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 toprovide 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 alongsidesociety in the process.
Moving forward, as an essential part of diverse lifestyles for even more people around the world, Earth Groupwill advance together with our customers, society, and shareholders as we contribute to even greater
prosperity and enjoyment 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
the red part of the design protruding to the right expresses the passionate, sincere and energetic corporate spiritof 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 withthe lives 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
to customers 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 yourcontinued patronage.
In 2022, amidst the continuing threat of COVID-19, it was adifficult year for our group since the business performance was
unexpectedly lower than planned due to unexpected changes inthe external environment, including the soaring raw material
prices and sharp exchange rate fluctuations, as well as theshrinkage of the market for insecticide products caused byunseasonable weather conditions.
However, the basic strategies and efforts set forth in our
ongoing medium-term management plan, “Act For SMILE COMPASS 2023-,” have been steadily producing results. In
Japan, we established a new business division aiming to
expand operations to make it a major source of revenue in the
future. Overseas, we started a new business in the Philippines
in 2022, which has been developing steadily. The year 2023 is
the final year of our medium-term management plan. We will
aim for further growth keeping our business speed.
We have moved to the prime market due to the market
restructuring of the Tokyo Stock Exchange. We will strive tocreate corporate value through management that takessustainability into consideration more than ever before.
I sincerely request all shareholders to provide us with yourcontinued support and cooperation.
March 2023
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 9, 2023

To Our Shareholders
Katsunori Kawabata
Representative Director
President & CEO
12-1, Kanda Tsukasamachi 2 chome,
Chiyoda-ku, Tokyo

Convocation Notice of the 99th Annual General Meeting of Shareholders
We would like to express our sincere gratitude for your extraordinary support.
Please be advised that the 99th Annual General Meeting of Shareholders will be held as set below.
The Company has adopted an electronic method of providing the Convocation Notice of the 99th 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 the name of the Company or securities code in the search box, and select “Basic Information”
and “Documents for Public Inspection/PR Information” to view the information.
In order to prevent the spread of COVID-19 infection, you may exercise your voting rights in writing or via the Internet insteadof attending the meeting in person. Please review “Reference Documents for the Annual General Meeting of Shareholders” andexercise your voting rights by 5:20 p.m., March 23, 2023 (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.

Details of the Meeting
1. Date and time

Friday, March 24, 2023, 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*In order to prevent the spread of infection, the number of seats available in the
2nd-floor hall will be significantly reduced compared to previous years for theincreased space between seats. Therefore, please be aware that we may guide you tothe second venue on the 3rd floor.
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 99th fiscal year (January 1, 2022 to December 31, 2022)-3-

(2) Report on the financial statements for the 99th fiscal year (January 1, 2022 to December
31, 2022)
Matters to be voted on:
Proposal (1)Election of nine (9) Board Directors

Proposal (2)Election of two (2) Audit & Supervisory Board Members

Proposal (3)Election of one (1) Substitute Audit & Supervisory Board Member

Proposal (4)Revision of Remuneration Amount for Granting Restricted Stock to Directors (Excluding
Outside 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
on each of the websites where it is posted.
 The contents of this Convocation Notice were disclosed on the Company’s website prior to the dispatch of thisConvocation Notice to provide information earlier.
 The documents sent to you also serve as the documents describing the matters to be provided electronically based on therequest for delivery of the document. In accordance with laws and regulations and Article 15 of the Articles ofIncorporation of the Company, the following matters are excluded. 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
report・“Tables of Explanatory Notes on Consolidated Financial Statements” in the consolidated financial statements
・“Tables of Explanatory Notes on Unconsolidated Financial Statements” of the financial 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/en/ir/stock/meeting/index.html-4-Notice of Convocation
Earth Corporation

SearchReference Documents for the Annual General Meeting of Shareholders
Proposal (1): 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.
The candidates for Board Directors are as follows:
Candidate
No.

