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.
The threat posed by the COVID-19 is still unresolved, as
new mutations have been created, and it has had a serious
impact on the health and livelihood of everyone, as well as
the global economy. Despite this situation, thanks to the
support of our shareholders, our group surpassed 200 billion
yen in sales for the first time in the history of our group andposted a record net income. I wish to express my heartfelt
gratitude to our shareholders.
In the mid-term management plan "Act For SMILE COMPASS 2023-" that we are currently implementing, we
will continue to invest in expanding our business in Asia,
developing new businesses such as MA-T, and strengthening
our IT infrastructure. At the same time, with a strong
awareness of sustainability, we aim to achieve further growthby creating value that is beneficial to society.
The environment surrounding our group continues to be
unpredictable due to such factors as the recent sharp rise in
raw material prices. However, we will continue to provide
products and services useful in people's lives by responding
to daily changes no matter what the environment might be.
I sincerely request all shareholders to provide us with yourcontinued support and cooperation.
March 2022
Katsunori Kawabata
Representative Director, President & CEO
Earth Corporation

(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.
Secu rit ies Cod e ：4985
M a rc h 8 , 2 0 2 2

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

Convocation Notice of the 98th Annual General Meeting of Shareholders
We would like to express our sincere gratitude for your extraordinary support.
Please be advised that the 98th Annual General Meeting of Shareholders will be held as set below.
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 the accompanying “Reference Documents for the Annual General Meeting of
Shareholders” and exercise your voting rights by 5:20 p.m., March 24, 2022(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

March 25, 2022, (Friday) at 10:00 a.m. (JST)Receptions 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 2ndfloor hall will be significantly reduced compared to previous years for the increased
space between seats. Therefore, please be aware that we may guide you to thesecond 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
the audit of the consolidated financial statements by the Accounting Auditor and Audit& Supervisory Board for the 98th fiscal year (January 1, 2021 to December 31, 2021)(2) Report on the financial statements for the 98th fiscal year (January 1, 2021 to December
31, 2021)
Matters to be voted on:
Proposal (1)Partial Amendment to the Articles of Incorporation

Proposal (2)Election of nine (9) Board Directors

Proposal (3)Revision of the Period of Restriction on Transfer of Shares under the Stock Remuneration
Plan for Directors (excluding Outside Directors)-END-

Reference Documents for the Annual General Meeting of
Shareholders[Proposals and Reference]
Proposal (1): Partial Amendment to the Articles of Incorporation
1.

Reason for the Amendment
The amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the “Act for
Partial Amendment of the Companies Act” (Act No. 70 of 2019) will come into effect on September 1, 2022.
Accordingly, in preparation for the introduction of a system for providing materials for general meetings ofshareholders electronically, the Articles of Incorporation of the Company shall be amended as follows.

(1) Article 15, Paragraph 1 of the proposed amendment provides that the Company shall takemeasures to provide electronically the information that is the content of the reference documents
for the general meeting of shareholders and other documents.
(2) Article 15, Paragraph 2 of the proposed amendment provides the limitation of the scope ofmatters to be included in the documents to be delivered to shareholders who have requested thedelivery of documents.
(3) The provision of Internet disclosure and the provision on the deemed provision of reference
documents for general meetings of shareholders and other documents (Article 15 of the current
Articles of Incorporation) will be deleted since it is no longer necessary.
(4) Supplementary provisions regarding the effective date and others will be established inaccordance with the establishment and deletion of the above.

2. Details of the Amendment
The details of the amendment are as follows.
Current Articles of Incorporation
Chapter 3 General Meeting of Shareholders(Internet disclosure of reference documents for general
meetings of shareholders, etc. and deemed provision)
Article15 The Company may, in convening a general
meeting of shareholders, deem to have provided
shareholders with information pertaining to mattersto be stated or indicated in the reference documents
for the general meeting of shareholders, business
report, financial statements, and consolidated
financial statements by disclosing such information
via the Internet in accordance with Ministry ofJustice Order.

(Underlines indicate amendments.)
Proposed Amendment
Chapter 3 General Meeting of Shareholders(Deleted)(Newly established)(Electronic Provision of Information, etc.)
Article15 In convening a general meeting of shareholders,the Company shall take measures to provide
electronically the information contained in thereference documents for the general meeting ofshareholders and other documents.
2
The Company may decide not to include all or partof the matters for which electronic provision
measures are to be taken that are specified in the
Ministry of Justice Order in the documents to bedelivered to shareholders who have requested thedelivery of documents by the record date for voting
rights.

