July 15, 2021

Company name
Representative

Nitta Gelatin Inc.

Koichi Ogata,
Representative Director and President(Stock code: 4977; First Section of Tokyo Stock Exchange)
Norifumi Nagaoka,
Contact
Director and Executive Officer
General Manager of General Management Division
Phone Number+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 15, 2021, Nitta Gelatin passed a resolution to dispose of treasury stock as
restricted share-based remuneration (hereinafter “Disposal of Treasury Stock”), with details asfollows.

1. Overview of the disposal(1) Payment dateJuly 30, 2021

(2) Class and number of shares tobe disposed

Common stock of Nitta Gelatin: 30,800 shares(3) Disposal price¥637 per share(4) Total disposal amount¥19,619,600(5) Scheduled disposal recipient

Directors of Nitta Gelatin (*): 5 people, 20,800 shares
Executive Officers of Nitta Gelatin: 7 people, 10,000 shares* Excluding Outside Directors.

(6) OtherNitta Gelatin has submitted a Securities Notification Statement
based on the Financial Instruments and Exchange Act for theDisposal of Treasury 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-1-“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 based on the Plan. It was also approved that the maximum number of restricted sharesallotted to Eligible Directors in each fiscal year shall be no more than 80,000 shares, that thetransfer restriction period for restricted shares shall be from the day on which the restricted sharesare delivered to the day on which an allottee retires or resigns from all positions of Director,
Executive Officer, or employee 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
82nd Ordinary General Meeting of Shareholders to Nitta Gelatin’s 83rd Ordinary General Meetingof Shareholders that is scheduled to be held in June 2022, the Board of Directors of Nitta Gelatin
resolved to provide a total of ¥19,619,600 in monetary remuneration receivables and allot 30,800
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 the amount of monetary remuneration receivables for each Allottee based oncomprehensive considerations of various factors including the contributions made by each Allottee
to Nitta Gelatin. In addition, the monetary remuneration receivables are provided to the Allotteeson the condition that each Allottee enters into a restricted share allotment agreement that includes
the following terms in general (hereinafter “Allotment Agreement”) with Nitta Gelatin.

3. Overview of the Allotment Agreement(1) Transfer restriction period
The period from July 30, 2021, 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”), anAllottee may not transfer the restricted shares, create a pledge or transfer security interest, make agift inter vivos or bequest, or otherwise do any act of disposing of the restricted shares allotted tothat Allottee (hereinafter “Allotted Shares”) to a third party (hereinafter “Transfer Restriction s”).

(2) Acquisition of restricted shares without compensation
If an Allottee retires or resigns from all positions of Director, Executive Officer, or employee ofNitta Gelatin during the period between the commencement date of the Restriction Period and theday before the ordinary general meeting of shareholders of Nitta Gelatin first held thereafter, Nitta
Gelatin shall, by rights, acquire the Allotted Shares without compensation upon the retirement orresignation of the Allottee, except in cases where there is a reason that Nitta Gelatin’s Board ofDirectors deems to be justified.
In addition, in the event that there are any Allotted Shares for which the Transfer Restrictions
have not been lifted based on the provisions for the lifting of the Transfer Restrictions in (3) below
at the expiry of the Restricted Period (hereinafter “Expiration of Restriction Period”), Nitta Gelatin-2-

shall, by rights, acquire the Allotted Shares without compensation as of the time immediately afterthe Expiration of Restriction Period.

(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 thepoint in time directly after the Allottee has retired or resigned, on a number of Allotted Shares
equal to the result of multiplying (a) the quotient of the number of months between July 2021 andthe month that includes the day on which the Allottee retires or resigns from all positions ofDirector, Executive Officer, or employee of Nitta Gelatin 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 heldby the Allottee at that point in time (however, in cases where fractions of less than 1 share aregenerated by the calculation, they shall be discarded).

(4) Conditions for management of shares
The Allottees shall deposit and maintain the Allotted Shares with SMBC Nikko Securities Inc., by
opening an account to register and record the Allotted Shares until the Transfer Restrictions arelifted in 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 theCompany becomes the disappearing company and a share exchange agreement or transfer planunder which the Company becomes a wholly owned subsidiary of another company, is approved bya general meeting of shareholders of Nitta Gelatin (however, in cases where the approval of ageneral meeting of shareholders is not required for said reorganization, etc., the Board of Directorsof 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 ofApproval of Reorganization, Etc.”), and an Allottee retires or resigns from all positions of Director,
Executive Officer, or employee of 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 theCompanies Act, by a resolution of the Board of Directors of Nitta Gelatin, the Transfer Restrictions
shall be lifted, on the business day directly before the effective date of said reorganization, etc., ona number of Allotted Shares equal to the result of multiplying (a) the quotient of the number of-3-

months between July 2021 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) thenumber of Allotted Shares held by the Allottee on the day of said 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,
acquire 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 onthat day.

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 S tock, the closing
price of ¥637 per share of Nitta Gelatin’s common stock on the Tokyo Stock Exchange on July 14,2021, the business day immediately preceding the date of the resolution by the Board of Directorsof Nitta 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 is reasonable and does not constitute a particularly advantageous price for the Allottee s.

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