1
2

3

Reappointment

Reappointment

Reappointment

Name
(Age)

Current title
at the Company

Tatsuya Otsuka

Chairman of the(64 years old)

Board

Katsunori
Kawabata

Representative(51 years old)

President

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

33 years

12 out of 13(92%)

10 years

13 out of 13(100%)

9 years

12 out of 13(92%)

22 years

13 out of 13(100%)

12 years

13 out of 13(100%)

2 year13 out of 13(100%)

Board Director &Yoshiyuki Furuya

Senior Managing(60 years old)

Executive Officer

45Reappointment

Reappointment

Yoshinori
Kawamura

Board Director &(71 years old)

Executive Officer

Managing

Board Director &Hisaaki Karataki

Managing(66 years old)

Executive Officer

6

Reappointment

Board Director &Takeshi Shakata

Managing(57 years old)

Executive Officer

7

Reappointment

Hideyuki Tamura

8

Reappointment

Harold George
Meij(72 years old)

(59 years old)

9

Reappointment

Naoko Mikami(62 years old)

OutsideIndependent

Outside Director

7 years

13 out of 13(100%)

OutsideIndependent

Outside Director

4 years

13 out of 13(100%)

Outside Director

1 year9 out of 10(90%)

OutsideIndependent

Reappointment: Reappointed Director candidate
Outside: Outside Director candidate
Independent: Independent Director candidate who meets the criteria prescribed by the stock exchange(NOTE1) The age is as of the conclusion of this Meeting.
(NOTE2) Attendance of the Board of Directors meetings of the candidate who has been in office for one (1) year is based on the
period only after her appointment as Director.

-5-Candidate
No.

Name
(Date of birth)

Brief profile, title 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)
148,400
shares

Tatsuya Otsuka
Date of birth:
May 6, 1958
(64 years old)
Number of years
served as a Director:
33 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 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 significant positions
concurrently held at other companies and organizations
March 1994
March 2011
March 2013
March 2014
August 2015

2

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

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

67,300shares[Reasons for nomination as a candidate for Board Director]
Since assuming office as Representative Director, Mr. Katsunori Kawabata has consistently demonstrated strong
leadership for the development of the Group by maximizing Group synergies and proactively promoting overseas
development based on the customer’s perspective. As President & Representative Director, he has also promoted
structural reforms in order to strengthen the Board of Directors’ decision-making and supervisory functions.
Accordingly, to realize the strategy of the Earth Group, which aims for the continuous 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 significant positions
concurrently held at other companies and organizations
March 1985
March 2008

Yoshiyuki Furuya

3

Date of birth:January 19, 1963
(60 years old)
Number of years
served as a Director:
9 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 to the President of the Company (present)

Number of theCompany’s
shares held

32,100sharesReappointment[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 Director and Senior Managing Executive Officer in March 2021, hehas been working to resolve cross-functional issues. 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 sales.
Accordingly, to aim for the continuous enhancement of the corporate value of the Earth Group, we have renominatedhim as a candidate for Board Director.

Candidate
No.

4

Name
(Date of birth)

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

Number of theCompany’s
shares held

February 1976 Joined Otsuka Pharmaceuticals, Co., Ltd.
January 1981
Joined the Company
January 1993
President & CEO of ARS CHEMICAL (THAILAND) CO.,LTD. (currently Earth (Thailand) Co.Ltd.)
October 1999 Board Director Status, General Manager of International
Business Department of the Company
March 2001
Board Director, General Manager of International Business
Department of the Company
March 2010
Managing Board Director, Director General of International
Headquarters of the Company
Yoshinori
35,000March
2018
Board Director & Managing Executive Officer, Director
Kawamura
sharesGeneral of International Strategy Headquarters of theDate of birth:Company
March 12, 1952
January 2020
Board Director & Managing Executive Officer, General(71 years old)Manager of Overseas Management Department of the
Number of years
Company
served as a Director:
March 2020
Board Director & Managing Executive Officer, General
22 years
Manager of Overseas Management Department, in charge ofoverseas business of the Company
Reappointment
October 2022 Board Director & Managing Executive Officer, in charge ofoverseas business of the Company (present)[Reasons for nomination as a candidate for Board Director]
Mr. Yoshinori Kawamura has many years of experience in serving as president of overseas subsidiaries, and inparticular, he has led the Group’s overseas sales activities and contributed to the expansion of the scale of overseas
business. He has contributed to the strengthening of the Board of Directors’ decision-making and supervisory functions
by capitalizing on his wide experience and achievements overseas. Accordingly, to aim for the continuous enhancementof 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 significant positions
concurrently held at other companies and organizations
March 1979
March 2006

