Press Release

Notice regarding the Expansion of Business Development in the Philippines
September 7, 2021
Listed exchanges: Tokyo

Listed company name: Earth Corporation

Code: 4985

URL

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

Representative Director: Katsunori Kawabata, President & Representative Director

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

Tel: +81-3-5207-7458

Earth Corporation hereby announces that it has concluded a share transfer agreement and acorresponding contingency contract following a decision from its Board of Directors approving variousprocedures related to the following acquisitional transactions, which target business expansion in thePhilippines. Earth Corporation’s Board of Directors came to this decision during a meeting held on
September 7, 2021.
1.

SummaryUnder its current medium-term management plan, “Act For SMILE -COMPASS 2023-” , the Earth
Corporation group is emphasizing expansion of its earnings base in Asia as one of its mostimportant strategies while accordingly aiming to further develop its business in Southeast Asia.
Within this region, the Philippines offers a particularly attractive market with the potential for futureexpansion, in part because the nation is projected to achieve growth in terms of both its populationand economy moving forward and in part because demand for insecticides and repellents (EarthCorporation’s core business category) in the Philippines is growing annually.
With the aim of accelerating business development in the Philippines, Earth Corporation held
business negotiations with Neumann & Mueller Philippines, Inc. (NMPI) while conducting a wide
variety of research with the primary aim of establishing bases and sales channels. As a result ofthese efforts, the two parties came to an agreement under which Earth Corporation will acquire
66.7% of shares in a new sales company (“the new company”) that will be established in thePhilippines and inherit NMPI businesses associated with the sale of goods such as insecticides
and repellents, household products, and pet care products. In accordance with this decision, Earth
Corporation concluded both a share transfer agreement and a corresponding contingency contract
with NMPI shareholders on September 7, 2021. The businesses that NMPI will transfer to the newcompany have continued to demonstrate high rates of growth during the recent COVID-19pandemic. However, following the transactions associated with the agreement and contract recently
concluded with NMPI, Earth Corporation will attempt to achieve further growth resulting in a1/2

business scale of several billion JPY by generating synergy between these businesses andlaunches of new products in the Philippines. Five years after the completion of these transactions,
Earth Corporation plans to acquire all remaining shares in the new company, converting it into awholly owned subsidiary.
Earth Corporation will release further details regarding this matter once all related procedures havebeen completed.
2.

NMPI Profile

1.
2.

Company name:Location:

3.
4.

Name and title ofrepresentative
Business description

5.

Capital

6.
7.

Established:
Major shareholders
and their shareholdings
Relationships withEarth Corporation

8.

3.

Neumann & Mueller Philippines, Inc.
Unit 2106 Atlanta Centre, 31 Annapolis Street,Greenhills, San Juan City, Philippines
Abel C. Manliclic, Managing Director
Sale of insecticides and repellents, household products, pet careproducts, etc.
PHP2.2mn (the new company is expected to hold capital ofPHP161.5mn)
March 12, 2003
•Abel C. Manliclic—13,916 shares (63.25%)•Plus five other shareholders
CapitalNo capital relationships worthy of disclosure exist
relationships between Earth Corporation and NMPI or between
related parties and affiliated companies
associated with the former and related parties andaffiliated companies associated with the latter.
Personal
No personal relationships worthy of disclosure
relationships exist between Earth Corporation and NMPI or
between related parties and affiliated companies
associated with the former and related parties andaffiliated companies associated with the latter.
BusinessEarth Corporation outsources product sales in therelationships Philippines to NMPI.

Future Outlook

This matter will have negligible impact on the consolidated financial results of the Earth Corporationgroup in the fiscal year ending December 2021.

Note: The above forecast of financial results is based on certain information available to the Company atthe time of announcement, and actual operating results may differ from the forecast due to variousfactors.

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