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

November 14, 2023
To whom it may concern,
Listed company name:

Pasona Group, Inc.

Listing stock exchange:

Tokyo Stock Exchange Prime Market

Securities code number:

2168

Representative:

Yasuyuki Nambu, Group CEO and President

For further information contact:

Yuko Nakase,
Senior Managing Executive Officer and CFO

Tel.

+81 3 6734 0200

Notice Concerning the Execution of Share Tender Agreement Relating to the Tender Offer for
Subsidiary Shares and the Expected Recording of Extraordinary Gains
Pasona Group Inc. (the “Company”) hereby announces that its Board of Directors, at a meeting heldon November 14, 2023, resolved to enter into a share tender agreement (the “Share TenderAgreement”) with M3, Inc. (the “Tender Offeror”) in relation to the tender offer for the commonshares of Benefit One Inc., a consolidated subsidiary of the Company, (the “Target,” and thosecommon shares, the “Target Shares”) to be launched by the Tender Offeror (the “Tender Offer”), totender all of the Target Shares held by the Company. The Share Tender Agreement has been executedon the same day.
1. Reason for Entering into the Share Tender Agreement
The Target was established in March 1996 as an internal venture of the Company under the name ofBusiness Corp Inc., with the purpose of providing membership-based employee benefit services
offering various service menus at discounted prices to employees of member companies. In April
2001, the Target changed its trade name to Benefit One Inc. and is currently listed on the Prime
Market of the Tokyo Stock Exchange. The mainstay business of the Target is subscription-based
employee benefit services, together with personal services business, incentive business, healthcare
services business, purchase and settlement service business, and payment business. The Target1

announced its Medium-term Management Plan on May 11, 2023, covering the three years from
FY3/2024 to FY3/2026, with the aim of effectively expanding its membership base and enhancing
its network of service suppliers, recognizing the potential growth in employee benefits outsourcing,
especially for small- and medium-sized businesses and non-regular employees. Under the strategy
set forth in the Medium-term Management Plan, the Target is striving to expand its business byfocusing on expanding the membership base, monetizing the settlement business, and expanding thehealthcare services.
The Target is the core part of the Company's outsourcing business and generates synergies in thesales and marketing activities for the Company group’s temporary staffing, placement, and BPO
services. The Company has held the Target Shares with the aim of improving the medium- to longterm corporate value of both the Company and the Target. At the same time, as part of its businessportfolio optimization strategy, the Company has considered various capital policies, includingtransferring Target Shares to a new partner, to further enhance the corporate value of the Target. In
that process, the Company has come to the conclusion that the Tender Offeror is the best partner for
the Target as the Target will be able to leverage the various assets held by the Tender Offeror tofurther strengthen and differentiate its healthcare business, accelerate its overseas expansion, andenhance its overall business scale. Following discussions with the Tender Offeror, the Company hasreceived a financially reasonable proposal from the Tender Offeror that would contribute to theimprovement of the Target's corporate value. Therefore, the Company has decided to enter into theShare Tender Agreement with the Tender Offeror and is considering utilizing the funds obtained
from tendering the Target Shares primarily for the following purposes:(1) Investment for strengthening the BPO business, including expanding X-TECH BPO, one of
the Company's priority strategies, and increasing earnings from local development projects(2) Investment in digital transformation (DX) to improve productivity, including the developmentof DX personnel(3) Expansion of shareholder returns, including special dividends and share buybacks(4) M&A activities for new and existing businesses(5) Partial repayment of existing borrowings
If the Tender Offer is successfully completed, the Target will no longer be a consolidated subsidiaryof the Company due to its tendering of the Target Shares. Nonetheless, the Company will continue towork and collaborate with the Target after the Tender Offer in the areas of employee benefits,
temporary staffing, and placement services.

22. Overview of the Target(1)

NameBenefit One Inc.