Hisaaki Karataki

5

Date of birth:
May 8, 1956
(66 years old)
Number of years
served as a Director:
12 years

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.
March 2016
Board Director, Director General of Administration
Headquarters of the Company
July 2017
Audit & Supervisory Board Member of Earth Pet Co., Ltd.
March 2018
Board Director & Senior Executive Officer, Director Generalof Administration Headquarters of the Company
March 2021
Board Director & Managing Executive Officer, Director
General of Administration Headquarters of the Company(present)

Number of theCompany’s
shares held

22,800sharesReappointment[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 as the Director General of Administration Headquarters. He has contributed to the strengthening of theBoard of Directors’ decision-making and supervisory functions by capitalizing on his wide experience andachievements in Japan and overseas. 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.
Candidate
No.

Name(Date of birth)

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

6

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 Pharmaceutical
2,500
Takeshi Shakata
Co.,
Inc.
sharesDate of birth:
May 2015
Senior Executive Officer, General Manager ofApril 27, 1965
Pharmaceutical and Cosmetics Business Division of(57 years old)
Hisamitsu Pharmaceutical Co., Inc.
Number of years
Managing Executive Officer, General Manager ofserved as a Director: May 2019Pharmaceutical and Cosmetics Business Division of
2 years
Hisamitsu Pharmaceutical Co., Inc.
January
2021
Joined the Company
Reappointment
March 2021
Board Director & Managing Executive Officer, 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 since March 2021. He has contributed to strengthening the decision-making and supervisory functionsof the Board of Directors by utilizing his wealth of experience and expertise. In order to continue to enhance the corporate
value of the Group, we have nominated him as a candidate for Board Director.

-8-

Candidate
No.

Name
(Date of birth)

Brief profile, title and significant positions
concurrently held at other companies and organizations
April 1975

Hideyuki Tamura
Date of birth:January 4, 1951
(72 years old)
Number of years
served as a Director:
7 years

7

Joined HOKKAICAN CO., LTD. (currently HOKKANHOLDINGS LIMITED)
November 1999 General Manager of technology development department of
HOKKAICAN CO., LTD.
March 2000
Director of HOKKAICAN CO., LTD.
June 2004
President & Representative Director of Nitto Seiki Co., Ltd.
October 2005
Director & Executive Operating Officer of HOKKAICAN
CO., LTD.
June 2007
Director of HOKKAN HOLDINGS LIMITED
April 2008
President & CEO of HOKKAICAN CO., LTD.
June 2010
Executive Managing Director of HOKKAN HOLDINGSLIMITED
March 2016
Outside Director of the Company (present)
July 2019
Special Advisor of MATSUNAGA KENSETSU Co., Ltd.
(present)

Number of theCompany’s
shares held

1,400
sharesReappointment
OutsideIndependent[Reasons for nomination as a candidate for Outside Director and Summary of the expected role]
Mr. Hideyuki Tamura has appropriately fulfilled his role, including making crucial management decisions and supervisingbusiness operations from an independent and fair standpoint as an Outside Director. In addition, as he has abundant
experience and extensive knowledge in manufacturing as a business manager and attended all Board of Directors meetings
to express his opinions, he is expected to contribute to strengthening the supervisory function of business execution and toprovide advice and opinions from a wide range of management perspectives on management for midium- to long-term
corporate growth. Accordingly, we have renominated him as a candidate for Outside Director.
[Matters regarding independence]
Mr. Hideyuki Tamura fulfills 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.
Although he is from a company that has transactions with the Company concerning materials, his independence is secured
as the Company’s transactional amount with said company is less than 0.2% of the Company’s consolidated net sales.

-9-Candidate
No.

Name
(Date of birth)

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

Number of theCompany’s
shares held

January 1987

8

Joined Heineken Japan K.K. (currently Heineken Kirin 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
(59 years old)
COMPANY, LTD.
Number of years
Representative Director, President & CEO of New Japan
served as a Director: June 2018
Pro-Wrestling Co., Ltd.
4 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)
December 2022 Advisor of Kewpie Corporation (present)[Reasons for nomination as a candidate for Outside Director and Summary of the expected role]
Mr. Harold George Meij appropriately fulfills 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 wide experience and profound knowledge in domestic and overseas business
management. Accordingly, we have renominated him as a candidate for Outside Director.
[Matters regarding independence]
Mr. Harold George Meij fulfills 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.

