【Translation】
Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes.
In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

Summary of Consolidated Financial Results for the 1st Quarter of the Fiscal YearEnding March 2018 (Based on Japanese GAAP)
Listed company namePERSOL HOLDINGS CO., LTD.

Stock code:

2181

URL

August 10, 2017
Stock Exchange Listing: Tokyo

https://www.persol-group.co.jp/

Representative Director,

Representative(Title)Inquiries(Position)

Masamichi

President and CEO

Scheduled date to file quarterly report:

MizutaDirector, Executive Officer

Kiyoshi Seki

August 14, 2017

Scheduled date to commence dividend payments:

Preparation of supplementary
quarterly results explanatory material: Yes

Quarterly results briefing session: No

Tel: 03-3375-2220-(Amounts less than JPY 1 million rounded down)st
１. Consolidated results for the 1 quarter of the fiscal year ending March 2018 (April 1, 2017 - June 30, 2017)(1) Consolidated operating results (cumulative)
Sales(% indicates ratio of change from same quarter last year)
Quarterly net profit
Operating profit
Ordinary profit
attributable to parent
company shareholders

JPY Million%

JPY Million%

JPY Million%

JPY Million%

161,897

17.8

9,114

-1.5

9,471

-0.0

5,425

-12.6

137,404

15.3

9,257

41.1

9,475

44.0

6,209

48.2

st

1 quarter of fiscal year
ended March 2018st
1 quarter of fiscal year
ended March 2017
Note:
Comprehensive income

1st quarter of fiscal year ended March 2018
JPY 5,583 million (-2.6%)

First quarter of fiscal year ended March 2017
JPY 5,733 Million (34.1%)

JPY

Quarterly net profit per share after
adjustment for dilution
Quarterly net profit per share
JPY

23.20

23.20

26.48

26.38

Quarterly net profit per sharest

1 quarter of fiscal year
ended March 2018st
1 quarter of fiscal year
ended March 2017(2) Consolidated financial position
Total assets
JPY Millionst
1 quarter of fiscal year
263,768
ended March 2018
Fiscal year ended March
268,364
2017
Reference: Equity capital

Net assets
JPY Million

Equity ratio%

157,21154.0

153,81651.8

First quarter of fiscal year ended March 2018

Fiscal year ended March 2017

JPY 142,548 Million

JPY 139,119 Million

２． Dividend Status
End Q1

Fiscal year ended March 2017
Fiscal year ended March 2018
Fiscal year ended March 2018
(forecast)

Annual Dividend
End Q3End Q2End of FY

Total

JPY

JPY

JPY

JPY

JPY

－
－

8.00

－

9.00

17.00

9.00

－

9.00

18.00

Note: Revision of most recently announced dividend forecast: No－

1 －【Translation】
Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes.
In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

３. Forecast of consolidated financial results for the year ending March 31, 2018 (April 1, 2017 - March 31, 2018)

17.1

JPY
Million15,800-5.2(% indicates ratio of change from same quarter last year)
Current period net
profit attributable to Current period net
Ordinary profit
parent company
profit per share
shareholders
JPY
JPY
%
%
JPY
MillionMillion
16,000
-5.6
9,900
0.4
42.34

14.4

36,0007.8

36,500Sales

1 halfJPY
Million
324,000

Full year

677,300

st

Operating profit

%

%

6.9

22,200

24.6

94.94

Note: Revision of most recently announced financial results forecast: No※ Explanatory Notes(1) Changes in significant subsidiaries during the period (changes in specified subsidiaries resulting in a change in thescope of consolidation): No
New: - Ltd. (company name); Excluded: - Ltd. (company name)(2)

Application of special accounting treatment when preparing quarterly consolidated financial statements: No(3) Changes in accounting policies/changes in accounting estimates/restatement of prior period financial statements① Changes in accounting policies due to revisions to accounting standards etc.: Yes② Changes in accounting policies other than ①: No③ Changes in accounting estimates: No④ Restatement of revised statements: No(4) Number of fully issued shares (ordinary shares)① Number of fully issued shares at period