(Newly established)(Supplementary Provisions)
1. The deletion of Article 15 of the Articles ofIncorporation before the amendment (Internet
disclosure of reference documents for general
meetings of shareholders, etc. and deemed
provision) and the establishment of Article 15 of the
Articles of Incorporation after the amendment(Electronic Provision of Information, etc.) shallbecome effective as of September 1, 2022.
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 of the Articles ofIncorporation
beforeamendment(Internet
disclosure of reference documents for general
meetings of shareholders, etc. and deemed
provision) shall remain in effect for general
meetings of shareholders to be held on or before thelast day of February 2023.
3. These Supplementary Provisions shall be deleted
after March 1, 2023 or the day three (3) months after
the date of the general meeting of shareholders set
forth in the preceding paragraph, whichever is later.

Proposal (2): 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 further strengthen
corporate governance, the Company proposes to increase the number of Outside Directors by one (1).
The candidates for Board Directors are as follows:
CandidateNo.

1

Reappointment

2

Reappointment

3

Reappointment

Name
(Age)

Current title
at the Company

Tatsuya Otsuka

Chairman of the(63 years old)

Board

Katsunori
Kawabata

Representative(50 years old)

President

Director &Number ofyears served
as a Director(at the closeof thisMeeting)

32 years

9 out of
11(82%)

9 years

11 out of
11(100%)

8 years

11 out of
11(100%)

21 years

11 out of
11(100%)

11 years

11 out of
11(100%)

1 year8 out of 9(89%)

6 years

11 out of
11(100%)

3 years

11 out of
11(100%)－－

Board Director &Yoshiyuki Furuya

Senior Managing(59 years old)

Executive Officer

45Reappointment

Reappointment

Yoshinori
Kawamura

Board Director &(70 years old)

Executive Officer

Managing

Board Director &Hisaaki Karataki

Managing(65 years old)

Executive Officer

6

Reappointment

Number of
Meetings ofthe Board of
Directors
Attended(%)

Board Director &Takeshi Shakata

Managing(56 years old)

Executive Officer

7

Reappointment

8

Reappointment

Hideyuki Tamura(71 years old)

Harold George
Meij(58 years old)

9New
Appointment

Naoko Mikami(61 years old)

OutsideIndependent

Outside Board

OutsideIndependent

Outside Board

OutsideIndependent

Director

Director－

Reappointment: Reappointed Director candidate
New Appointment: Newly appointed 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 at the Board of Directors meetings of candidates who have been in office for one (1) year is included only after
their appointment as Directors.

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)
146,400
shares

Tatsuya Otsuka
Date of birth:
May 6, 1958
(63 years old)
Number of years
served as a Director:
32 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. Since March 2014, as Chairman, in addition tohaving constructive discussions and exchanging opinions with other Board Directors, he strived 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, by capitalizing 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
(50 years old)
Number of Years
Served as a Director:
9 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

57,400shares[Reasons for nomination as a candidate for Board Director]
Since assuming office as Representative Director in March 2014, 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 ofcorporate value, 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 1985
March 2008

Yoshiyuki Furuya

3

Date of birth:January 19, 1963
(59 years old)
Number of years
served as a Director:
8 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

28,700sharesReappointment[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 had been leading overall activities of the Company’ssales department. Since his appointment as Director and Senior Managing Executive Officer in March 2021, 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 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
February 1976
January 1981
January 1993
October 1999
March 2001
March 2010

Yoshinori
Kawamura
4

Date of birth:
March 12, 1952
(70 years old)
Number of years
served as a Director:
21 years

Reappointment

March 2018

January 2020

March 2020

Joined Otsuka Pharmaceuticals, Co., Ltd.
Joined the Company
President & CEO of ARS CHEMICAL (THAILAND) CO.,LTD.
Board Director Status, General Manager of International
Business Department of the Company
Board Director, General Manager of International Business
Department of the Company
Managing Board Director, Director General of International
Headquarters of the Company
Board Director & Managing Executive Officer, Director
General of International Strategy Headquarters of theCompany
Board Director & Managing Executive Officer, General
Manager of Overseas Management Department of theCompany
Board Director & Managing Executive Officer, General
Manager of Overseas Management Department, in charge ofoverseas business of the Company (present)

Number of theCompany’s
shares held

34,300shares[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
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
March 1979
March 2006

Hisaaki Karataki

5

Date of birth:
May 8, 1956
(65 years old)
Number of years
served as a Director:
11 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

19,700sharesReappointment[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 directed the Administration Division, contributing to thestrengthening of our management foundation. 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 Japan andoverseas. 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)