- 10 -

Candidate
No.

Name
(Date of birth)

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

Number of theCompany’s
shares held

April 1983
April 2007
January 2010

Joined Ajinomoto Co., Inc.
Visiting Professor, Musashino University
Joined C’BON COSMETICS Co.,Ltd. Senior Manager ofTochigi Plant
April 2010
Plant Manager of Tochigi Plant of C’BON COSMETICS
Co.,Ltd.
June 2011
Executive Officer in charge of Production Dept of C’BON
COSMETICS Co.,Ltd.
June 2012
Board Director in charge of Production Dept of C’BON
COSMETICS Co.,Ltd.
Naoko Mikami
April 2017
Board Director & Executive Officer in charge of100
Date of birth:
Administration Division of C’BON COSMETICS Co.,Ltd.
sharesMarch 12, 1961
June 2017Managing Board Director & Executive Officer of C’BON(62 years old)
COSMETICS Co.,Ltd.
Number of years
June 2019
Representative Director & Vice President, Executive Officer
served as a Director:of C’BON COSMETICS Co.,Ltd.
1 yearJanuary 2020
Representative Director & Vice President, Executive Officer
in charge of Product Development Division of C’BON
Reappointment
COSMETICS Co.,Ltd.
OutsideJune 2021
Senior Advisor of YA-MAN LTD. (present)
Independent
June 2021
Outside Director of Showa Sangyo Co., Ltd. (present)
March 2022
Outside Director of the Company (present)[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 appropriately fulfills roles such as 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 management and production
and quality assurance. Since she is expected to contribute to strengthening the supervisory function of businessexecution and to provide advice and opinions from a wide range of perspectives on management for medium- to longterm corporate growth by leveraging her extensive experience and broad knowledge to provide opinions at the Boardof Directors’ meetings, we have nominated her as a candidate for Outside Director.

9[Matters regarding independence]
Ms. Naoko Mikami fulfills 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.
[Special Notable Matters Concerning Candidates for Director](Notes)1.

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

2.

Summary of liability limitation agreement
The Company has entered into a liability limitation agreement with Mr. Hideyuki Tamura Mr. Harold George Meij, and
Ms. Naoko Mikami pursuant to Article 427-1 of the Companies Act. The maximum amount of liability for damages basedon the agreement is the minimum amount of liability stipulated by the law. In the event that their reappointments areapproved, the Company will continue the liability limitation agreement with all of them.

3.

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 candidate shall be covered bysuch insurance contract. The Company plans to renew the contract with the same details at the next renewal.

- 11 -

Proposal (2): Election of two (2) Audit & Supervisory Board Members
The term of Audit & Supervisory Board Member Yasuhiko Murayama and Yukako Ikukawa will expire upon
the close of the Annual General Meeting of Shareholders, the Company proposes the election of two (2) Audit &Supervisory Board Members.
Audit & Supervisory Board has given its consent to this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
Candidate
No.

Name(Date of birth)

Brief profile, title and significant positions
concurrently held at other companies and organizations
March 1979
April 2005
March 2012
June 2013
March 2018
March 2019

1

Number of theCompany’s
shares held

Joined the Company
General Manager of Audit Office
General Manager of the Management Headquarters Human
Resources Department
Board Director Status, General Manager of the Management
Headquarters Human Resources Department
Executive Officer, General Manager of the Management
Headquarters Human Resources Department
Full-time Audit & Supervisory Board Member of theCompany (present)

Yasuhiko Murayama
Date of birth:
May 23, 1956
(66 years old)
Number of years
served as an Audit &Supervisory Board
Member:4 years

6,200
sharesReappointment[Reasons for nomination as a candidate for Audit & Supervisory Board Member ]Mr. Yasuhiko Murayama has been engaged in the human resources department for many years and has contributed to
the Company’s human resource development. He also has experience in the internal audit department. He attends andactively participates in the Board of Directors meetings and other important meetings and appropriately fulfills his rolein auditing the execution of duties by Board Directors. We believe that this experience can be utilized to strengthen theauditing system of our Group, and we have nominated him as a candidate for Audit & Supervisory Board Member.

