Corporate Philosophy of the Earth GroupWe act to live in harmony with the Earth.
The use of the word “Earth” in our corporate name is based on the vision of our founders, who sought to provide
the world with products that are beneficial to people.
For more than a century since our founding in 1892, we have been devoted to helping people live happy, healthy
lives and have continued to provide high-quality products, thus growing steadily together alongside society in theprocess.
Moving forward, as an essential part of diverse lifestyles for even more people around the world, Earth Group will
advance together with our customers, society, and shareholders as we contribute to even greater prosperity andenjoyment in daily living through harmony with the essence of life.

Featuring a motif of the Earth, the blue part of our logo represents “life” that is both safe and enjoyable, while thered part of the design protruding to the right expresses the passionate, sincere and energetic corporate spirit of the
Earth Group: “Act.”To express the Earth Group’s stance of aiming for the best and continuously taking on new challenges, we adopted
the design of having the letter “A” in “EARTH” shaped like an upward pointing arrow.
“Act For Life” expresses Earth Group’s promise to our customers; namely, that we will exist in harmony with thelives and lifestyles of all people (Life) and will contribute (Act) to ensure safe and enjoyable lifestyles.
The Japanese tagline “地球を、キモチいい家に。” is our way of expressing our “Act For Life” commitment tocustomers in a friendly and memorable way.
“キモチいい (kimochi-ii)” signifies safety and enjoyment in Japanese.

1

To Our Shareholders
I would like to express my deepest appreciation for your continued patronage.
In 2023, as the restrictions due to the COVID-19 were loosened, social and economic
activities moved towards normalization. The increase of the price of raw materials andrapid fluctuations in foreign exchange rates etc., led to unexpected negative impact on
the Earth Group’s business.
In those circumstances, we made efforts in cost reduction and price revision etc.,
achieving certain results, and we were able to expand sales and market share of theMushi Care products (home-use pesticide and repellent products). On the other hand,difficult situation such as the sluggish growth in the bath salts market due to the external
environment and the slow recovery of the Chinese economy etc., continued. Thus, it
was a year with challenges remaining for the Earth Group.
From 2024, we have started the new medium-term management plan with three key
themes: “Profit structure reform'', “Overseas sales expansion'', and “Groupreorganization”, which we formed on the basis of the reflections we learned from theprevious medium-term management plan.
In the ever-changing business environment, the Earth Group employees will continue
to work together aiming to improve corporate values. In order to ensure the continuous
growth of the Earth Group in the future, we will execute the structural reforms and willachieve lean corporate structures.
Please look forward to the growth of the Earth Group.
I sincerely request all the shareholders to provide us with yourcontinued support and cooperation.
February 2024
Katsunori Kawabata
Representative Director, President & CEO
Earth Corporation

2

(NOTE) This document has been translated from Japanese original for reference purpose only. In the event of any discrepancy
between this translated document and the Japanese original, the Japanese original shall prevail. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
Secu ri t i es Cod e： 49 85
March 7, 2024

(The starting date of the electronic provision system: February 29, 2024)
To Our Shareholders
Katsunori Kawabata
Representative Director
President & CEO
12-1, Kanda Tsukasamachi 2 chome,
Chiyoda-ku, Tokyo

Convocation Notice of the 100th Annual General Meeting of Shareholders
We would like to express our sincere gratitude for your extraordinary support.
Please be advised that the 100th Annual General Meeting of Shareholders will be held as set below.
Earth Corporation (the “Company”) has adopted an electronic provision system regarding the Convocation Notice of the 100th
Annual General Meeting of Shareholders, which is posted on the following website.

Our Website

https://corp.earth.jp/en/ir/stock/meeting/index.html

In addition to the above, the information is also posted on the following website on the Internet.