1Q of fiscal year

end (including treasury stock)ending March 2018

② Treasury stock at period end③ Average number of shares during theperiod (cumulative quarter)

1Q of fiscal year
ending March 2018

1Q of fiscal year
ending March 2018

Fiscal year
236,676,879 Shares

ended March

236,673,651 Shares

2017
Fiscal year
2,816,851 Shares

ended March

2,838,299 Shares2017
1Q of fiscal
233,842,046 Shares

year ended

234,520,865 Shares

March 2017

※ The quarterly summary of financial results is not subject to a quarterly review※ Explanation of appropriate usage of financial results forecasts and other special explanatory notes
The financial results outlook etc. and forward looking statements noted in this material are based on certain
assumptions PHD deems rational and information currently at hand, which are not meant to be taken as an assurance
by PHD that outcomes will be realized. Furthermore, actual financial results etc. may vary greatly due to various
factors.

－2 －【Translation】
Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes.
In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

○ Contents of Attachments
１． Qualitative information regarding the financial results for this quarter……………………………………………

4(1) Explanation regarding business performance………………………………………………………………………

4(2) Explanation regarding the financial position…………………………………………………………………………

6(3) Explanation regarding future forecast information (Consolidated results forecast etc.)…………………………

6

２． Quarterly consolidated financial statements & main explanatory notes…………………………………………

7(1) Quarterly consolidated balance sheet ………………………………………………………………………………

7(2) Quarterly consolidated profit and loss statement & quarterly consolidated comprehensive income statement
Quarterly consolidated profit and loss statement ………………………………………………………………
st

9

Consolidated cumulative 1 quarter period…………………………………………………………………

9

Quarterly consolidated comprehensive income statement……………………………………………………

10

st

Consolidated cumulative 1 quarter period…………………………………………………………………

10(3) Explanatory notes regarding quarterly consolidated financial statements………………………………………

11(Explanatory notes regarding ongoing concern assumptions……………………………………………………

11(Explanatory notes in the event of significant changes in the amount of shareholders’ equity)………………
(Application of special accounting treatment when preparing the quarterly consolidated financial
statements) ……………………………………………………………………………………………………………
(Segment information etc.)……………………………………………………………………………………………

11(Significant past events)………………………………………………………………………………………………

13

－

3 －

11
11

【Translation】
Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes.
In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

１． Qualitative information regarding the financial results for this quarter(1) Explanation regarding business performancest

The direction of Japan's economy continued to be unclear during the consolidated cumulative 1 quarter due tochanges in political conditions overseas and financial policy trends. Under these circumstances, there wastransition to moderate economic recovery due to the government's economic and financial policies etc. which leadto an improvement in corporate earnings.
The employment situation: In June 2017 the average ratio of job offers to job seekers (seasonally adjusted) was
1.51 times which is the highest level recorded in past 43 years. In addition, the overall unemployment rate in May
stood at 2.8%. The underlying backdrop to this type of market environment is a shortage of workers combinedwith a lot of demand. The HR services related market overall shifted to an expansionary trend. PHD Group also
experienced a transition into a bullish market emanating from overall client demand, and as a result, performancesteadily improved. The core temporary staffing segment business in particular shifted to high levels of temp
worker deployments and also, in the placement business there was a major increase in the number ofsuccessfully placed candidates.
It was in such an economic environment that PERSOL Group announced its new "PERSOL" Group brand inJune 2016. In addition, from July 2017 onwards, PERSOL HOLDINGS CO., LTD. (PHD) and major corecompanies amended their trading names to incorporate the new `PERSOL` brand, and also proceeded with othermeasures to enhance brand-recognition. PERSOL Group is a comprehensive group of human resource services
companies that encompasses a diverse range of HR solutions: the core temporary staffing business,placement/recruitment, part-time hiring support, outsourcing/design and development in the IT/engineering space,and BPO etc. PERSOL GROUP strives wholeheartedly to offer solutions that resolve labor/hiring challenges.
Moreover, as an initiative in the HR services market in the Asia Pacific region, PHD has decided to initiate
procedures to acquire 100% of the fully issued shares of Programmed Maintenance Services Limited, and to
make Programmed a subsidiary. Programmed is engaged in HR services and maintenance businesses primarilyin Australia. In future the aim is to leverage Programmed`s solid business platform to strengthen PHD`scompetitiveness as the largest HR services company in the region.
st