- 12 -

Candidate
No.

2

Name
(Date of birth)

Yukako Ikukawa
Date of birth:
April 20, 1974
(48 years old)
Number of years
served as an Audit &Supervisory Board
Member:4 years

Brief profile, title and significant positions
concurrently held at other companies and organizations
April 1997
Joined ORIX Corporation
June 1998
Joined Saito Accounting Office
September 2001 Joined Tadashi Furumoto Certified Public Accounting &Tax Office (currently Deloitte Tohmatsu Tax Co.)March 2003
Registered as Certified Public Tax Accountant
July 2012
Director of Tohmatsu Tax Co. (currently Deloitte Tohmatsu
Tax Co.)October 2015 Head of Yukako Ikukawa Certified Public Tax Accountant
Office (present)
December 2015 Outside Auditor & Supervisory Board Member of Toa ValveEngineering Inc. (currently TVE Co.,Ltd.)
December 2016 Outside Director (Auditor & Supervisory Committee Member)of Toa Valve Engineering Inc. (currently TVE Co.,Ltd.)(present)
June 2018
Representative Partner of KaimanaHila Limited Liability
Company (present)
March 2019
Outside Audit & Supervisory Board Member of theCompany (present)

Number of theCompany’s
shares held

400
sharesReappointment
OutsideIndependent[Reasons for nomination as a candidate for Audit & Supervisory Board Member]Ms. Yukako Ikukawa has expertise as a certified tax accountant and is familiar with corporate taxation. She monitors
the directors and provides suggestions and advice from a fair and neutral standpoint. We believe that she will utilize
her knowledge and experience to strengthen the auditing system of our Group, and have therefore nominated her as a
candidate for Outside Audit & Supervisory Board Member.
[Matters regarding independence]
Ms. Yukako Ikukawa fulfills 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.
[Special notes regarding the candidate for Audit & Supervisory Board Member]
1. There is no special interest between the candidate and the Company.
2. Policies and Procedures for Nominating Candidates for Audit & Supervisory Board Members
Candidates for Audit & Supervisory Board Members are selected on the basis that they will contribute to ensuring the soundand sustainable growth of the Company and the establishment of a corporate governance system that responds to the trust ofsociety, taking into consideration whether they can ensure independence from business executors and maintain a fair andunbiased attitude at all times. The selection is decided by the Board of Directors after obtaining the consent of the Audit &Supervisory Board.
3. Summary of liability limitation agreement
Mr. Yasuhiko Murayama and Ms. Yukako Ikukawa have entered into a liability limitation agreement with the Company.
The maximum amount of liability for damages based on the agreement is the minimum amount of liability stipulated by laws.
In the event that their reappointments are approved, the Company will continue the liability limitation agreement with them.
4. Summary of the contents of the directors’ and Audit & Supervisory Board Members’ liability insurance agreement
The Company has entered into a directors’ and Audit & Supervisory Board Members’ liability insurance agreement with aninsurance company. The agreement will cover damages that the insured person may incur as a result of being held liable forthe performance of their duties or receiving a claim related to the pursuit of such liability. The candidates shall be coveredby the insurance agreement.

- 13 -

[Reference]
The members of the Audit & Supervisory Board after the appointment (tentative)

Reappointment
Incumbent
Reappointment

Name
(age)

Current position in the
Company

Number of years in office as
Audit & Supervisory Board
Member(As of the conclusion of thisAnnual General Meeting of
Shareholders)

Yasuhiko
Murayama(66 years old)

Full-time Audit &Supervisory Board Member

4 years

OutsideIndependent

Outside Audit & Supervisory
Board Member

6 years

OutsideIndependent

Outside Audit & Supervisory
Board Member

4 years

Shoji Kono
(66 years old)
YukakoIkukawa(48 years old)

- 14 -

Proposal (3): Election of one (1) Substitute Audit & Supervisory Board Member
The election of Mr. Tsuyoshi Takada as a Substitute Audit & Supervisory Board Member elected at the 95th
Annual General Meeting of Shareholders will be effective until the commencement of this General Meeting of
Shareholders. Therefore, the Company proposes the election of one (1) Substitute Audit & Supervisory Board
Member again in preparation for the event of a shortage in the number of Audit & Supervisory Board Member
stipulated by law.
The appointment of a Substitute Audit & Supervisory Board Member shall be effective only prior to hisassumption of office as an Audit & Supervisory Board Member, and such appointment may be revoked by aresolution of the Board of Directors with the consent of the Audit & Supervisory Board.
Audit & Supervisory Board has given its consent to this proposal.
The candidate for Substitute Audit & Supervisory Board Members is as follows:
Candidate
No.