TSE Website

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the above website, enter/search the name of the Company or securities code, and select “Basic Information” andthen “Documents for Public Inspection/PR Information” to view the information.
You may exercise your voting rights in writing or via the Internet instead of attending the meeting in person. Please review“Reference Documents for the Annual General Meeting of Shareholders” and exercise your voting rights by 5:20 p.m., March 21,2024 (Thursday) (JST).
This Annual General Meeting of Shareholders will be broadcast live via the Internet so that you can view the proceedings fromthe opening to the closing of the meeting from your home.
(NOTE) For the live broadcast above, please access the website at https://sanka55.jp/earth100, and then enter your shareholder number(9 digits) and the zip code (7 digits) of your address registered as of December 31, 2023, into the ID and the password columns
respectively.

3

Details of the Meeting
1. Date and time

March 22, 2024 (Friday), at 10:00 a.m. (JST)The venue opens at 9:00 a.m.

2. Place

2F Hall, Bellesalle Kanda, Sumitomo Fudosan Kanda Building,
7 Kanda-Mitoshirocho, Chiyoda-ku, Tokyo, Japan*Please be aware that we may guide you to the second venue on the 3rd floor in caseseats in the 2nd floor become full.
3. Agenda
Matters to be reported:(1) Report on the business report, the consolidated financial statements, and the results of theaudit of the consolidated financial statements by the Accounting Auditor and Audit &Supervisory Board for the 100th fiscal year (January 1, 2023 to December 31, 2023)(2) Report on the financial statements for the 100th fiscal year (January 1, 2023 to December
31, 2023)
Matters to be voted on:
Proposal

Election of nine (9) Board Directors

Notes on the General Meeting of Shareholders
 In the event of any revision regarding the matters to be provided electronically, we will post the revised information oneach of the websites where they are posted.
 The contents of this Convocation Notice have been disclosed on the Company’s website prior to the dispatch of thisConvocation Notice to provide information earlier.
 In accordance with the laws and regulations and Article 15 of the Articles of Incorporation of the Company, thefollowing matters are excluded from the documents sent to shareholders who requested the delivery of the documents.
The documents are therefore a part of the documents audited by the Audit & Supervisory Board Members and the
Accounting Auditor in preparing the audit report.
・“Matters Concerning the Establishment of Systems to Ensure the Proper Operation of the Company” in the business
reports
・“Consolidated Statements of Changes in Net Assets” and “Tables of Explanatory Notes on Consolidated Financial
Statements” in the consolidated financial statements
・“Statements of Changes in Equity” and “Tables of Explanatory Notes on Unconsolidated Financial Statements” in thefinancial statements
 The results of the resolutions will be posted on the Company’s website and disclosed in the Extraordinary Report after
the General Meeting of Shareholders.
Please note that we will not send you a notice of resolution.
▶ The Company’s website

https://corp.earth.jp/jp/ir/stock/meeting/index.html

4Notice of Convocation
Earth Corporation

SearchReference Documents for the Annual General Meeting of Shareholders[Proposal and Reference Materials]
Proposal: Election of nine (9) Board Directors
As the term of office of all nine (9) Board Directors will expire upon the close of the Annual General Meetingof Shareholders, the Company proposes the election of nine (9) Board Directors. In order to ensure further
diversity of the Board of Directors and strengthen its supervisory function, we are increasing the number of
Outside Directors by one (1).
The candidates for Board Directors are as follows:
CandidateNo.

1

Reappointment

2

Reappointment

Number ofyears served
as a Director(at theconclusion ofthis Meeting)Attendance atmeetings of theBoard ofDirectors

34 years

12 out of 12(100%)

11 years

12 out of 12(100%)

10 years

12 out of 12(100%)

13 years

12 out of 12(100%)

3 years

12 out of 12(100%)

5 years

12 out of 12(100%)

2 years

12 out of 12(100%)

－

－

－

－

－

－

Name
(Age)

Current title
at the Company

Tatsuya Otsuka

Chairman of the(65 years old)

Board
Representative

Katsunori Kawabata

Director &(52 years old)