As a result of the above, sales during this consolidated cumulative 1 quarter were JPY 161,897 million (up17.8% year-on-year (YOY)), operating profit was JPY 9,114 million (down 1.5% YOY), ordinary profit was JPY
9,471 million (down 0.0% YOY), and quarterly net profit attributable to parent company shareholders was JPY
5,425 million (down 12.6% YOY).
Business results by segment (before inter-segment/company write-offs) are as follows.
From April 1, 2017, we shifted to 5 segment system. We use revised figures which reflect this change tocalculate year-on-year growth rate.
① Temporary Staffing/BPO Segmentst

In the consolidated cumulative 1 quarter, sales in this segment amounted to JPY 117,397 million (up 10.4%
year-on-year (YOY)), and operating profit was JPY 5,927 million (up 15.3% YOY).
st
In the consolidated cumulative 1 quarter, employment related indicators continued to hover around the highlevels of the previous consolidated fiscal year with demand remaining robust which lead to chronic labor
shortages. Furthermore, various supply measures etc. that had to be taken to respond to demand weresuccessfully implemented resulting in sales growing substantially to JPY 117,397 million. On the profit side,
there was an increase in labor costs that accompanied the expansion of operations as well as an increase in
PERSOL Group's share of burden of social insurance costs for temps and employees. However, there was alarge increase in sales, operating profit was JPY 5,927 million.
② Recruiting Segmentst

In the consolidated cumulative 1 quarter, sales in this segment amounted to JPY 18,238 million (up 12.7%
year-on-year (YOY)), and operating profit was JPY 3,058 million (up 4.3% YOY).
st

In the consolidated cumulative 1 quarter, sales grew significantly as a result of deployment of additional
headcount resources to bolster the sales structures in the domestic Japan recruitment business. Operating
profit was impacted by increased costs (labor costs etc.) that accompanied the expansion of operations
however, there was also an expansion of sales: operating profit was JPY 3,058 million.
－ 4 －【Translation】
Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes.
In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

③ Overseas Segmentst

In the consolidated cumulative 1 quarter, sales in this segment amounted to JPY 15,581 million (up 319.9%
year-on-year (YOY)), and operating loss was JPY -261 million (Previous consolidated cumulative 1st quarter(from April 1, 2016 to June 30, 2016): JPY -247 million).
st
In the consolidated cumulative 1 quarter, sales grew significantly as there was an expansion of operations
accompanying the expansion in the scope of the joint venture with Kelly Services, Inc. On the profit side,
operating profit was impacted by increased costs (labor costs etc.) together with the expansion of operations,and continuous investment in personnel and system for the future growth: operating loss was JPY -261 million.
④ ITO Segmentst

In the consolidated cumulative 1 quarter, sales in this segment amounted to JPY 6,182 million (up 7.2%
year-on-year (YOY)), and operating profit was JPY 116 million (down 67.3% YOY).
st
In the consolidated cumulative 1 quarter, sales grew steadily due to high levels of orders for systems
development related investments and SI related services from client firms, as well as PHD Group in-housesystems development transactions etc. On the profit side there were factors that increased costs (e.g. cost tosecure engineers to meet demand etc.): operating profit was JPY 116 million.
⑤ Engineering Segmentst

In the consolidated cumulative 1 quarter, sales in this segment amounted to JPY 6,386 million (up 6.6%
year-on-year (YOY)), and operating profit was JPY 191 million (down 49.5% YOY).
st
In the consolidated cumulative 1 quarter, sales grew steadily due to continued strong demand for humanresources primarily in electronics and automotive industries etc. On the profit side, profitability declined
temporary, due to cost increase in particular project: operating profit was JPY 191 million.

