Press Release

Notice Concerning Issuance of New Shares as Remuneration for Restricted Stock
March 22, 2024
Listed exchanges: Prime Market

Listed company name: Earth Corporation

Code: 4985

URL

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

Representative Director: Katsunori Kawabata, Representative Director, President & CEO

Contact: Isao Goji ,Senior Executive Officer
Director General
Corporate Planning Headquarters

Tel: +81-3-5207-7458

Earth Corporation (the “Company”) hereby announces that it has resolved, at a meeting of the Board ofDirectors held on March 22, 2024, to issue new shares as described below.
1.

Overview of issuance of new shares

1 Due date of payment
2 Type and number of newshares to be issued

April 19, 2024
68,800 ordinary shares of the Company

3 Issue price¥ 4,335 per share

4 Total amount of issue¥ 298,248,000

5 Number of persons to ‐ Directors of the Company (excluding outside directors),
whom shares are to be

5 persons, 28,500 sharesallotted and the number of ‐ Executive Officer of the Company, 3 persons, 6,000 sharesshares to be allotted‐ Executive officers who do not concurrently serve as directorsof the Company, 20 persons, 10,500 shares‐ Directors of the Company's subsidiaries, 18 persons, 23,800
shares6 Others

Each of the aforementioned items shall be subject to theregistration under the Financial Instruments and Exchange Act
taking effect.

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2.

Purpose of and Reason for Issuance
The Company has introduced a restricted stock compensation plan (the " Program ") as a compensation
plan designed to provide medium- to long-term incentives to its directors, excluding outside directors,
executive officers who do not concurrently serve as directors of the Company, and directors of theCompany's subsidiaries (the " Subject Directors, etc. "), and to promote further sharing of value withshareholders.
At the 98th Annual General Meeting of Shareholders held on 25 March 2022, the Company's
shareholders approved the amendment of the transfer restriction period for this system to "from the dateof receipt of allotment of shares under the share allotment agreement to be individually concluded
between the subject director, etc. and the Company to the date on which he or she loses his or her
position as a director of the Company or its subsidiary or any other position determined by the Board ofDirectors of the Company" in order to further motivate the directors, etc. to contribute towards thesustainable enhancement of the corporate value of the Company and to ensure that the Company
shares value with its shareholders for as long a period as possible. In addition, at the 99th Annual
General Meeting of Shareholders held on 24 March 2023, a stock compensation limit for the Company'sdirectors (excluding outside directors) was set at up to JPY 400 million per year (not exceeding 40,000
ordinary shares per financial year (provided, however, that the limit shall not exceed the number ofordinary shares of the Company's common stock to be split (including the free allocation of ordinary
shares of the Company) with an effective date after the date of resolution at this General Meeting ofShareholders.

In the event of a share split (including gratis allotment of the Company's ordinaryshares) or a reverse share split with an effective date on or after the date of the resolution of this Ordinary
General Meeting of Shareholders, the total number of such shares shall be adjusted as necessary to areasonable extent according to the split ratio, reverse share split ratio, etc.). The shareholders haveapproved an increase in the number of shares to.
The outline of this program, etc. is as follows.
3.

Outline of the Program
The Subject Directors, etc. will pay all of the monetary claims paid by the Company or its subsidiaries
under the Plan as assets contributed in kind and will be issued or disposed of shares of common stockof the Company. The amount to be paid per share shall be determined by the Board of Directors basedon the closing price of the Company's common stock on the Tokyo Stock Exchange on the business day
immediately preceding the date of each Board of Directors resolution (or the closing price of theimmediately preceding trading day if no trading was effected on that date) to the extent that the amountis not particularly favorable to the Subject Directors who subscribe for such common stock. In addition,
upon the issuance or disposal of shares of common stock of the Company under the Program, theCompany shall enter into a restricted stock allotment agreement (the "Allotment Agreement") with the
Subject Directors, etc. The terms and conditions of the Agreement include: (i) the Subject Directors, Etc.
shall be prohibited from transferring to a third party, creating a security interest in, or otherwise disposingof the shares of common stock of the Company allotted under the Restricted Share Allotment Agreement
for a certain period of time; and (ii) the Company shall acquire such shares of common stock without
consideration in the event that certain events occur.

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About this issuanceThis time, in consideration of the purpose of this plan, the scope of responsibilities of each subject
director, etc., we have decided to grant a total of 298,248,000 yen in monetary claims ("the MonetaryClaims") and allot 68,800 shares of common stock.
In this issuance of new shares, the 46 Subject Directors, etc., who are the Scheduled Allottees, will pay
all of the Monetary Claims against the Company or its subsidiaries as assets contributed in kind and will
be issued shares of common stock of the Company (the "Allotted Shares") in accordance with this plan.
An outline of the Allotment Agreement to be executed between the Company and the Subject Directors,etc. in connection with the Issuance of New Shares is as described in 5. below.

5.