President
Board Director,

3

Reappointment

Yoshiyuki Furuya

Executive Officer,(61 years old)and Assistant to
President
Board Director

4

Reappointment

Hisaaki Karataki& Highest(67 years old)

Executive
Officer
Board Director

5

Reappointment

Takeshi Shakata& Highest(58 years old)

Executive
Officer

Harold George Meij

6

Reappointment

7

Reappointment

8

New
Appointment

Ruth Marie Jarman

9

New
Appointment

Toshiko Oka(60 years old)

Naoko Mikami(63 years old)

OutsideIndependent

OutsideOutsideOutsideIndependent

Director

Outside(57 years old)

Independent
Outside(60 years old)

Independent

Director

Reappointment: Reappointed Director candidate
Outside: Outside Director candidate
Independent: Independent Director candidate who meets the criteria prescribed by the stock exchange
New Appointment: Newly appointed Director candidate(NOTE) The ages are as of the conclusion of this Meeting.

5

Candidate
No.

Name
(Date of birth)

Brief profile, title, and responsibilities; and significant positions
concurrently held at other companies and organizations
April 1986
January 1990
March 1990
March 1992
March 1994
March 1998
March 2014

1

Number of theCompany’s
shares held

Joined Otsuka Pharmaceutical Co., Ltd.
Joined the Company
Board Director of the Company
Managing Board Director of the Company
President & Executive Managing Board Director of theCompany
President & Representative Director of the Company
Chairman of Board of Directors of the Company (present)
151,400
shares

Tatsuya Otsuka
Date of birth:
May 6, 1958
(65 years old)
Number of years
served as a Director:
34 years
Reappointment[Reasons for nomination as a candidate for Board Director]
Mr. Tatsuya Otsuka has led the management of the Earth Group for many years as Representative Director of theCompany, and has profound knowledge of business management. Currently, as a chairman, in addition to having
constructive discussions and exchanging opinions with other Board Directors, he is striving to strengthen the
supervisory function of the Board of Directors by providing accurate advice on the Company’s business. Accordingly,
to realize the strategy of the Earth Group, which aims for the continuous enhancement of corporate value, bycapitalizing on his abundant experience, we have renominated him as a candidate for Board Director.

Candidate
No.

Name(Date of birth)

Brief profile, title, and responsibilities; and significant positions
concurrently held at other companies and organizations
March 1994
March 2011
March 2013
March 2014
August 2015

2

March 2019
Katsunori Kawabata
Date of birth:
September 15, 1971 March 2021
(52 years old)
Number of Years
Served as a Director:
11 years

Joined the Company
Board Director Status, General Manager of Sales
Headquarters Osaka Office of the Company
Board Director, Director General of Gardening Strategy
Headquarters of the Company
President & Representative Director, Director General of
Gardening Strategy Headquarters of the Company
President & Representative Director, Director General ofMarketing General Strategy Headquarters of the Company
Chairman of the Board of Directors of Bathclin Corp.
(present), President & Representative Director of Earth Pet
Co., Ltd.
Representative Director, President & CEO of the Company(present), Chairman of the Board of Directors of EarthEnvironmental Services Co., Ltd.(present), Chairman of theBoard of Directors of Hakugen Earth Corporation (present),
Chairman of the Board of Directors of Earth Pet Co., Ltd.
(present)

Number of theCompany’s
shares held

82,700sharesReappointment[Reasons for nomination as a candidate for Board Director]
Mr. Katsunori Kawabata has engaged in the overall business management of the Company and the Earth Group as theCompany’s Representative Director. He has consistently demonstrated strong leadership for the development of the
Earth Group by maximizing group synergies and proactively promoting overseas development, emphasizing thecustomer’s perspective. He has also promoted structural reforms in order to strengthen the Board of Directors’ decisionmaking and supervisory functions. Accordingly, to realize the strategy of the Earth Group, which aims for thecontinuous enhancement of corporate value, we have renominated him as a candidate for Board Director.