－

5 －【Translation】
Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes.
In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

(2) Explanation regarding the financial position① Assets, liabilities, and net asset
Total assets decreased by JPY 4,595 million compared to the end of the previous consolidated accounting
period. Current assets decreased by JPY 4,515 million and fixed assets increased by JPY 80 million. Major
reasons for the decrease in current assets were a decrease in notes and accounts receivable-trade by JPY
2,937 million, and a decrease in cash and deposits etc. by JPY 977 million. Key reasons for a decrease in fixed
assets was a decrease in goodwill of JPY 1,652 million and an increase in investment securities of JPY 475
million and an increase in guarantee deposits of JPY 432 million.
Liabilities decreased by JPY 7,989 million compared to the end of the previous consolidated accounting
period. Current liabilities decreased by JPY 8,349 million and non-current liabilities increased by JPY 359
million. The main reasons for the decrease in current liabilities were accrued corporate taxes payable
decreased by JPY 4,916 million, and provision for bonuses decreased by JPY 4,400 million. The main reason
for the increase in non-current liabilities was net defined benefit liabilities etc. increased by JPY 240 million.
On the other hand, equity capital increased by JPY 3,394 million. This was mainly due to JPY 2,104 million in
dividends of surplus being paid out, while on the other hand, quarterly net profit attributable to parent company
shareholders etc. of JPY 5,425 million was booked.
10th term consolidatedstcumulative 1 quarter period

9th term

Return on assets (ROA)

2.1%

7.6%

Return on equity (ROE)

3.9%

13.4%

Ratio of operating income to sales

5.6%

5.6%

Ratio of ordinary profit to sales

5.9%

5.8%

Current ratio

202.0%

188.0%

Fixed assets ratio

72.3%

74.1%

Equity ratio

54.0%

51.8%

Total assets

JPY 263,768 million

JPY 268,364 million

Equity capital

JPY 142,548 million

JPY 139,119 million

JPY 68,372million

JPY 69,382 million

Cash & cash equivalents etc. at period end②

Business related and financial challenges that must be dealt withst

In the consolidated cumulative 1 quarter, no new business and financial challenges that must be dealt havearisen.
(3) Explanation regarding future forecast information (Consolidated results forecast etc.)st
Current 1 quarter business results were generally as anticipated. The consolidated earnings forecast has notbeen changed since being released on May 15, 2017.

－6 －【Translation】
Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes.
In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

２． Quarterly consolidated financial statements & main explanatory notes(1) Quarterly consolidated balance sheet
Previous consolidated
accounting period(March 31, 2017)
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable-trade
Deferred tax assets
Other
Allowance for doubtful accounts
Total current assets
Non-current assets
Tangible fixed assets
Buildings and structures, net
Tools, furniture and fixtures, net
Land
Other, net
Tangible fixed assets total
Intangible assets
Trademark rights
Goodwill
Other
Intangible assets total
Investments and other assets
Investment securities
Guarantee deposits
Deferred tax assets
Other
Allowance for doubtful accounts
Investments and other assets total
Non-current assets total
Total Assets－

7 －(Unit: JPY million)st
1 quarter consolidated
accounting period(June 30, 2017)

69,43983,260
4,597
8,562
-619
165,240

68,46180,323
3,706
8,722
-488
160,724

2,231
1,263
803
541
4,840

2,429
1,325
803
501
5,059

4,995
68,561
9,310
82,867

4,917
66,9099,975
81,802

7,782
5,765
1,371
547
-51
15,415
103,123
268,364

8,257
6,197
1,353
381
-8
16,181103,043
263,768

【Translation】
Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes.
In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

(Unit: JPY million)st
1 quarter consolidated
accounting period(June 30, 2017)

Previous consolidated
accounting period(March 31, 2017)
Liabilities
Current liabilities
Accounts payable – trade
Short-term loans payable
Current portion of long-term loans payable
Accounts payable - other
Income taxes payable
Accrued consumption taxes
Provision for bonuses
Provision for directors' bonuses
Other
Total current liabilities
Non-current liabilities
Convertible bonds with subscription rights tosharesLong-term loans payable
Deferred tax liabilities
Net defined benefit liability
Long-term accounts payable-other
Other
Non-current liabilities total
Total liabilities
Net assets
Shareholders' equity
Capital stock
Capital surplus
Retained earnings
Treasury shares
Total shareholders' equity
Accumulated other comprehensive income
Valuation difference on marketable securities
Foreign currency translation adjustment
Total accumulated other comprehensive
incomeNon-controlling interests
Total net assets
Total liabilities and net assets