Name(Date of birth)

Brief profile, title and significant positions
concurrently held at other companies and organizations
April 2000
May 2007June 2015
January 2016
March 2020
March 2021

June 2022

Number of theCompany’s
shares held

Registered as an attorney
Outside Audit & Supervisory Board member of The
Maruetsu, Inc.(present)
Outside Director of Topre Corporation (present)
Representative Partner, Wadakura Gate Law Office (present)
Outside Director of IP Dream Inc. (present)
Outside Director (Audit & Supervisory Committee Member)and Chairman of the Nomination and Compensation
Committee of Noritsu Koki Co., Ltd. (present)
Outside Director of OpenDoor Inc. (present)0
shares1

Tsuyoshi Takada
Date of birth:
July 28, 1972
(50 years old)
OutsideIndependent[Reasons for nomination as a candidate for Substitute Audit & Supervisory Board Member]
Mr. Tsuyoshi Takada has extensive knowledge of corporate legal affairs as an attorney-at-law, and we believe that hewill contribute his knowledge and other skills to the Company’s auditing system. Accordingly, we have nominated him
as a candidate for Substitute Audit & Supervisory Board Member.
[Matters regarding independence]
Mr. Tsuyoshi Takada fulfills 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.

- 15 -

[Special notes regarding the candidate for Substitute Audit & Supervisory Board Member]
1. There is no special interest between the candidate and the Company.
2. Summary of liability limitation agreement
After his election, Mr. Tsuyoshi Takada will enter into a liability limitation agreement with the Company pursuant to Article
427, Paragraph 1 of the Companies Act at the time of his appointment as an Audit & Supervisory Board Member.
The maximum amount of liability for damages based on the agreement is the minimum amount of liability stipulated by thelaw.
3. Summary of the contents of the directors’ and Audit & Supervisory Board Members’ liability insurance agreement
The Company has entered into a directors’ and Audit & Supervisory Board Members’ liability insurance agreement with aninsurance company. The agreement will cover damages that the insured person may incur as a result of being held liable forthe performance of their duties or receiving a claim related to the pursuit of such liability. The candidates shall be coveredby the insurance agreement.

- 16 -

Proposal (4): Revision of Remuneration Amount for Granting Restricted Stock to Directors (Excluding Outside
Directors)
At the 97th Annual General Meeting of Shareholders held on March 26, 2021, the Company resolved that theamount of remuneration for directors of the Company shall be limited to an annual amount of one (1) billion yen(excluding, however, employee salaries for directors who are also employees of the Company. Hereinafter referred
to as “Monetary Remuneration Limit”). At the 94th Annual General Meeting of Shareholders held on March 23,
2018, it was resolved to grant monetary claims of up to 150 million yen per year (hereinafter referred to as the“Stock Remuneration Limit”) to directors (excluding Outside Directors) as remuneration for the grant of restricted
stock (up to 20,000 shares of common stock per fiscal year), separately from the Monetary Remuneration Limit.
In addition, at the 98th Annual General Meeting of Shareholders held on March 25, 2022, it was resolved torevise the transfer restriction period of the aforementioned restricted stock from “a period of three (3) to five (5)years from the date of allotment under this Allotment Agreement, as determined in advance by the Board of
Directors of the Company” to “from the date of allotment under this Allotment Agreement to the date on which thedirector of the Company loses his/her position as director of the Company or its subsidiary or other position
determined by the Board of Directors of the Company.”
The Company needs to respond to the social and environmental changes required in recent years, including theSDGs (Sustainable Development Goals). As an incentive to actively develop new businesses while minimizing
losses caused by such changes and thereby further improving the long-term corporate value of the Company, theCompany proposes to increase the Stock Remuneration Limit to directors (excluding Outside Directors) by up to
400 million yen per year (up to 40,000 shares of common stock per fiscal year). The details of the restricted stock
remain unchanged as described in [Summary of the Details of the Restricted Stock] below.
The increase in the amount of the Stock Remuneration Limit under this proposal has been determined inconsideration of the aforementioned objectives, the Company’s business conditions, the Company’s Policy
Regarding the Determination of the Content of Individual Remuneration, etc. for each director of the Company (ifthis proposal is approved, such policy will be changed to the content described in the [Reference] column below to
be consistent with the content approved by the shareholders), and other various circumstances. The Company
believes that the decision has been made in consideration of various other circumstances and is appropriate. The
Company has six (6) directors (excluding Outside Directors).