6

Candidate
No.

Name
(Date of birth)

Brief profile, title, and responsibilities; and significant positions
concurrently held at other companies and organizations

Number of theCompany’s
shares held

March 1985
March 2008

Yoshiyuki Furuya

3

Date of birth:January 19, 1963
(61 years old)
Number of years
served as a Director:
10 years

Joined the Company
Board Director Status, General Manager of Sales Planning
Department, Sales Headquarters of the Company
February 2012 Board Director of Bathclin Corp.
March 2014
Board Director, General Manager of Sales Planning
Department, Sales Headquarters of the Company
September 2014 Board Director of Hakugen Earth Co., Ltd.
January 2015 Board Director of the Company, Director General of Sales
Headquarters of the Company
March 2016
Managing Board Director, Director General of Sales
Headquarters of the Company
March 2018
Board Director & Managing Executive Officer, Director
General of Sales Headquarters of the Company
March 2021
Board Director & Senior Managing Executive Officer,
Assistant President of the Company
March 2023
Board Director, Executive Officer, and Assistant to the
President, in Charge of Overall Management of the Company(Present)

39,600sharesBrief profile, title, and responsibilities; and significant positions
concurrently held at other companies and organizations

Number of theCompany’s
shares held

Reappointment[Reasons for nomination as a candidate for Board Director]
Mr. Yoshiyuki Furuya has consistently engaged in front-line sales activities and activities in the sales planningdepartment since joining the Company. Since January 2015, he has been leading overall activities of the Company’ssales department. After assuming the position of Assistant President in March 2021, he has been working to further
strengthen and enhance the Earth Group’s management foundation. He has contributed to the strengthening of theBoard of Directors’ decision-making and supervisory functions by capitalizing on his wide experience andachievements. Accordingly, to aim for the continuous enhancement of the corporate value of the Earth Group, we haverenominated him as a candidate for Board Director.
Candidate
No.

Name(Date of birth)

March 1979
March 2006

4

Joined the Company
Board Director Status, President & General Manager ofEarth Chemical (Suzhou) Co., Ltd.
March 2011
Board Director of the Company & President of China
Operations
June 2015
Chairman of Earth Chemical (Shanghai) Management Co.,Ltd.
September 2015 Chairman of Earth Chemical (Suzhou) Co., Ltd.
September 2015 Chairman of Earth Chemical (Tianjin) Co., Ltd.
27,500Hisaaki Karataki March 2016
Board Director, Director General of Administration
sharesDate of birth:
Headquarters of the Company
May 8, 1956
July 2017
Audit & Supervisory Board Member of Earth Pet Co., Ltd.
(67 years old)
March 2018
Board Director & Senior Executive Officer, Director General
Number of years
of Administration Headquarters of the Company
served as a Director: March 2021
Board Director & Managing Executive Officer, Director
13 years
General of Administration Headquarters of the Company
March 2023
Board Director & Highest Executive Officer, in charge ofReappointment
Administration, Director General of Administration
Headquarters of the Company (present)[Reasons for nomination as a candidate for Board Director]
Mr. Hisaaki Karataki has engaged in the management of the production divisions of our overseas subsidiaries and ourChinese subsidiaries for many years, and since 2016, he has contributed to the strengthening of our managementfoundation and pursuing operating efficiency as the Director General of Administration Headquarters. He has
contributed to the strengthening of the Board of Directors’ decision-making and supervisory functions by capitalizing
on his wide experience and achievements in domestic and overseas markets. Accordingly, to aim for the continuous
enhancement of the corporate value of the Earth Group, we have renominated him as a candidate for Board Director.

7

Candidate
No.