－

8 －

1,490
413
4,640
47,627
8,315
9,619
9,063
173
6,569
87,913

1,497
364
4,640
48,478
3,398
10,830
4,662
27
5,663
79,56331

28

20,426
2,793
1,093
2,197
92
26,634
114,547

20,423
2,859
1,122
2,437
122
26,993
106,557

17,465
20,156
102,432-3,328
136,725

17,46620,182
105,753-3,303140,098

2,203
190

2,372
77

2,394

2,450

14,696
153,816
268,364

14,662
157,211
263,768

【Translation】
Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes.
In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

(2) Quarterly consolidated profit and loss statement & quarterly consolidated comprehensive income statement(Quarterly consolidated profit and loss statement)st(Consolidated cumulative 1 quarter period)

Sales
Cost of sales
Gross profit on sales
Selling, general and administrative expenses (SGA)
Operating profit
Non-operating income
Interest income
Dividend income
Subsidy income
Compensation income
Share of profit of entities accounted for using
equity method
Other
Total non-operating income
Non-operating expenses
Interest expenses
Foreign exchange losses
Other
Total non-operating expenses
Ordinary profit
Extraordinary income
Gain on revision of retirement benefit plan
Extraordinary income total
Extraordinary losses
Loss on disposal of non-current assets
Loss on sale of investment securities
Total extraordinary losses
Net quarterly profit before taxes etc.
Corporate tax, resident tax, and business tax
Corporate tax etc.-deferred
Total corporate taxes etc.
Quarterly net profit
Quarterly net profit attributable to non-controllinginterests
Quarterly net profit attributable to parent company
shareholders(Unit: JPY million)
Previous consolidated
This consolidated cumulativest
st
cumulative 1 quarter period
1 quarter period(From April 1, 2016
(From April 1, 2017
to June 30, 2016)
to June 30, 2017)
137,404
161,897
103,031
122,278
34,372
39,61925,11530,505
9,257
9,114

－

9 －

3
43
56
55

10
74
220
－

68

86

48
276

19
411

34
14
9
58
9,475

30
16
6
54
9,471

187
187

－
－

－
－
－
9,662
2,511
685
3,196
6,466

261
17
278
9,192
2,701
911
3,612
5,579

256

154

6,209

5,425

【Translation】
Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes.
In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

(Quarterly consolidated comprehensive income statement)st(Consolidated cumulative 1 quarter period)

Quarterly net profit
Other comprehensive income
Valuation difference on marketable securities
Foreign currency translation adjustment
Remeasurements of defined benefit plans, net of tax
Total other comprehensive income
Quarterly comprehensive income(Breakdown)
Quarterly comprehensive income attributable toparent company shareholders
Quarterly comprehensive income attributable tonon-controlling interests－(Unit: JPY million)
Previous consolidated
This consolidated cumulativest
st
cumulative 1 quarter period
1 quarter period(From April 1, 2016
(From April 1, 2017
to June 30, 2016)
to June 30, 2017)
6,466
5,579

10 －

-576
-350
194
-732
5,733

169
-165
3
5,583

5,517

5,491

216

91

【Translation】
Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes.
In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

(3) Explanatory notes regarding quarterly consolidated financial statements(Explanatory notes regarding ongoing concern assumptions)No applicable matters.
(Explanatory notes in the event there are significant changes in the amount of shareholders’ equity)
No applicable matters.
(Application of special accounting treatment when preparing the quarterly consolidated financial statements)
No applicable matters.
(Segment information etc.)
１． Information regarding sales, profits or losses for each reporting segment
stPrevious consolidated cumulative 1 quarter (from April 1, 2016 to June 30, 2016)(Unit: JPY million)
Reporting segment
Temporary
Staffing