- 17 -

[Summary of the Details of the Restricted Stock](1) Period of Restricted Transfer
During the period between the date of allotment and the date of loss of the position of director of theCompany or its subsidiary or other position determined by the Board of Directors (such position is hereinafterreferred to as “Director, etc.”, and such period is hereinafter referred to as the “Transfer Restriction Period”),
the subjected director shall not transfer, create a security interest in, or otherwise, dispose of (hereinafterreferred to as the “Restriction on Transfer”) the shares of common stock of the Company allotted under the
Allotment Agreement (hereinafter referred to as the “Allotted Shares”).
(2) Release of Transfer Restriction
Subject to the condition that the subjected director continues to be Director, etc., of the Company or its
subsidiary for a period to be separately determined by the Board of Directors of the Company (hereinafterreferred to as the “Service Period”), the Restriction on Transfer of all of the Allotted Shares shall be released
upon the expiration of the Transfer Restriction Period. However, in the event that such subjected director
retires from the office of Director, etc., of the Company or its subsidiary before the expiration of the Service
Period due to expiration of his/her term of office, death or other justifiable reason, the number of the Allotted
Shares to be released from the Restriction on Transfer and the timing of release of the Restriction on Transfer
shall be reasonably adjusted as necessary.
(3) Handling in the event of organizational restructuring, etc.
Notwithstanding the provisions of (1) above, in the event that a merger agreement in which the Company
becomes a disappearing company, a share exchange agreement or share transfer plan in which the Company
becomes a wholly owned subsidiary, or other matters related to organizational restructuring, etc., are approved
at a general meeting of shareholders (or the Board of Directors meeting in cases where it does not requireapproval at a general meeting of the Company’s shareholders) during the Transfer Restriction Period, theCompany may, by resolution of the Board of Directors, the Board of Directors may, by its resolution, release the
Restriction on Transfer for a reasonably determined number of the Allotted Shares prior to the effective date ofsuch restriction, etc..
(4) Retrieval without consideration
The Company shall automatically retrieve without consideration the Allotted Shares for which the Restriction
on Transfer has not yet been released as of the time immediately after the release of the Restriction on Transfer
pursuant to the provisions of (2) or (3) above.
(5) Others
Other matters concerning the Allotment Agreement shall be determined by the Board of Directors of theCompany.

