Press Release

Notice Regarding Revision of Restricted Stock Compensation PlanFebruary 14, 2022
Listed exchanges: Tokyo

Listed company name: Earth Corporation

Code: 4985

URL

: https://corp.earth.jp/en/index.html

Representative Director: Katsunori Kawabata, President & Representative Director

Contact: Tsuyoshi Mitsuzuka ,Senior Executive Officer
Director General
Group Management Headquarters

Tel: +81-3-5207-7458

Earth Corporation (the “Company”) hereby announces that its Board of Directors has resolved at a meeting
held on Feb. 14, 2022, it resolved to the revision of Restricted Stock Compensation Plan (the “Plan”), which
was approved at the 94th Annual General Meeting of Shareholders held on Mar. 23, 2018, and to submit aproposal related to revision of the Plan to the 98th Annual General Meeting of Shareholders (the “GeneralMeeting of Shareholders”) of the Company to be held on Mar. 25, 2022. Details are as follows.
1.

Reason for the revision of the PlanAt the 94th Ordinary General Meeting of Shareholders held on March 23, 2018, the Company obtained
approval for Proposal 4, "Determination of Remuneration for Granting Shares with Transfer Restrictions
to Directors on Board," and introduced the Plan to provide incentives to the Company's Directors,excluding Outside Directors (the "Eligible Directors on Board"), to sustainably increase the Company'scorporate value and to further share value with shareholders.
The Company has recently decided to partially revise the Plan as follows for the purpose of further
increasing the willingness of each target director to contribute to the sustainable enhancement of thecorporate value of the Company throughout his or her term of office and to share value with shareholders
for as long as possible. The Company plans to seek the approval of its shareholders for the following
partial amendments to the Plan (the "New Plan").

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2.

Details of the New Plan
Under the Plan, the total amount of monetary claims for the grant of restricted transferable shares to bepaid to the Eligible Directors on Board shall not exceed 150 million yen per year, and the total numberof common shares to be newly issued or disposed of by the Company shall not exceed 20,000 shares
per year (however, including a gratis allotment of the Company's common stock with an effective dateon or after the date of the resolution of this General Meeting of Shareholders).

However, in the eventof a stock split of the Company's common stock or a reverse stock split of the Company's common stockwith an effective date after the date of resolution of this General Meeting of Shareholders, the total
number of shares shall be adjusted as necessary to a reasonable extent in accordance with the split
ratio, reverse stock split ratio, etc. The total number of shares shall be adjusted to a reasonable extent
as necessary. In addition, the Eligible Directors on Board may not transfer, create a security interest in,or otherwise dispose of the common stock of the Company allotted under the Allotment Agreement fora period of three to five years from the date of allotment as set forth in the Restricted Stock Allotment
Agreement to be executed individually with the Company and determined in advance by the Board ofDirectors of the Company.
If approved at this General Meeting of Shareholders, in order to further increase the willingness of theCompany's Directors to contribute to the sustainable enhancement of the Company's corporate value
and to share value with the Company's shareholders for as long as possible, we would like to revise theperiod of restriction on transfer of the Allotment Agreement to be executed with the Eligible Directors on
Board to "from the date of allotment under the Allotment Agreement to the date of loss of position as
determined by the Board of Directors of the Company or its subsidiaries. The Company would like torevise the period of restriction on transfer in the Allotment Agreement to be entered into with the Eligible
Directors on Board to "the period from the date of allotment under the Allotment Agreement to the dateon which they lose their positions as directors of the Company or its subsidiaries or other positions
determined by the Board of Directors of the Company. In addition, necessary amendments will be madeto the contents of the Allotment Agreement in accordance with such change in the period of restriction
on transfer. This amendment will apply to shares with restrictions on transfer to be granted in the future,
and will not change the period of restriction on transfer of shares with restrictions on transfer that havealready been granted.
At the meeting of the Board of Directors held on Feb. 14, 2022, it was also resolved to expand thenumber of persons eligible for the grant of restricted stock compensation, and under the New Plan, thesame restricted stock compensation will be granted to executive officers who do not concurrently serve
as directors of the Company and directors of the Company's subsidiaries.

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