Recruiting

Overseas

ITO

106,013

16,055

3,708

4,608

335

130

2

1,160

Total amount

106,349

16,186

3,710

5,769

Segment profits

5,140

2,932

-247

355

Engineering

Total

Other
(Note 1)

Total

/BPO

Quarterly
Adjustmen consolidated
t amount profit & loss
(Note 2)statement(Note 3)

Sales
Sales toexternal clients

5,969 136,355

1,027 137,383

20

137,404

2,260-2,260－1,655 139,644-2,240137,404

561

9,257

Internal sales ortransfers
between

3

1,633

627

segments

5,973 137,989
378

8,560

136

8,696

st

Consolidated cumulative 1 quarter period (from April 1, 2017 to June 30, 2017)(Unit: JPY million)
Reporting segment
Temporary
Staffing

Recruiting

Overseas

ITO

116,859

18,00915,559

4,696

538

229

21

1,485

Total amount

117,397

18,23815,581

6,182

Segment profits

5,927

3,058

-261

116

Engineering

Total

Other
(Note 1)

Total

/BPO

Quarterly
Adjustmen consolidated
t amount profit & loss
(Note 2)statement(Note 3)

Sales
Sales toexternal clients

6,368 161,493

402 161,895

1161,897

2,808-2,808-935 164,704-2,806

161,897

107

9,114

Internal sales ortransfers
between

-

2,275

532

segments

Note 1:

6,368 163,768
191

9,031

-25

9,006

The "Other" category refers to business segments that are not included in reporting segments that include HRservices which fulfill Group-wide functions such as: shared-services, education and training, and childcare.

－

11 －

【Translation】
Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes.
In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

2. Details of adjustments are as follows:(Unit: JPY million)
Previous consolidated
This consolidated cumulativest
st
cumulative 1 quarter period
1 quarter period
12-54Company-wide earnings ※１

1,296

2,010

Company-wide expenses ※2-748-1,848

Total

561

107

Write-offs between segments※１． Company-wide earnings are mainly business management fees and dividend income
from Group companies.
※２． Company-wide expenses are mainly costs relating to PHD Group management.
3. Segment profits or losses are adjusted with operating income on quarterly consolidated profit andloss statements.
２． Matters relating to changes etc. in reporting segments
From April 1, 2015, we started 4 segment structure ( "Temporary staffing · BPO", "ITO", "Engineering","Recruiting") aiming to further strengthen its strategic planning function and motivation, clarify
responsibilities, realize flexible management decisions for a rapidly changing business environment, andaim for further growth.
From April 1 2017, we shifted to 5 segment structure ("Temporary staffing · BPO", "Recruiting",“Overseas”, "ITO", "Engineering") due to the growing importance in our business. We establishedoverseas businesses as "Overseas" segment which was previously included in "Recruiting" segment.
stFigures shown above (Previous consolidated cumulative 1 quarter period from April 1, 2016 to June 30,2016) reflect this change.
３． Information concerning impairment loss for non-current assets or amortization of goodwill etc. in eachreporting segment
stPrevious consolidated cumulative 1 quarter period (from April 1, 2016 to June 30, 2016)
No applicable matters.
Consolidated cumulative 1st quarter period (from April 1, 2017 to June 30, 2017)
No applicable matters.

－

12 －

【Translation】
Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes.
In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