Name
(Date of birth)

Brief profile, title, and responsibilities; and significant positions
concurrently held at other companies and organizations
April 1988

5

Number of theCompany’s
shares held

Joined Kyushu Sangyo Kotsu Co., Ltd. (currently KYUSHUINDUSTRIAL TRANSPORTATION HOLDINGS CO.,LTD.)
August 1996
Joined Hisamitsu Pharmaceutical Co., Inc.
March 2006
General Manager of West Japan Operations Dept of
Hisamitsu Pharmaceutical Co., Inc.
September 2009 Chairman and President of Hisamitsu Vietnam
Pharmaceutical Co., Ltd.
June 2012
Executive Officer, General Manager of Pharmaceutical andCosmetics Business Division of Hisamitsu PharmaceuticalCo., Inc.
6,800
Takeshi Shakata May 2015
Senior Executive Officer, General Manager ofsharesDate of birth:
Pharmaceutical and Cosmetics Business Division ofApril 27, 1965
Hisamitsu Pharmaceutical Co., Inc.
(58 years old)
May 2019
Managing Executive Officer, General Manager of
Number of years
Pharmaceutical and Cosmetics Business Division ofserved as a Director:
Hisamitsu Pharmaceutical Co., Inc.
3 years
January 2021
Joined the Company
March 2021
Board Director & Managing Executive Officer, Director
Reappointment
General of Sales Headquarters of the Company
March 2023
Board Director & Highest Executive Officer, in charge ofSales and Marketing Division, Director General of Sales
Headquarters of the Company (present)[Reasons for nomination as a candidate for Board Director]
Mr. Takeshi Shakata has been directing the activities of the entire sales division of the Company as Director General of
the Sales Division, and since March 2023, he is engaged in planning and implementation of the Marketing Division. He
has contributed to strengthening the decision-making and supervisory functions of the Board of Directors by utilizing his
abundant of experience and expertise in domestic and overseas markets. In order to continue to enhance the corporate
value of the Earth Group, we have nominated him as a candidate for Board Director.

8

Candidate
No.

Name
(Date of birth)

Brief profile, title, and responsibilities; and significant positions
concurrently held at other companies and organizations
January 1987

6

Number of theCompany’s
shares held

Joined Heineken Japan K.K.
Assistant General Manager of Heineken Japan K.K.
April 1990
Joined Nippon Lever K.K. (currently Unilever Japan K.K.)
Assistant Brand Manager of Nippon Lever K.K.
April 2000
Joined Sunstar Inc.
Executive Officer of Oral Care Division of Sunstar Inc.
September 2006 Joined COCA-COLA (JAPAN) COMPANY, LIMITED
Executive Vice President & General Manager of Marketing
Headquarters of COCA-COLA (JAPAN) COMPANY,
LIMITED
November 2008 Executive Vice President & Chief Customer Officer ofHarold George Meij
COCA-COLA (JAPAN) COMPANY, LIMITED
0
Date of birth:
March 2014
Joined TOMY COMPANY, LTD.
shares
December 4, 1963
Management Advisor of TOMY COMPANY, LTD.
June 2015
Representative Director, President & CEO of TOMY
(60 years old)
COMPANY, LTD.
Number of years
Representative Director, President & CEO of New Japan
served as a Director: May 2018
Pro-Wrestling Co., Ltd.
5 years
March 2019
Outside Director of the Company (present)
November
2020
Advisor of Sanrio Company, Ltd. (present)
Reappointment
April
2021
Outside Director of Alinamin Pharmaceutical Co., Ltd.
Outside(present)
Independent
December 2021 Outside Director of COLOPL, Inc. (present)
April 2022
Outside Director of Panasonic Corporation (present)
February 2024 Outside Director of Kewpie Corporation (present)[Reasons for nomination as a candidate for Outside Director and Summary of the expected role]
Mr. Harold George Meij has appropriately fulfilled his role as an Outside Director in making decisions on importantmanagement matters and supervising business execution from an independent and fair standpoint. He is expected tocontribute to strengthening the supervisory function of business execution and to provide advice and opinions from a
broad perspective on management for medium- to long-term corporate growth, as he has attended all board meetingsand expressed his views based on his profound knowledge and experience in domestic and overseas business
management. Accordingly, we have renominated him as a candidate for Outside Director.