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 Pharmaceutical100
Takeshi Shakata
Co.,
Inc.
sharesDate of birth:
May 2015
Senior Executive Officer, General Manager ofApril 27, 1965
Pharmaceutical and Cosmetics Business Division of(56 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
1 yearHisamitsu 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 engaged in domestic and overseas sales and management at Hisamitsu Pharmaceutical Co., Inc.
for many years and 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 thecorporate value of the Group, we have nominated 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 1975

Hideyuki Tamura
Date of birth:January 4, 1951
(71 years old)
Number of years
served as a Director:
6 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 Board Director of the Company (present)
July 2019
Special Advisor of MATSUNAGA KENSETSU Co., Ltd.
(present)

Number of theCompany’s
shares held

1,200
sharesReappointment
OutsideIndependent[Reasons for nomination as a candidate for Outside Board Director and Outline of the expected role]
Mr. Hideyuki Tamura has appropriately fulfilled his role, including making crucial management decisions andsupervising business operations from an independent and fair standpoint as an Outside Board Director. In addition, as hehas 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 ofbusiness execution and to provide advice and opinions from a wide range of management perspectives. Accordingly, we
have renominated him as a candidate for Outside Board 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 issecured as the Company’s transactional amount with said company is less than 0.2% of the Company’s consolidated net
sales.

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

9

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
Harold George Meij November 2008 Executive Vice President & Chief Customer Officer of0Date of birth:
COCA-COLA (JAPAN) COMPANY, LIMITED
shares
December 4, 1963
March 2014
Joined TOMY COMPANY, LTD.
Management Advisor of TOMY COMPANY, LTD.
(58 years old)
June 2015
Representative Director, President & CEO of TOMY
Number of years
COMPANY, LTD.
served as a Director:
June 2018
Representative Director, President & CEO of New Japan
3 years
Pro-Wrestling Co., Ltd.
March 2019
Outside Board Director of the Company (present)
Reappointment
November
2020
Advisor of Sanrio Company, Ltd. (present)
OutsideMarch
2021
Advisor of Panasonic Corporation (present)
Independent
April 2021
Advisor of Alinamin Pharmaceutical Co., Ltd. (present)
December 2021 Advisor of COLOPL, Inc. (present)[Reasons for nomination as a candidate for Outside Board Director and Outline 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 toprovide various advice and opinions regarding management for the Company to achieve medium- to long-term
growth based on his wide experience and profound knowledge in domestic and overseas business management.
Accordingly, we have renominated him as a candidate for Outside Board 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.

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.
0
April 2017
Board Director & Executive Officer in charge of
Naoko Mikami
sharesAdministration
Divisionof
C’BON
COSMETICS
Co.,Ltd.
Date of birth:
June 2017Managing Board Director & Executive Officer of C’BON
March 12, 1961
COSMETICS Co.,Ltd.
(61 years old)
June 2019
Representative Director & Vice President, Executive Officer
of C’BON COSMETICS Co.,Ltd.
New Appointment January 2020
Representative Director & Vice President, Executive Officer
Outsidein charge of Product Development Division of C’BON
Independent
COSMETICS Co.,Ltd.
June 2021
Senior Advisor of YA-MAN LTD. (present)
June 2021
Outside Director of Showa Sangyo Co., Ltd. (present)[Reasons for nomination as a candidate for Outside Board Director and Outline of the expected role]
For many years, Ms. Naoko Mikami has engaged in a wide range of fields, including domestic management andproduction and quality assurance. Since she is expected to provide advice and opinions on appropriate decisionmaking by the Board of Directors and strengthen the management supervision function by leveraging her extensive
experience and broad knowledge, we have nominated her as a candidate for Outside Board 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.
2.

There are no special interests between the candidates for Board Directors and the Company.
Outline of liability limitation agreement
・ The Company has entered into a liability limitation agreement with Mr. Hideyuki Tamura and Mr. Harold George Meijpursuant 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, theCompany will continue the liability limitation agreement with both of them.
・ The Company will enter into a liability limitation agreement with Ms. Naoko Mikami in accordance with the provisionsof Article 427, Paragraph 1 of the Companies Act after her appointment is approved. The maximum amount of liability
for damages based on the agreement is the minimum amount of liability stipulated by the law.
3. Outline 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 forthe performance of his/her duties or receiving a claim related to the pursuit of such liability. The candidate shall be coveredby such insurance contract. The Company plans to renew the contract with the same details at the next renewal.