(2)

Location

3-7-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo, Japan(3)

Name and title of theNorio Shiraishi, President

representative(4)

Business

Benefit business, personal service business, customer
relationship management (CRM) business, incentive
business, healthcare services business, purchase andsettlement service business, payment business(5)

Capital1,527 million yen (as of March 31, 2023)(6)

EstablishedMarch 15, 1996

(7)

Major shareholders

Pasona Group, Inc.

and shareholding ratio

The Master Trust Bank of Japan, Ltd. (Trust Account)
8.91%(as of March 31,2023) (Note 1)

51.16%

Custody Bank of Japan, Ltd. (Trust account)

4.49%

SSBTC CLIENT OMNIBUS ACCOUNT (Standing Proxy:The Hongkong & Shanghai Banking Corporation Limited,Tokyo Branch)

4.31%

TAIYO FUND, L.P. (Standing Proxy: MUFG Bank, Ltd.)
1.49%
Norio Shiraishi

1.16%

Tokio Marine & Nichido Fire Insurance Co., Ltd.

1.01%

STATE STREET BANK AND TRUST COMPANY 505001(Standing Proxy: Mizuho Bank, Ltd.)

0.88%

Nippon Life Insurance Company (Standing Proxy: The
Master Trust Bank of Japan, Ltd.)

0.81%

THE BANK OF NEW YORK MELLON SA/NV 10(Standing Proxy: MUFG Bank, Ltd.)
(8)

0.77%

Relationship between the Company and the Target
Capital relationship

As of today, the Company holds 81,210,400 shares of theTarget Shares (ownership ratio (Note 2): 51.16%)
Four directors of the Target were originally employees of thePersonnel relationship

Company group, one of whom concurrently serves as adirector of the Company.

Business relationship

The Company group outsources employee benefits to the3Target. Also, the Company group provides temporary staffingand other services to the Target.

(9)

Status as a related

As the Target is a consolidated subsidiary of the Company, itparty

falls within the category of a related party.

Consolidated Financial Position and Consolidated Operating Results of the Target for
the Last Three Years

Fiscal year ended

March 2021

March 2022

March 2023

Net assets (million yen)

19,86524,912

24,832

Total assets (million yen)

36,171

58,04753,981

Net assets per share (yen)124.84156.54156.77

Sales (million yen)

37,84138,362

42,376

Operating income(million yen)
Ordinary income (millionyen)
Net income attributableto owners of parent(million yen)
Net income per share(yen)

9,774

12,770

10,484

9,858

12,826

10,565

6,766

8,949

7,655

42.52

56.24

48.29

Dividend per share (yen)303636(Note 1) “Major shareholders and shareholding ratio” is quoted from the “Status of majorshareholders” provided in the Annual Securities Report for the 28th Fiscal Year filedby the Target on June 30, 2023.
(Note 2) “Ownership Ratio” means the percentage of shares held by the Company (rounded totwo decimal places) out of the number of shares (158,740,543 shares) obtained bydeducting the number of treasury shares held by the Target as of September 30, 2023
(450,357 shares, which excludes the Target Shares held by the Employee Stock
Ownership Plan (J-ESOP) and the Board Benefit Trust (BBT) (323,499 shares)) fromthe total number of issued shares of the Target as of September 30, 2023 as stated in
the Consolidated Financial Report (Japanese GAAP) for the Second Quarter of theFiscal Year Ending March 31, 2024 (“Target Q2 Financial Report”), released by theTarget on November 14, 2023 (159,190,900 shares).
3. Overview of the Tender Offeror(1)

NameM3, Inc.

(2)

Location

1-11-44 Akasaka, Minato-ku, Tokyo, Japan(3)

Name and title of theItaru Tanimura, Representative Director

representative4(4)Business

Providing medical-related services through the use of theInternet(5)

Capital29,253 million yen (as of September 30, 2023)(6)

Established

September 29, 2000

(7)

Major shareholders

Sony Group Corporation

33.9%

and shareholding ratio

The Master Trust Bank of Japan, Ltd.

14.4%

(as of September 30,Custody Bank of Japan, Ltd.

7.9%2023) (Note 1)THE BANK OF NEW YORK MELLON 140042 (StandingProxy: Mizuho Bank, Ltd.)

4.1%

NTT DOCOMO, Inc.

3.0%

Itaru Tanimura

2.9%

SSBTC CLIENT OMNIBUS ACCOUNT (Standing Proxy:The Hongkong & Shanghai Banking Corporation Limited,Tokyo Branch)

1.3%

STATE STREET BANK WEST CLIENT – TREATY
505234 (Standing Proxy: Mizuho Bank, Ltd.)

1.2%

JP MORGAN CHASE BANK 385632 (Standing Proxy:Mizuho Bank, Ltd.)

