Note: This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

July 19, 2024
To whom it may concern,
Listed company name:
Listing stock exchange:
Securities code number:
Representative:
For further information contact:
Tel.

Pasona Group, Inc.
Tokyo Stock Exchange Prime Market
2168
Yasuyuki Nambu, Group CEO and President
Yuko Nakase,
Senior Managing Executive Officer and CFO+81 3 6734 0200

Notice of Absorption-Type Merger of Consolidated Subsidiary
Pasona Group Inc. (the "Company") hereby announces that its Board of Directors, at a meeting held today,
has resolved to consolidate its subsidiary Pasona Tech Inc. ("Pasona Tech"), through an absorption-typemerger with an effective date of September 1, 2024 (tentative).
Since this merger is a simple absorption-type merger involving a consolidated subsidiary, some disclosure
items and details are omitted.
1. Purpose of Merger
In October 2022, Pasona Tech Tech transferred all of its operations except for subsidiary management
to Pasona Inc., a wholly owned subsidiary of Pasona Group Inc., and Pasona Tech is currently only
engaged in the management of its Vietnamese subsidiary.
The Company has decided to merge Pasona Tech into the Company in order to streamline the Group's
organization and improve the efficiency of management resources.
2. Summary of the Merger(1) Schedule of Merger
Approval of Boared of Directors regarding the Merger July 19, 2024 (Friday)
Conclusion of absorption-type merger agreement
July 19, 2024 (Friday)
Date of Merger (effective date)
September 1, 2024 (Sunday) (Planned)(Note) The Company will follow the procedure for a simple absorption-type merger and Pasona TechWill follow the procedure for a short-form merger as stipulated under Article 796, §2 and Article
784, §1 of the Japan Corporation La, respectively, both of which do not require approval of themerger agreement by a general meeting of shareholders.
(2) Method of Merger
The Merger will be conducted through an absorption-type merger method in which the Company
will be the surviving company and Pasona Tech will be dissolved as the absorbed company.

(3) Distribution of Assets
Since Pasona Tech is a wholly-owned subsidiary of the Company, there will be no issuance ofstocks or other provision of compensation in connection with the Merger.
(4) Share subscription rights and bonds with share subscription rights
No share subscription rights or bonds with share subscription rights are issued.
3. Overview of parties to the Merger (as of May 31, 2024)
Surviving company(１)

Name(２)(３)(４)

Dissolving company

Address

Pasona Group Inc.
1-5-1, Marunouchi,
Chiyoda-ku, Tokyo

Pasona Tech Inc.
1-5-1, Marunouchi,
Chiyoda-ku, Tokyo

Name and title of theYasuyuki Nambu, President andShintaro Nakao, President andrepresentative

Representative Director

Representative Director

Major operations

・Formulation of groupmanagement strategies andbusiness execution support

・Subsidiary management

・Implementation ofmanagement control andoptimal allocation ofmanagement resources
・ New business development
related to job creation, etc(５)Capital5,000 million yen

100 million yen(６)

Established

December 3, 2007

March 26, 1990

(７)

Share issued

41,690,300 shares

1,400 shares(８)

Fiscal year ended

May 31May 31(9)Major shareholders
and shareholding
ratio(as of May 31, 2024)

Yasuyuki Nambu

36.68％

Nambu Enterprise, Inc.

9.29％

Pasona Group Inc.

100％

The Master Trust bank of Japan,Ltd. (Trust Account)
6.35％
CEPLUX-THE
INDEPENDENT UCITS
PLATFORM 2
2.69％
Custody Bank of Japan, Ltd.
(Trust Account E)
2.65％

(10)

Financial position and operating results for the immediately preceding fiscal year
Fiscal year ended

May 31 (Consolidated)

May 31 (Non-consolidated)

Net assets

154,661 million yen

2,333 million yen

Total assets

301,090 million yen

2,338 million yen

3,789.42 yen

1,666,651.92 yen356,733 million yen

0 million yen

Net assets per share
Sales

Operating profit

6,794 million yen(3) million yen

Ordinary profit
Net income
attributable to ownersof parent
Net income per share

7,152 million yen

50 million yen

95,891 million yen

49 million yen

2,447.56 yen

35,334.98 yen(Note) Shareholding ratio is calculated excluding treasury stock.
4. Situation Following the Merger
There will be no changes to the company name, headquarters address, representative, businessactivities, capital , and end of fiscal year of the Company as a result of the merger.
5. Future Outlook
Since the Merger involves the Company and its consolidated wholly-owned subsidiary, no material
impact is anticipated on the Company’s consolidated financial results.