Proposal (3): Revision of the Period of Restriction on Transfer under the Stock Remuneration Plan for Directors(excluding Outside Directors)

The Company proposes the approval to revise the period of restriction on transfer in the determination of
remuneration for the grant of shares with restriction on transfer, which was approved at the 94th Annual
General Meeting of Shareholders held on March 23, 2018.
At the 94th Annual General Meeting of Shareholders, the Company obtained approval for providing
remuneration for granting shares with restrictions on transfer to the Company’s directors (excluding outside
directors. Hereinafter referred to as “Subject Director(s)”) to provide incentives for the sustainableenhancement of the Company’s corporate value and promote further value sharing with shareholders. Based on
the assumption that the Company and Subject Director will conclude an allotment agreement (hereinafterreferred to as the “Allotment Agreement”) for shares with restrictions on transfer, the restriction period wasapproved as “a period to be determined in advance by the Board of Directors of the Company between three(3) years and five (5) years from the date of allotment under the Allotment Agreement.”
The Company now proposes to revise the period of restriction on transfer to “from the date of allotment
under the Allotment Agreement to the date of loss of the position of director of the Company or its subsidiaryor other position determined by the Board of Directors of the Company” in order to further increase thewillingness of Subject Directors to contribute to the sustainable enhancement of the corporate value of theCompany by holding the shares with restrictions on transfer until the time of their retirement, and to realize thesharing of value with the shareholders for as long as possible. The Company also proposes amendments to thecontents of the Allotment Agreement in accordance with the revision of the restriction period.
The proposals approved at the 94th Annual General Meeting of Shareholders and the maximum amount of
remuneration, the total number of shares of the Company’s common share to be issued or disposed of, andother terms and conditions of the grant of shares of the Company’s common share with restrictions on transfer
to Subject Directors under the proposals have been determined considering the purposes above, the Company’sbusiness conditions, the Company’s policy for determining the content of individual Board Directors’
remuneration (In the event that this proposal is approved, the Company will change the policy to the one
described in the “Reference” column below so that it will be consistent with the content above.), and various
other circumstances. Accordingly, the Company regards those proposals are appropriate.
The revision above will apply to shares with restrictions on transfer to be granted in the future and will not
apply to shares that have already been granted. In addition, there are currently nine (9) Board Directors(including two (2) Outside Directors). In the event that Proposal 2, “Election of Nine (9) Board Directors,” isapproved as proposed, the number of Board Directors will be nine (9) (including three (3) Outside Directors).

[Summary of the contents of the Allotment Agreement](1) Transfer Restriction Period
During the period from the date of allotment under the Allotment Agreement to the date of loss of theposition of director of the Company or its subsidiary or other position determined by the Board of
Directors of the Company (such position is hereinafter referred to as “Director, etc.” and such period ishereinafter referred to as “Transfer Restriction Period”), Subject Director may not transfer, establish asecurity interest in, or otherwise dispose of the common shares of the Company allocated under the
Allotment Agreement (such shares are hereinafter referred to as “Allotted Shares” and such restriction ishereinafter referred to as “Transfer Restriction”).
(2) Release Condition
Transfer Restriction of all the Allotted Shares shall be released upon the expiration of Transfer Restriction
Period, on the condition that Subject Director continues to be Director, etc., for a period separately
determined by the Board of Directors of the Company (hereinafter referred to as “Service Period”).
However, in the event that the relevant Subject Director resigns from the position of Director, etc. before
the expiration of Service Period due to expiration of his/her term of office, death, or any other justifiablereason, the number of the Allotted Shares to be released from the restriction and the time of the release of
the restriction shall be reasonably adjusted as necessary.
(3) Reorganizations, etc.
Notwithstanding the provisions of (1) above, in the event that the Company’s general meeting ofshareholders (or Board of Directors meeting unless approval at the general meeting of shareholders is
required) approves a merger agreement in which the Company becomes a dissolving company, a shareexchange agreement or share transfer plan in which the Company becomes a wholly-owned subsidiary, or
any other matter relating to organizational restructuring during Transfer Restriction Period, Transfer
Restriction of the number of the Allotted Shares reasonably determined based on the period from thecommencement date of Transfer Restriction Period to the date of approval of such reorganization shall be
released, by resolution of the Board of Directors of the Company, prior to the effective date of thereorganization.
(4) Retrieval of the Allotted Shares at Nil Cost
At the time immediately after Transfer Restriction is released in accordance with the provisions of (2) or(3) above, the Company shall automatically retrieve from Subject Director all the Allotted Shares forwhich Transfer Restrictions has not yet been released at nil cost.
(5) Others
Other matters concerning the Allotment Agreement shall be determined by the Board of Directors of theCompany.