9Candidate
No.

Name
(Date of birth)

Brief profile, title, and responsibilities; and significant positions
concurrently held at other companies and organizations
April 1983
April 2007
January 2010
April 2010
June 2011
June 2012

Naoko Mikami

7Date of birth:
March 12, 1961
(63 years old)
Number of years
served as a Director:
2 years

Reappointment
OutsideIndependent

April 2017
June 2017
June 2019
January 2020

June 2021
March 2022

Joined Ajinomoto Co., Inc.
Visiting Professor, Musashino University
Joined C’BON COSMETICS Co.,Ltd. Senior Manager ofTochigi Plant
Plant Manager of Tochigi Plant of C’BON COSMETICS
Co.,Ltd.
Executive Officer in charge of Production Dept of C’BON
COSMETICS Co.,Ltd.
Board Director in charge of Production Dept of C’BON
COSMETICS Co.,Ltd.
Board Director & Executive Officer in charge of
Administration Division of C’BON COSMETICS Co.,Ltd.
Managing Board Director & Executive Officer of C’BON
COSMETICS Co.,Ltd.
Representative Director & Vice President, Executive Officer
of C’BON COSMETICS Co.,Ltd.
Representative Director & Vice President, Executive Officer
in charge of Product Development Division of C’BON
COSMETICS Co.,Ltd.
Outside Director of Showa Sangyo Co., Ltd. (present)
Outside Director of the Company (present)

Number of theCompany’s
shares held

300
shares[Reasons for nomination as a candidate for Outside Director and Summary of the expected role]
As an outside director of the Company since March 2022, Ms. Naoko Mikami has appropriately fulfilled her roles suchas making decisions on important management matters and supervising business execution from an independent and fairstandpoint. For many years, she has engaged in a wide range of fields, including domestic business management andproduction, and quality assurance. Since she is expected to contribute to strengthening the supervisory function ofbusiness execution and to provide advice and opinions from a wide range of perspectives on management for mediumto long-term corporate growth by leveraging her abundant experience and broad knowledge to provide opinions at theBoard of Directors, we have nominated her as a candidate for Outside Director.

10Candidate
No.

Name
(Date of birth)

Brief profile, title, and responsibilities; and significant positions
concurrently held at other companies and organizations

Number of theCompany’s
shares held

December 1988 Joined Recruit Co., Ltd.,
December 2000 Joined Space Design Inc.,
April 2012CEO of Jarman International KK (present)
June 2012
Director of HRM Association (present)
June 2019
Outside Director of Fujibo Hodings, Inc., (present)
June 2020
Outside Director of KADOKAWA Corp. (present)
June 2023
Director of Japan Association for Women’s Education(present)

Ruth Marie Jarman

8

0
sharesDate of birth:
May 30, 1966
(57 years old)
Number of years
served as a Director:- years

New Appointment
OutsideIndependent[Reasons for nomination as a candidate for Outside Director and Summary of the expected role]
Ms. Ruth Marie Jarman has been involved in a wide range of areas, including management and sales strategies for thecompanies and local governments expanding globally, and support activities for the success of diverse human resources,
through her consulting business, which she represents. She is expected to make advice and opinions for the appropriate
decision making of the Board of Directors and the supervisory function to business execution utilizing her abundant
experience and profound knowledge.Accordingly, we have nominated her as a candidate for Outside Director.

11

Candidate
No.

