(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 14, 2023
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 Concerning the Disposition of Treasury Shares by Third-party Allotment
Associated with Additional Contribution to Board Benefit Trust (BBT) and theEmployee Stock Ownership Plan (J-ESOP)

Pasona Group Inc. (hereinafter “the Company”) hereby announces that its Board of Directors, at a meeting held today,
resolved to dispose of treasury shares by third-party allotment (hereinafter referred to as the “Treasury SharesDisposition”), as follows.

1. Outline of Treasury Shares Disposition(1) Disposition date

Monday, July 31, 2023

(2) Class and number of shares to bedisposed of354,000 common shares(3) Disposition price

1,688 yen per share(4) Total amount of disposition

597,552,000 yen(5) Planned underwriter of disposition

Custody Bank of Japan, Ltd. (Trust Account E)(6) OtherThe Treasury Shares Disposition is subject to theeffectiveness of the securities notice in accordance withJapan's Financial Instruments and Exchange Act.

2. Purpose and Reason for the Treasury Share Disposition
Based on the resolution of the Ordinary General Meeting of Shareholders held on August 19, 2015, the Company has
introduced a “Board Benefit Trust (BBT)” (hereinafter referred to as the “BBT System,” with the trust established inaccordance with the trust contract concluded with Mizuho Trust & Banking Co., Ltd. concerning the BBT System beingreferred to as the “BBT Trust”) (For an overview of the BBT System, please refer to “Notice Concerning the Introductionof Performance-Based Stock Compensation System” dated July 21, 2015 and “Notice Concerning the Introduction ofPerformance-Based Stock Compensation System (Determination of Details)” dated October 9, 2015.) (The Company has
also re-established the remuneration limit for the BBT System, as the Company transitioned to a company with an Auditand Supervisory Committee at the Ordinary General Meeting of Shareholders held on August 18, 2017.)
In addition, based on the resolution of the Board of Directors meeting held on October 9, 2015, the Company has
introduced a “Employee Stock Ownership Plan (J-ESOP)” (hereinafter referred to as the “J-ESOP System,” with the trustestablished in accordance with the trust contract concluded with Mizuho Trust & Banking Co., Ltd. concerning the JESOP System being referred to as the “J-ESOP Trust”). (For an overview of the J-ESOP System, please refer to “NoticeConcerning the Introduction of Stock Benefit Trust (J-ESOP)” and “Notice Concerning the Introduction of PerformanceLinked Stock Compensation Plan (Determination of Details)” dated October 9, 2015.)
In order to continue the BBT System and the J-ESOP System (hereinafter collectively referred to as the “Systems”),
the Company has decided to make additional monetary contributions to the BBT Trust and the J-ESOP Trust (hereinafterreferred to as the “Additional Trust”) in order for the BBT Trust and the J-ESOP Trust to acquire shares as expected to berequired for future benefits. The Company has decided to dispose of treasury shares to Trust Account E, which has been
established respectively at the Custody Bank of Japan, Ltd. (i.e., the trustee of the BBT Trust and the J-ESOP Trust, which
was re-trusted by Mizuho Trust & Banking Co., Ltd.), to hold and dispose of the Company's shares for the operation ofthe Systems.
The total number of shares to be disposed of is: (1) the number of shares equivalent to the number of shares that is
expected to be granted to the Company's Directors (excluding Directors who are Audit and Supervisory Committee
members, Outside Directors, and Non-Executive Directors) and titled Executive Officers (limited to those who wereDirectors immediately before the transition to a company with an Audit and Supervisory Committee) during the trust
period in accordance with the “Regulations Concerning Directors' Share Benefits”; and (2) the number of sharesequivalent to the number of shares that is expected to be granted to the Company's Executive Officers (excluding those
who were Directors immediately prior to the transition to a company with an Audit and Supervisory Committee) andemployees of the Company and to the Directors and employees of the Company's subsidiaries during the trust period inaccordance with the “Share Benefit Regulations.” The ratio to the total number of outstanding shares of 41,690,300 as ofMay 31, 2023 is 0.85%, while the ratio to the total number of voting rights of 398,692 as of May 31, 2023 will be 0.89%(both rounded off to two decimal places).
Outline of Additional Trust for BBT Trust
Date of additional trust
July 31, 2023 (scheduled)
Additional trust amount
293,176,000 yen (planned) (see Note)
Type of shares to be acquired