1.2%

GOVERNMENT OF NORWAY (Standing Proxy: Citibank,N.A, Tokyo Branch )
(8)

0.9%

Relationship between the Company and the Tender OfferorCapital relationship

None

Personnel relationship

None

Business relationship

None

Status as a related

Noneparty(Note 1) “Major shareholders and shareholding ratio” is quoted from the “List of Major
Shareholders” provided in the Quarterly Securities Report for the Second Quarter ofthe 24th Fiscal Year filed by the Tender Offeror on November 10, 2023.
4. Number of Shares to Be Tendered in the Tender Offer, Purchase Price, and Number of Shares
Held before and after the Tender Offer
81,210,400 shares
Number of shares held before the Tender Offer(Number of voting rights: 812,104)(Ratio of voting rights: 51.16%) (Note1)

5

81,210,400 shares
Number of shares to be tendered in the Tender Offer(Number of voting rights: 812,104)(Ratio of voting rights: 51.16%)
TBD (Note 2)

Purchase price(1,600 yen per share)
TBD (Note 2)(Number of voting rights: TBD)

Number of shares held after the Tender Offer(Ratio of voting rights: TBD)
(Note 1) “Ratio of voting rights” represents the percentage of voting rights held by the Company
out of the total number of voting rights (158,740,543) to the number of sharesobtained (1,587,405 shares) by deducting the number of treasury shares held by theTarget as of September 30, 2023 (450,357 shares) from the total number of issued
shares of the Target as of September 30, 2023 (159,190,900 shares) as stated in theTarget Q2 Financial Report, released by the Target on November 14, 2023.
(Note 2) The Tender Offeror has set the minimum number of shares to be purchased in theTender Offer at 81,210,400 shares. If the total number of shares tendered in the Tender
Offer (the “Tendered Shares”) is less than the minimum number of shares to bepurchased, the Tender Offeror will not purchase any of the Tendered Shares. Also, theTender Offeror has set the maximum number of shares to be purchased in the Tender
Offer at 87,307,300 shares. If the total number of Tendered Shares exceeds themaximum number of shares to be purchased, the Tender Offeror will not purchase theexcess, either in whole or in part, but the pro rata method specified in Article 27-13,Paragraph (5) of the Financial Instruments and Exchange Act and Article 32 of theCabinet Office Order on Disclosure Required for Tender Offer for Share Certificatesby Persons Other Than Issuers will be used for the delivery and other settlement
procedures concerning the purchase of shares. Please note that the number of shares
to be transferred by the Company in the Tender Offer will vary depending on thenumber of shares tendered by other shareholders. Additional disclosure will be madeas soon as the purchase price and the number of shares to be held after the Tender
Offer are fixed.
5. Schedule of the Tender Offer(1) Execution of the Share Tender Agreement: November 14, 2023
(2) Tender Offer Period: November 15, 2023 to December 13, 2023
(3) Announcement of Tender Offer Results: December 14, 2023
(4) Settlement Start Date: December 20, 2023
6. Expected Recording of Extraordinary Gains and Future Prospects
If the Tender Offer is successfully completed, the Company expects to record gains on the sale of6affiliate shares as extraordinary gains in both its non-consolidated and consolidated financial
statements for the fiscal year ending May 2024 as a result of tendering its shares in the Tender Offer.
The Company also plans to revise its consolidated earnings forecast released on July 14, 2023 for thefiscal year ending May 2024 to reflect the exclusion of the Target from consolidation and the fees
incurred related to the Tender Offer.
Since the number of shares to be transferred by the Company in the Tender Offer will varydepending on the number of shares tendered by other shareholders, the specific details will bedisclosed as soon as the price is fixed.
(Reference: July 14, 2023 Release) Forecast of Consolidated Financial Results for the Fiscal YearEnding May 2024 (June 1, 2023 - May 31, 2024)

Salesmillion yen

FY5/2023
FY 5/2024(Forecast)372,579
390,000

Operatingincome% million yen(Percentages indicate year-on-year changes)
Net income
Ordinary
attributable to Net income
incomeowners ofper shareparent% million yen

1.8 14,377 -34.9 15,366
4.7 16,000
11.3 15,700

7% million yen

-31.7
2.2

6,099
5,000%yen

-29.3
-18.0

155.70127.63