(Significant past events)(Business mergers by acquisition)
A PHD Board of Directors meeting held on July 14, 2017 resolved to commence procedures to acquire(hereinafter, "this share acquisition"), by way of an Australian subsidiary, 100% of the fully issued shares in
Programmed Maintenance Services Limited (hereinafter, "Programmed") and to make Programmed a subsidiary.
Programmed is listed on the Australian Stock Exchange and is engaged in HR services businesses andmaintenance businesses primarily in Australia.
With this share acquisition, PHD plans to acquire all shares owned by shareholders in Programmed for cash inaccordance with the Companies Act of Australia through a procedure called a Scheme of Arrangement (hereinafter,"SOA") which is a method of acquiring all shares in a listed company in Australia. On July 14, 2017, PHD and
Programmed concluded a Scheme Implementation Deed (hereinafter, "SID") which specifies the terms ofagreement for this proposal to acquire all shares (hereinafter, "this acquisition").
To carry out these procedures, approval of this share acquisition proposal by a Programmed General Meeting of
Shareholders (approval of more than 75% of the voting rights base and a majority of the attending shareholders
who possess voting rights) and by the Australian courts etc. is required. If these conditions are not satisfied,acquisition of 100% of Programmed shares by means of an SOA will not be possible and this acquisition will not berealized.
１． Purpose of this share acquisition
With respect to PHD's overseas business, in 2010 a strategic business alliance agreement was signed with
Kelly Services Ltd., a major HR services company in the U.S. In 2012, both firms launched a joint venture in
North Asia. Furthermore, in 2016, the joint venture was expanded to cover the entire Asia Pacific region andfocuses on temporary staffing, recruitment, and HR management consulting. The JV is currently developing
business in 13 countries and regions: PRC, Hong Kong, South Korea, Taiwan, Singapore, Vietnam, Indonesia,
Malaysia, Thailand, India, New Zealand, Australia, and the U.S.
On the other hand, Programmed was established as a painting services company in 1951, and after
merging etc. with a major Australian HR services company etc., is presently a leading HR services andmaintenance company. Programmed focuses on the HR services sector (temporary staffing and recruitment),
and facility management (commercial facilities and schools, painting, land development, and mine facility
maintenance). Programmed had consolidated sales of AUD 2,691 million and consolidated EBITDA of AUD
96 million in the fiscal year ended March 2017.
PHD decided to carry out this acquisition seeking to further expand its business by combining the strong
business foundations of both companies - the know-how and customer base cultivated in the Asia Pacificregion by PERSOL together with the scale/results of Programmed in Australia etc.
２． Overview of the company subject to acquisition
Acquisition company name: Programmed Maintenance Services Limited
Business outline: Placement/recruitment, temporary staffing, equipment/facilities maintenance
Scale: Capital AUD 570 million (approx. JPY 49.7 billion)(Fiscal year ended March 2017) Consolidated net assets AUD 607 million (approx. JPY 53 billion)
Consolidated net assets AUD 1,293 million (approx. JPY 112.9 billion)
Consolidated sales AUD 2,691 million (approx. JPY 234.9 billion)
Note: The amounts in JPY shown in brackets are amounts converted at the exchange rate (AUD 1 = JPY
87.32) as of July 13, 2017 (day before concluding the SID).
３． Number of acquired shares, acquisition price, and status of shareholding before and after acquisition
Number of shares owned prior to acquisition: 0 shares (Number of voting rights: 0, ratio of holding: 0.00%)
Number of shares to be acquired: 262,102,748 shares (number of voting rights：262,102,748)
Number of shares owned after acquisition: 262,102,748 shares (number of voting rights：262,102,748, ratio ofholding: 100.00％)
Acquisition price: AUD 791 million (approx. JPY 69.1 billion)

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【Translation】
Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes.
In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

Note 1: The indicated number of acquired shares and the number of shares owned after acquisition assume
that all shares will be issued including outstanding shares or performance related shares (shares ofcompany stock allocated to managers only if certain company-wide performance criteria are met)planned to be issued as approved by a General Meeting of Shareholders.
２． In the SID, the acquisition price is the total SOA price anticipated to be paid to Programmed
shareholders (AUD 3.02 per ordinary share). Moreover, a portion of this acquisition price may be paid
to Programmed shareholders as a special dividend. Furthermore, apart from this acquisition price, theProgrammed Board of Directors has announced it will pay a dividend of AUD 3.5 cents per share as a
final dividend at the end of the fiscal year ended March 2017.
３． Amounts in yen shown in brackets are amounts converted at the exchange rate (AUD 1 = JPY
87.32) as of July 13, 2017 (day prior to concluding the SID).
４． Business Merger Date
Mid October 2017 (planned)
５． Fund-raising method used to make payment
Bank loans and own funds－

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