Name
(Date of birth)

Toshiko Oka
Date of birth:
March 7, 1964
(60 years old)
Number of years
served as a Director:- years

9

Brief profile, title, and responsibilities; and significant positions
concurrently held at other companies and organizations
April 1986
Joined Tohmatsu Touche Ross Consulting Limited
July 2000
Joined Asahi Arthur Anderson Limited
September 2002 Principal of Deloitte Tohmatsu Consulting Co., Ltd.
(currently ABeam Consulting Ltd.)
April 2005
President and Representative Director of Abeam M&A
Consulting Ltd. (currently PwC Advisory LLC)
April 2016
Partner of PwC Advisory LLC
June 2016
Outside Director of Hitachi Metals, Ltd. (currently Proterial,
Ltd.)
June 2018
Outside Director of Sony Corporation (currently Sony Group
Corporation) (present)
June 2019
Outside Director of Happinet CORPORATION (present)
June 2020
Outside Director of ENEOS Holdings, Inc. (present)
April 2021
Professor of Meiji University Graduate School of Global
Business (present)
June 2021
Outside Director of Hitachi Construction Machinery Co.,
Ltd. (present)

Number of theCompany’s
shares held0
sharesNew Appointment
OutsideIndependent[Reasons for nomination as a candidate for Outside Director and Summary of the expected role]
Ms. Toshiko Oka has engaged in a wide range of areas, such as management of companies in Japan, and international
accounting and finance for many years. She is expected to make advice and opinions for the appropriate decision makingof the Board of Directors and the supervisory function to business execution. Accordingly, we have nominated her as a
candidate for Outside Director.
[The facts regarding inappropriate business conduct that occurred while occupying the relevant position in othercompany]
Ms. Toshiko Oka served as an Outside Director of Hitachi Metals, Ltd. (currently Proterial, Ltd.) from July 2016 to July
2021. In April 2020, Hitachi Metals, Ltd. announced that inappropriate business conducts such as submitting inspection
reports with inappropriate numbers to customers for some products of Hitachi Metals, Ltd. and its subsidiary, werediscovered. Ms. Toshiko Oka was not aware of such inappropriate business conducts until such facts were discovered.
However, Ms. Toshiko Oka regularly expressed her opinions from the viewpoint of compliance in the Board of Directors
and the Board of Auditors. After such inappropriate business conducts were discovered, she worked to further strengthen
Hitachi Metals, Ltd.’s governance system by receiving reports on the progress of investigations into the facts and causes,
and customer responses, etc., as well as making proposals on how to prevent recurrence.

[Special Notable Matters Concerning Candidates for Director](Notes)1.

There are no special interests between the candidates for Board Directors and the Company.

2.

Matters regarding independence
Mr. Harold George Meij, Ms. Naoko Mikami, Ms. Ruth Marie Jarman, and Ms. Toshiko Oka fulfill the criteria for Independent
Directors laid down in the regulations of the Tokyo Stock Exchange as well as the Company’s Independence Criteria for Outside
Directors and Outside Audit & Supervisory Board Members.

3.

Summary of liability limitation agreement
The Company has entered into a liability limitation agreement with Mr. Harold George Meij and Ms. Naoko Mikami pursuant
to Article 427-1 of the Companies Act. The maximum amount of liability for damages based on the agreement is the minimum
amount of liability stipulated by the law. In the event that their reappointments are approved, the Company will continue theliability limitation agreement with all of them. In the event that the candidates for the newly appointed outside directors, Ms.
Ruth Marie Jarman and Ms. Toshiko Oka, are appointed as the Company’s Board Member, the Company plans to enter into aliability limitation agreement with the same details as stated in the above liability limitation agreement.

4.

Summary of the contents of Directors and Officers Liability Insurance
The Company has entered into a directors’ and audit & supervisory board members’ liability insurance contract with aninsurance company. The contract will cover damages that the insured person may incur as a result of being held liable for the
performance of his/her duties or receiving a claim related to the pursuit of such liability. The candidates will be included in
the insured persons covered by such insurance contract. The Company plans to renew the contract with the same details at
the next renewal.

12

(Reference) Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members
As part of efforts to strengthen corporate governance, the Company has stipulated the following criteria for assessing theindependence of Outside Directors and Outside Audit & Supervisory Board Members.
1.

