July 18, 2024
Company name
Representative

Nitta Gelatin Inc.
Hidenori Takemiya,
Executive Officer,Representative Director and President(Stock code: 4977; Standard Market of Tokyo Stock Exchange)
Contact
Akira Ando,
Director and Executive Officer
General Manager of General
Management Division
Phone Number+81-72-949-5381

Notice Regarding Disposal of Treasury Stock as Restricted Share-based Remuneration
Nitta Gelatin Inc. (hereinafter “Nitta Gelatin”) hereby announces that, at a Board of Directors’ meeting
held on July 18, 2024, a resolution was passed to dispose of treasury stock as restricted share-basedremuneration (hereinafter “Disposal of Treasury Stock”), with details as follows.
Note that the recipients of the share-based remuneration are limited to the newly appointed Director andExecutive Officers who assumed their positions as of June 26, 2024. Other Directors and Executive
Officers will not receive this compensation, in accordance with the “Notice Regarding OfficerRemuneration” disclosed on April 26, 2024.

1. Overview of the disposal(1) Payment dateAugust 2, 2024

(2) Class and number of shares to bedisposed

Common stock of Nitta Gelatin: 7,800 shares(3) Disposal price¥770 per share(4) Total disposal amount¥6,006,000(5) Scheduled disposal recipient

Director (1) of Nitta Gelatin*: 3,600 shares
Executive Officers (3) of Nitta Gelatin: 4,200 shares* Excluding Outside Directors.

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 with thoseof 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 amount set at ¥80 million per year basedon the Plan. It was also approved that the maximum number of restricted shares allotted to Eligible
Directors in each fiscal year shall be no more than 80,000 shares, that the transfer restriction period for1

restricted shares shall be from the day on which the restricted shares are delivered to the day on whichan 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 85thOrdinary General Meeting of Shareholders to its 86th Ordinary General Meeting of Shareholders
scheduled for June 2025, the Board of Directors of Nitta Gelatin resolved to provide a total of¥6,006,000 in monetary remuneration receivables and allotted 7,800 shares of Nitta Gelatin’s common
stock as specified restricted shares to one Eligible Director and three Executive Officers of Nitta
Gelatin who are scheduled to receive the allotments (hereinafter collectively referred to as “Allottees”)
upon Nitta Gelatin receiving all such monetary remuneration receivables in the form of contribution inkind from the Allottees. Nitta Gelatin determines the amount of monetary remuneration receivables foreach Allottee based on comprehensive considerations of various factors including the contributions
made by each Allottee on 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 August 2, 2024 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 tothe 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 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 Gelatinshall, by rights, acquire the Allotted Shares without compensation as of the time immediately after
the 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 a reason
that Nitta Gelatin’s Board of Directors deems to be justified, during the period between the2commencement 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 2024 and themonth 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 resultof the calculation exceeds 1, it shall be set to 1) by (b) the number of Allotted Shares held by theAllottee at that point in time (however, in cases where fractions of less than 1 share are generated
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., byopening 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 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 an Ordinary
General Meeting of Shareholders of Nitta Gelatin (however, in cases where the approval of anOrdinary General Meeting of Shareholders is not required for said reorganization, etc., the Board ofDirectors of Nitta Gelatin) during the Restriction Period (limited to cases in which the effective dateof 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 ofmonths between July 2024 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 wherefractions 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 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 priceof ¥770 per share of Nitta Gelatin’s common stock on the Tokyo Stock Exchange on July 17, 2024, thebusiness day immediately preceding the date of the resolution by the Board of Directors of Nitta Gelatin,
is used for the disposal price. Because this is the market price that was recorded directly before the dateof the resolution by the Board of Directors of Nitta Gelatin, we believe that it is reasonable and does notconstitute a particularly advantageous price for the Allottees.

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