Outline of the Allotment Agreement(1) Restricted transfer period
During the period from April 19, 2024 (the "Issue Date") to the time immediately following retirement
or resignation from any of the positions of director, executive officer, executive officer notconcurrently serving as director, corporate auditor, advisor, counselor, employee, or other similar
position at the Company or its subsidiaries.
(2) Conditions for cancellation of transfer restrictions
The period from the date of commencement of execution of duties by the Subject Directors, etc. tothe time immediately preceding the conclusion of the first Ordinary General Meeting ofShareholders to be held thereafter (however, in the case of executive officers who do notconcurrently serve as directors of the Company, the period shall be read as the period from thebeginning of the fiscal year that includes the date of this disposition to the last day of the fiscal year
under review; the same shall apply hereinafter). The restriction on transfer of all of the Allotted
Shares shall be cancelled at the expiration of the Restriction Period on the condition that theshareholder has continuously held the position of director, executive officer, executive officer notconcurrently serving as director, corporate auditor, advisor, counselor, employee, or any otherequivalent position of the Company or its subsidiary during the period from the date immediately
preceding the expiration of the Restriction Period to the end of the current fiscal year.
(3) Treatment of directors who retire or resign due to the expiration of their term of office, mandatory
retirement age, or other justifiable reasons during the term of provision of these servicesi.

Timing of removal of transfer restrictions
In the event that an eligible director, etc. resigns or retires from any of the positions of director,executive officer, executive officer not concurrently serving as director, corporate auditor,advisor, counselor, employee or any other similar position at the Company or its subsidiary
due to expiration of term of office, mandatory retirement age or any other justifiable reason,
the restriction on transfer shall be lifted immediately after the resignation or retirement of thesubject director, etc. (Other justifiable reasons include, but are not limited to, death.)ii.

Number of shares subject to cancellation of transfer restrictions
The number of shares shall be the number of shares obtained by multiplying the number ofthe Allotted Shares held by the Subject Director, etc. at the time of such retirement or-3-

resignation as specified in i by the number obtained by dividing the number of months from themonth including the Disposition Date to the month including the date of retirement orresignation of the Subject Director, etc. by the number of months for the Service Period (12)(if such number exceeds 1, 1 shall be rounded down) (however, if the calculation results in a
fraction of a share, such fraction shall be rounded down).
(4) Acquisition by the Company without consideration
In the event that the Subject Director, etc. commits an act in violation of laws and regulations during
the Transfer Restriction Period, or in the event that certain events specified in the Allotment
Agreement occur, the Company shall naturally acquire all of the Allotted Shares without
consideration at the relevant point in time. In addition, at the expiration of the Transfer Restriction
Period or at the time of cancellation of the Transfer Restriction stipulated in (3) above, the Company
shall naturally acquire without consideration any of the Allotted Shares for which the Transfer
Restriction is not cancelled.
(5) Treatment of reorganization, etc.
If, during the Restriction Period, a merger agreement under which the Company is to be dissolved,
a share exchange agreement under which the Company is to become a wholly owned subsidiary,a share transfer plan or any other matters relating to organizational restructuring, etc. are approved
at a general meeting of shareholders of the Company (however, if approval by a general meetingof shareholders of the Company is not required for such organizational restructuring, etc., the Boardof Directors of the Company) ), the Company's Board of Directors may, by a resolution of the Boardof Directors, determine the number of shares to be allotted by multiplying the number of the Allotted
Shares held as of such time by the number of months from the month including the Disposition
Date to the month including the date of such approval divided by the number of months pertaining
to the Service Period (12) (if such number exceeds 1, 1 shall be used) (provided that if thecalculation results in a fraction of a share, the fraction of a share shall be rounded down). ), theRestriction on Transfer shall be cancelled as of the time immediately preceding the business day
immediately preceding the effective date of the Reorganization. In addition, as of the time
immediately following the cancellation of the Restriction on Transfer, the Company shall naturally
acquire without consideration all of the Allotted Shares for which the Restriction on Transfer has notbeen cancelled.
(6) Share management
The Allotted Shares shall be managed in an exclusive account opened by each of the SubjectDirectors, etc. with Nomura Securities Co., Ltd. during the Restricted Period so that the AllottedShares may not be transferred, pledged as collateral or otherwise disposed of during the RestrictedPeriod. In order to ensure the effectiveness of the restrictions on transfer, etc. of the Allotted Shares,
the Company has entered into an agreement with Nomura Securities Co., Ltd. in relation to themanagement of the account for the Allotted Shares held by each Subject Director, etc. The Subject
Directors, etc. shall agree to the details of the management of such account.

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6.

Basis for calculation of the amount to be paid in and specific details thereofThis issuance of new shares to the Scheduled Subscriber will be made with the monetary claims paid
as restricted stock compensation for the Company's 101st fiscal year under this plan as the invested
assets. The issue price is set at 4,335 yen, which is the closing price of the Company's common stockon the prime market of the Tokyo Stock Exchange on March 21, 2024 (the business day immediately
preceding the date of the Board of Directors' resolution), in order to eliminate arbitrariness. This is themarket share price immediately prior to the date of the Board of Directors' resolution, and we believethat it is reasonable and does not constitute a particularly favorable price.
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