(Reference) Policy for Determining the Content of Individual Board Directors’ Remuneration

1.

Basic Policy on Remuneration for Board Directors
The Company’s remuneration for Board Directors shall be structured to maintain an appropriate standard of remuneration
for sustainably enhancing corporate value and securing excellent human resources. The remuneration shall incorporate
short-term incentives linked to business performance (performance-linked bonus) that motivate the achievement ofbusiness results, and medium- to long-term incentives linked to shareholders’ interests (stock-based remuneration withtransfer restrictions). The remuneration of individual Board Directors shall be determined based on each position’s
responsibilities and be at an appropriate standard.

2.

Policy on Basic Remuneration
The annual amount of basic remuneration for Board Directors shall be comprehensively determined in accordance with
their positions and responsibilities, considering the Company’s business performance and the standard of employee
salaries. The remuneration shall be paid each month. Remuneration for Outside Board Directors shall be limited to basic
remuneration.

3.

Policy on Performance-linked Remuneration
As performance-linked remuneration (performance-linked bonus), the amount (not exceeding 300 million yen in total)
calculated in accordance with the degree of the achievement of the consolidated operating profit target for each fiscal year
shall be paid to all Board Directors, excluding Outside Board Directors. The payment shall be made at a particular time of
the year in cash after the consolidated operating profit is fixed. No performance-linked bonus shall be paid in the event theconsolidated operating profit and net profit attributable to shareholders of the parent company for the relevant fiscal year
fall below 50% of the targeted profit.
The amount of the performance-linked bonus for each Board Director shall be in the range of 0% to 30% of the basic
remuneration, considering both the Company’s performance and individual Board Directors’ achievement.

4.

Policy on Non-Monetary Remuneration
As non-monetary remuneration, the Company shall grant up to 20,000 restricted stock per fiscal year (equivalent to 150
million yen per year) to Directors, excluding Outside Directors (hereinafter referred to as “Subject Director(s)”). In orderto share value with shareholders in a sustainable manner, Subject Directors are, in principle, recommended to continue tohold the Company’s shares equivalent to the standard amount corresponding to their position on a market value basis
during their term of office. As a guideline for such standard amount, the amount shall be twice the basic remuneration for
Representative Directors and the same amount as the basic remuneration for other Subject Directors.
The upper limit of the amount of stock-based remuneration shall be approximately 35% (shall be determined byconsidering factors such as position) of the basic remuneration. The amount of monetary remuneration claim (number ofshares to be allotted for restricted stock) for each Board Director shall be resolved at a meeting of the Board of Directors,
which is based on the results of discussions between the Representative Director and Outside Board Directors.
The Company and the Board Director who will receive the allotment of restricted stock shall enter into the allotment
agreement that includes the following details.

a.

The period of transfer restriction shall be from the allotment date until the date on which the individual loses any
position as a director of the Company or its subsidiaries or any other position determined by the Board of Directors of
the Company (hereinafter referred to as "Director, etc."). In principle, the restriction on transfer shall be released at the
expiration of the transfer restriction period.

b.

In the event that Subject Director loses the position as Director, etc. before the end of the Annual General Meeting of
Shareholders for the fiscal year to which the allotment date belongs, the Company shall automatically retrieve theallotted restricted stock at nil cost unless there is a reason that the Board of Directors deems justifiable.

5.

Delegation of Authority Regarding the Determination of Individual Remuneration for Board Directors
The determination of the specific details for individual Board Director, such as the remuneration amount, shall be delegatedto the Representative Director based on a resolution of the Board of Directors. The details of such delegation shall be theamount of basic remuneration for each Board Director and the evaluation and allocation of bonus based on the businessperformance for which each Board Director is in charge. The Representative Director shall report to the Board of Directors
the results of discussions with Outside Board Directors to demonstrate that such authority has been properly exercised.
-END-

(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 Board Directors and Outside Audit & Supervisory Board Members.

1.

A person who has never been a Board 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
Earth Group in the past fiscal year account for at least 2% of either the Earth Group’s or the transactional partner’s
consolidated net sales.

(Reference) Skill Matrix for Directors and Audit & Supervisory Board Members
The following is a skill matrix that identifies the skills required for the Board of Directors of the Company basedon the assumption that the Company will achieve sustainable growth and increase corporate value over the
medium to long term, and lists the skills and knowledge possessed by each director and audit & supervisory board
member.

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-