Common stock of the Company
Number of shares to be acquired
177,000 shares
Date of share acquisition
July 31, 2023 (scheduled)
Method of share acquisition
Acquisition by subscription of the Company's treasury shares to be disposed ofthrough the Treasury Shares Disposition(Note) The BBT Trust will additionally acquire the Company's shares using the total amount of the additional trust
amount (293,176,000 yen) and the money belonging to the trust assets (5,600,000 yen) as the source of funds.
Outline of Additional Trust for J-ESOP Trust
Date of additional trust
July 31, 2023 (scheduled)
Additional trust amount
286,776,000 yen (planned) (Note)
Type of shares to be acquired
Common stock of the Company
Number of shares to be acquired
177,000 shares
Date of share acquisition
July 31, 2023 (scheduled)
Method of share acquisition
Acquisition by subscription of the Company's treasury shares to be disposed ofthrough the Treasury Shares Disposition(Note) The J-ESOP Trust will additionally acquire the Company's shares using the total amount of the additional trust
amount (286,776,000 yen) and the money belonging to the trust assets (12,000,000 yen) as the source of funds.
3. Grounds for calculation of the disposition price and specific details
The disposition price was determined to be the average closing price of the Company's common stock on the Tokyo
Stock Exchange, Inc. for one month (from June 14, 2023 to July 13, 2023) up to the business day immediately preceding
the date of the Board of Directors' resolution on the Treasury Shares Disposition, which was ¥1,688 (rounded down tothe nearest yen).
The average closing price for the one-month period ending on the business day immediately prior to the date of theBoard of Directors' resolution was used as the basis for the calculation because, rather than using a specific point in timeas the basis, it was judged that using a leveled average share price over a certain period would eliminate special factors
such as the effects of temporary share price fluctuations and would be more objective and reasonable as the basis for thecalculation. In addition, we chose the most-recent one month as the calculation period because we judged that adopting acertain period of time closer to the date of the Board of Directors' resolution was a reasonable reflection of the value of
our shares at this point in time, compared to the most-recent three months or six months. Furthermore, as stated in "NoticeConcerning the Disposition of Treasury Shares by Third Party Allotment" dated October 9, 2015, the Company has
determined that, in principle, it is appropriate to use the calculation method for the disposition price when the Company
disposed of treasury shares when it introduced the BBT System and the J-ESOP System.
The disposition price of ¥1,688 is the amount obtained by multiplying the closing price of ¥1,735 on the business day
immediately preceding the date of the Board of Directors' resolution by 97.29% and the amount obtained by multiplying
the average closing price of the Company's common stock of 1,769 yen (rounded down to the nearest yen) over the threemonth period ending on the business day immediately preceding the date of the resolution of the Board of Directors by95.42%. In addition, the amount was calculated by multiplying the average closing price of ¥1,852 (rounded down to thenearest yen) over the past six months by 91.14%. We believe that this is in compliance with the “Guidelines for Handling
Third Party Allotment of New Shares” of the Japan Securities Dealers Association. Taking the above into consideration,
the Company has determined that the disposition price for the Treasury Shares Disposition is not particularly favorable
and is reasonable.
With regard to the above disposition price, the Audit Committee expressed its opinion that the disposition price does
not constitute a particularly favorable disposition price because the basis for the calculation of such price is reasonable tobe consistent with the terms and conditions of disposition set at the time of introduction and is in compliance with the“Guidelines for Handling Third Party Allotment of New Shares” of the Japan Securities Dealers Association. The
Company has received a statement of opinion that the disposition price is not particularly favorable to the Company.
4. Matters Concerning Procedures under the Code of Corporate Conduct
Since (1) the dilution ratio is less than 25% and (2) the Treasury Shares Disposition does not involve a change incontrolling shareholder, the procedures for obtaining an opinion from an independent third party and confirming the intent
of shareholders as stipulated in Article 432 of the Securities Listing Regulations established by the Tokyo Stock Exchange,
Inc. are not required.
End