A person who has never been a Director (excluding Outside Board Director, the same applies hereinafter), an Audit &Supervisory Board Member (excluding Outside Audit & Supervisory Board Members, the same applies hereinafter), an
Executive Officer, or a Key Employee (hereinafter collectively “Board Director, etc.”) of the Company and its subsidiaries(hereinafter the “Earth Group”).

2.

A person who is not a relative within the second degree of kinship of the Earth Group’s Board Director, etc.

3.

A person who is not among existing Major Shareholders of the Company or a Board Director, etc. thereof, or a Board Director,
etc. of a company where the Earth Group is a Major Shareholder, in the past year.

4.

A person who is not a Board Director, etc. of any Major Transactional Partner of the Earth Group in the past three years.

5.

A person who is not currently a Board Director, etc. of a company that has accepted a Board Director or Audit & Supervisory
Board Member from the Earth Group, or a Board Director, etc. of its parent company or subsidiary.

6.

A person who is not a certified public accountant as the Earth Group’s Accounting Auditor or a partner or employee of anauditing firm as the Earth Group’s Accounting Auditor.

7.

A person who is not a provider of specialized services, including certified public accountants, certified public tax accountants,
lawyers, and various consultants, who has accepted monetary and other property benefits, excluding officer remuneration, of
more than 10 million yen per year from the Earth Group (If the recipient of the benefits is an organization (e.g., a legal entity),a person who does not belong to an organization whereby the total property benefits received from the Earth Group exceeds
2% of the organization’s total annual income).

8.

In addition to the previous items, a person who is deemed to have no special circumstances that may cause a conflict of interest
with the Company, or a person who does not belong to an organization (e.g., a legal entity) deemed as having such a risk.

[Explanatory notes]
1.

“Key Employee” refers to an employee who holds the position of General Manager or a higher position.

2.

“Major Shareholder” refers to one who directly or indirectly holds a number of voting rights that account for at least 10% of
the total voting rights.

3.

“Major Transactional Partner of the Earth Group” refers to a company whereby the amount paid to or received from the EarthGroup in the past fiscal year account for at least 2% of either the Earth Group’s or the transactional partner’s consolidated net
sales.

13

(Reference) Skill Matrix for Directors and Audit & Supervisory Board Members
In order for the Company to achieve sustainable growth and increase its corporate value over the medium to longterm, the skills that the Company’s Directors and Audit & Supervisory Board Member should possess and thereasons for their selection are set forth below.
(i) Skills that are the basis for making decisions on important issues such as management strategy“Management Experience”, “Human Resources & Human Resource Development”, “Legal & Risk
Management”, and “Finance and Accounting”(ii) Deep understandings of and expertise in the Group’s business operations for supervising the execution of duties“Product Development”, “Sales & Marketing”, and “Production & Procurement”(iii) Skills and knowledge to respond to market demands and changes in the business and management environment.
“Global” and “ESG & Sustainability”
The skill matrix of the Board Directors and Audit & Supervisory Board Members if the proposal is approved asoriginally proposed is as follows:

Name

Human
Resources &Management Product
Sales & Production &ESG &Legal & Risk Finance &GlobalHumanExperience Development Marketing Procurement
Sustainability
Management Accounting
Resource
Development

Chairman of the
Board

Tatsuya
Otsuka○○○Representative
Director &President

Katsunori
Kawabata○○○

Board Director

Yoshiyuki
FuruyaBoard Director

HisaakiKarataki

Board Director

TakeshiShakata

Outside Director

HaroldGeorge Meij○○

Outside Director

Naoko
Mikami○○

Outside Director

○

○

○
○

Ruth Marie

○

○

○

○

○

○

○

○

○

○

○

○

○

○
○

Jarman○○○○Outside Director

ToshikoOka

Full-time Audit &Supervisory
Board Member

Yasuhiko
Murayama

Outside Audit &Supervisory
Board Member

Shoji
Kono

○

Outside Audit &Supervisory
Board Member

YukakoIkukawa○-END14