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M&A and Subsidiary Changes4985Earth CorporationMaterials and Chemicals

Notice Regarding the Acquisition of Shares in Singapore-Based Companies (Marvel Clean PTE. LTD. and Marvel Home PTE. LTD.) by Our Consolidated Subsidiary

A consolidated subsidiary of Earth Corporation acquired all shares of Singaporean companies Marvel Clean and Marvel Home, making both companies subsidiaries. This establishes a structure for expanding environmental hygiene management services across the ASEAN region from a base in Singapore.

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This transaction

Share Acquisition
CounterpartyMr. Thong Jong Woei, Ms. Khor Puah Yean
Disclosing companyEarth Corporation
Marvel Clean PTE. LTD., Marvel Home PTE. LTD.Subject of this transactionNumber of shares acquired Marvel Clean: 250,000 shares (250,000 voting rights), Marvel Home: 100,000 shares (100,000 voting rights)Voting rights ownership percentage Before Marvel Clean:0%, Marvel Home:0% → after Marvel Clean:100.0%, Marvel Home:100.0%
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Contract cleaning services, exterior wall cleaning, disinfection and pest control, and landscape maintenance, Cleaning and environmental hygiene management services, operated as a group company of Marvel Clean

Location Singapore, SingaporeShare capital SGD 250,000 (approximately ¥30.94 million), SGD 100,000 (approximately ¥12.376 million)Date of incorporation January 2017, March 2024
Net Sales¥946 million (fiscal year ended December 2025), Standalone financial statements not disclosed (following discussions with the shareholders of the company)
Operating profit¥50 million (fiscal year ended December 2025), Standalone financial statements not disclosed (following discussions with the shareholders of the company)
Net income for the current fiscal year¥33 million (fiscal year ended December 2025), Standalone financial statements not disclosed (following discussions with the shareholders of the company)
Net assets¥181 million (fiscal year ended December 2025), Standalone financial statements not disclosed (following discussions with the shareholders of the company)
Consideration and expenses
Acquisition price*Not disclosed, *Not disclosed
Impact on Business Performance

The impact of this transaction on the Company's consolidated results for the current fiscal year is currently under review, and an announcement will be made once the impact has been determined.

Procedures and assumptions
Management structure after acquisitionMarvel Home will operate its business as an integrated part of the Marvel Clean group. Going forward, Marvel Clean's service and customer platforms will be combined with the Earth Corporation Group's expertise in environmental hygiene management and its capabilities in product and service development.
This transaction
ItemDetails
Transaction nameShare Acquisition
Counterparty nameMr. Thong Jong Woei, Ms. Khor Puah Yean
Name of the Subject CompanyMarvel Clean PTE. LTD., Marvel Home PTE. LTD.
Business Description of the Subject CompanyContract cleaning services, exterior wall cleaning, disinfection and pest control, and landscape maintenance, Cleaning and environmental hygiene management services, operated as a group company of Marvel Clean
Location of the Subject CompanySingapore, Singapore
Capital Stock of the Subject CompanySGD 250,000 (approximately ¥30.94 million), SGD 100,000 (approximately ¥12.376 million)
Date of Establishment of the Subject CompanyJanuary 2017, March 2024
Net Sales of the Subject Company¥946 million (fiscal year ended December 2025), Standalone financial statements not disclosed (following discussions with the shareholders of the company)
Operating Profit of the Subject Company¥50 million (fiscal year ended December 2025), Standalone financial statements not disclosed (following discussions with the shareholders of the company)
Net Income of the Subject Company¥33 million (fiscal year ended December 2025), Standalone financial statements not disclosed (following discussions with the shareholders of the company)
Net Assets of the Subject Company¥181 million (fiscal year ended December 2025), Standalone financial statements not disclosed (following discussions with the shareholders of the company)
Acquisition price*Not disclosed, *Not disclosed
Number of shares acquiredMarvel Clean: 250,000 shares (250,000 voting rights), Marvel Home: 100,000 shares (100,000 voting rights)
Voting rights ownership percentageBefore Marvel Clean:0%, Marvel Home:0% → after Marvel Clean:100.0%, Marvel Home:100.0%
Impact on Business PerformanceThe impact of this transaction on the Company's consolidated results for the current fiscal year is currently under review, and an announcement will be made once the impact has been determined.
Contract Date3 June 2026
Execution Date / Effective Date22 June 2026 (closing date for execution of the share transfer)
Management structure after acquisitionMarvel Home will operate its business as an integrated part of the Marvel Clean group. Going forward, Marvel Clean's service and customer platforms will be combined with the Earth Corporation Group's expertise in environmental hygiene management and its capabilities in product and service development.
Items this document does not state (14)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The purpose is to establish a business base in Singapore and provide high-value-added, comprehensive environmental hygiene management services to corporate customers, including Japanese companies. Earth Corporation aims to expand its business in Singapore and the ASEAN region by combining Marvel Clean's customer and service platforms with the Earth Corporation Group's expertise and capabilities in product and service development.

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Notice Regarding the Acquisition of Shares in Singapore-Based Companies (Marvel Clean PTE. LTD. and Marvel Home PTE. LTD.) by Our Consolidated Subsidiary | Earth Corporation (4985) timely disclosure | Komori