- 18 -

[Reference]
The following is a summary of the Company’s new executive compensation plan if Proposal 4 of this Annual
General Meeting of Shareholders is approved as proposed.
1. Basic Policy on Remuneration for Directors
In order to continuously increase corporate value, the Company shall maintain a standard of remuneration
appropriate for securing excellent human resources and shall establish a remuneration system that incorporates
short-term incentives linked to business performance (performance-based bonuses) and long-term incentives
linked to shareholders’ interests (transfer restricted stock remuneration). When determining the remuneration ofindividual directors, the Company will set the appropriate standard based on the responsibilities of each position.
2. Policy Regarding the Determination of the Content of Individual Remuneration (including Policy on the
Determining the Timing and Conditions for Granting Remuneration)
The basic remuneration for the Company’s directors shall be determined on an annual basis in consideration of
the Company’s business performance and the standard of employee salaries in accordance with their positions andresponsibilities and shall be paid each month. Outside Directors shall receive only basic remuneration.
3. Policy on Determining the Amount of Performance-based Remuneration by Individual (including Policy on the
Determining the Timing and Conditions of Granting Remuneration and Policy on determining the Percentage of
the Amount of Remuneration by Individual)
In order to raise awareness of improving business performance each fiscal year, the Company shall pay a
performance-based bonus to directors, excluding Outside Directors, in an amount calculated based on the degreeof achievement of the consolidated operating income target for each fiscal year (total amount not exceeding 300
million yen) in cash at a certain time each year after the performance index for the relevant fiscal year isdetermined; provided, however, that performance-based bonus shall not be paid if consolidated operating income
and net income attributable to shareholders of the parent company for the relevant fiscal year are fifty present(50%) or less of the target.
The amount of the performance-linked bonus to be paid to each director shall be set so that it ranges from zero(0) to thirty percent (30%) of basic remuneration, taking into consideration the percentage of achievement of both
the Company’s performance and each director’s individual performance against targets.
Target values for each performance indicator shall be set at the time of formulating the management plan foreach fiscal year, and shall be reviewed in consultation with the Outside Directors in response to significant changes
in the environment, such as business transfers or acquisition of subsidiaries through stock acquisitions.
4. Policy on Determining the Amount of Remuneration by Individual with Respect to Non-Monetary Remuneration(including Policy on the Determining the Timing and Conditions of Granting Remuneration and Policy on
determining the Percentage of the Amount of Remuneration by Individual)
In order to raise awareness of enhancing corporate value over the long term, the Company shall grant restricted
stock to directors, excluding Outside Directors, as stock-based remuneration up to a maximum of 400 million yen
per year (up to 40,000 shares of common stock per fiscal year).
With respect to the ratio of stock-based remuneration to the amount of remuneration, the Board of Directors
shall resolve the number of restricted stock allotment for each director in the range of zero (0) to fifty percent(50%) of basic remuneration, based on consultation by the Nomination and Compensation Committee, which
consists of Outside Directors, President and Representative Director, and Directors in charge of human resources.
The Allotment Agreement pertaining to the restricted stock to be entered into between the Company and the
Directors subscribing to the common stock shall include the following details:(i)
The Transfer Restricted Period shall be from the date of allotment to the date on which a person loses
his/her position as a director of the Company or its subsidiary or any other position determined by the
Board of Directors (hereinafter referred to as “Director, etc.”). The Restriction on Transfer of the allottedshares shall be, in principle, released upon the expiration of the Transfer Restriction Period.
(ii) In the event that the subjected director retires from the office of Director, etc. of the Company or its subsidiary- 19 -

due to expiration of his/her term of office, death or other justifiable reason prior to the end of the Annual
General Meeting of Shareholders for the fiscal year to which the date of allocation belongs, the number ofshares to be released from the Restriction on Transfer and the time when the Restriction on Transfer are
released shall be reasonably adjusted as necessary.
(iii) The Company shall automatically retrieve the allotted shares for which the Restriction on Transfer has not yet
been released without compensation at the time immediately after the release of the Restriction on Transfer inaccordance with (i) or (ii) above.
5. Matters Relating to Delegation of Authority to Determine Individual Director’s Remuneration
The amount of remuneration for each individual director and other details shall be delegated to the President
and Representative Director for his/her decision. The amount of each director’s basic remuneration and theevaluation and allocation of each director’s performance-based bonus shall be the content of the delegation
authority. To ensure that such authority is properly exercised, the President and Representative Director shallreport to the Board of Directors the results of consultations with the Nomination and Compensation Committee,
which consists of the Outside Director, the President and Representative Director, and the director in charge ofhuman resources.
-END-- 20 -

(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.

- 21 -

(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”

Name

Chairman of the
Board
Representative
Director &President

Tatsuya Otsuka

○

○

○

Katsunori
Kawabata○○○

Board Director

Yoshiyuki Furuya

Board Director

Yoshinori
Kawamura

Board Director

Hisaaki Karataki

Board Director

Takeshi Shakata

Outside Director

Hideyuki Tamura

Outside Director

Harold George
Meij

Outside Director

Naoko Mikami

Full-time Audit &Supervisory
Board Member
Outside Audit &Supervisory
Board Member
Outside Audit &Supervisory
Board Member

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

○

○
○
○

○
○
○
○

○
○
○

○
○
○

○

○

○

○

○

○

○
○

○

Yasuhiko
Murayama
Shoji Kono○

Yukako Ikukawa

○
-END-

- 22 -