June 2023, the Board of Directors of Nitta Gelatin
resolved to provide a total of ¥17,208,200 in monetary remuneration receivables and alloted 27,800
shares of Nitta Gelatin’s common stock as specified restricted shares to five Eligible Directors andseven Executive Officers of Nitta Gelatin who are scheduled to receive the allotments (hereinaftercollectively referred to as “Allottees”) upon Nitta Gelatin receiving all such monetary remuneration
receivables in the form of contribution in kind from the Allottees. Nitta Gelatin determines theamount of monetary remuneration receivables for each Allottee based on comprehensive
considerations of various factors including the contributions made by each Allottee to Nitta Gelatin.
In addition, the monetary remuneration receivables are provided to the Allottees on the condition thateach Allottee enters into a restricted share allotment agreement that includes the following terms ingeneral (hereinafter “Allotment Agreement”) with Nitta Gelatin.

3. Overview of the Allotment Agreement(1) Transfer restriction period
The period from August 5, 2022, until the day that an Allottee retires or resigns from all positions ofDirector, Executive Officer, or employee of Nitta Gelatin
During the transfer restriction period defined above (hereinafter “Restriction Period”), an Allottee
may not transfer the restricted shares, create a pledge or transfer security interest, make a gift intervivos or bequest, or otherwise do any act of disposing of the restricted shares allotted to that Allottee(hereinafter “Allotted Shares”) to a third party (hereinafter “Transfer Restrictions”).

(2) Acquisition of restricted shares without compensation
If an Allottee retires or resigns from all positions of Director, Executive Officer, or employee of Nitta
Gelatin during the period between the commencement date of the Restriction Period and the day
before the ordinary general meeting of shareholders of Nitta Gelatin first held thereafter, Nitta Gelatinshall, by rights, acquire the Allotted Shares without compensation upon the retirement or resignationof the Allottee, except in cases where there is a reason that Nitta Gelatin’s Board of Directors deems
to be justified.
In addition, in the event that there are any Allotted Shares for which the Transfer Restrictions havenot been lifted based on the provisions for the lifting of the Transfer Restrictions in (3) below at theexpiry of the Restricted Period (hereinafter “Expiration of Restriction Period”), Nitta Gelatin shall, byrights, acquire the Allotted Shares without compensation as of the time immediately after theExpiration of Restriction Period.

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(3) Lifting of Transfer Restrictions
On the condition that an Allottee has remained in the position of Director, Executive Officer, oremployee of Nitta Gelatin during the period between the commencement date of the Restriction
Period and the day of the ordinary general meeting of shareholders of Nitta Gelatin first held
thereafter, Nitta Gelatin shall lift the Transfer Restrictions for all of the Allotted Shares held by theAllottee at the Expiration of Restriction Period. However, in the event that the Allottee retires orresigns from all positions of Director, Executive Officer, or employee of Nitta Gelatin for reasonsdeemed justified by the Board of Directors of Nitta Gelatin during the period between thecommencement date of the Restriction Period and the day before the ordinary general meeting ofshareholders of Nitta Gelatin first held thereafter, the Transfer Restrictions shall be lifted, at the point
in time directly after the Allottee has retired or resigned, on a number of Allotted Shares equal to theresult of multiplying (a) the quotient of the number of months between July 2022 and the month that
includes the day on which the Allottee retires or resigns from all positions of Director, Executive
Officer, or employee of Nitta Gelatin divided by 12 (however, in cases where the result of thecalculation exceeds 1, it shall be set to 1) by (b) the number of Allotted Shares held by the Allottee atthat point in time (however, in cases where fractions of less than 1 share are generated by thecalculation, they shall be discarded).

(4) Conditions for management of shares
The Allottees shall deposit and maintain the Allotted Shares with SMBC Nikko Securities Inc., byopening an account to register and record the Allotted Shares until the Transfer Restrictions are liftedin the manner designated by Nitta Gelatin.

(5) Treatment during reorganization, etc.
In the event that a proposal for reorganization, etc., including a merger agreement whereby Nitta
Gelatin becomes the merged company and a share exchange agreement or transfer plan under which
Nitta Gelatin becomes a wholly owned subsidiary of another company, is approved by a general
meeting of shareholders of Nitta Gelatin (however, in cases where the approval of a general meetingof shareholders is not required for said reorganization, etc., the Board of Directors of Nitta Gelatin)
during the Restriction Period (limited to cases in which the effective date of said reorganization, etc.
comes before the Expiration of Restriction Period; hereinafter “Time of Approval of Reorganization,Etc.”), and an Allottee retires or resigns from all positions of Director, Executive Officer, or employeeof Nitta Gelatin as a result of said reorganization, etc., or in cases where shares must be transferred
due to the provisions of laws and regulations such as the Companies Act, by a resolution of the Boardof Directors of Nitta Gelatin, the Transfer Restrictions shall be lifted, on the business day directly
before the effective date of said reorganization, etc., on a number of Allotted Shares equal to the resultof multiplying (a) the quotient of the number of months between July 2022 and the month that
includes the day of said approval divided by 12 (however, in cases where the result of the calculation
exceeds 1, it shall be set to 1) by (b) the number of Allotted Shares held by the Allottee on the day ofsaid approval (however, in cases where fractions of less than 1 share are generated by the calculation,
they shall be discarded).
In addition, at the Time of Approval of Reorganization, Etc., Nitta Gelatin shall, by rights, acquire3the Allotted Shares for which the Transfer Restrictions have not been lifted on the business day
immediately preceding the effective date of said reorganization, etc. without compensation on thatday.

4. Basis for calculation of the amount to be paid and specific details thereof
To eliminate any arbitrariness in the disposal price for the Disposal of Treasury Stock, the closing
price of ¥619 per share of Nitta Gelatin’s common stock on the Tokyo Stock Exchange on July 20,2022, the business day immediately preceding the date of the resolution by the Board of Directors ofNitta Gelatin, is used for the disposal price. Because this is the market price that was recorded directly
before the date of the resolution by the Board of Directors of Nitta Gelatin, we believe that it isreasonable and does not constitute a particularly advantageous price for the Allottees.

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