M3, Inc.
Capital and Business Alliancewith Benefit One Inc.
November 2023

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0This document contains forward-looking statements relating to M3 and its
company group, including forecasts, plans, and goals. These statements
are made on the basis of projections based on information currently
available to us as of the time this document was prepared. Further, thesestatements are made based on certain assumptions or hypotheses.
These statements, assumptions or hypotheses may be objectively
inaccurate or may not be realized in the future.
The information in this document concerning companies or any otherentities except M3 and its company group is quoted from public
information or was provided by such companies, and we have notverified and do not guarantee the truth, accuracy, appropriateness, etc. ofsuch information.
M3, Inc.

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The Tender Offer will not be conducted, directly or indirectly, in or targeted at theUnited States, nor through the U.S. postal mail services or other interstate orinternational commercial methods or means (including, but not limited to, telephone,telex, facsimile, e-mail, and Internet communication), nor through any stock exchange
facilities in the United States. No tender of shares in the Tender Offer may be madethrough any of the aforementioned methods or means, through such stock exchange
facilities, or from the United States. In addition, neither the press releases related to
the Tender Offer nor other relevant documents will, or may, be sent or distributed in,to, or from the United States by the postal mail services or other means. No tender ofshares in the Tender Offer that violates, directly or indirectly, any of theaforementioned restrictions will be accepted.
No solicitation to purchase securities or other equivalent instruments is being made toresidents in the United States or within the United States. Even if such securities orother equivalent instruments are sent to the Company by residents in the UnitedStates or from the United States, they will not be accepted.
M3, Inc.

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Overview of the Tender Offer
Key Terms
andConditionsof theTenderOffer Tender Offer Price： 1,600 yen (Aggregate Tender Offer Price: 139.7 billion yen)
 Premium： 37.58% to 1,163 yen, the Target Share’s closing price on November 13, 2023**
and 50.52% to 1,063 yen, the simple average of the closing prices of the last one monthto the date Number of shares acquired: 81,210,400 shares (51.16%) ～ 87,307,300 shares (55.00%)
 Schedule:– Tender Offer Period: Wednesday, November 15 ~ Wednesday, December 13, 2023
– Commencement Date of Settlement of the Tender Offer: Wednesday, December 20,
2023

Capital andBusiness
Alliance

Business Alliance(a) Development and provision of unique services utilizing the platforms of both parties(b) Promotion of cross-selling to business partners of both parties(c) Utilization of the Company's human resource base by the Target(d) Support for overseas development in the Target's business– Maintain and respect the management philosophy and management policies of theTarget, and the managerial autonomy and independence as a company listed on theTSE Prime Market– Take appropriate measures to maintain the listing of the Target's shares on the TSE
Prime Market

Acquire the shares of Benefit One Inc., including 51.16% of theshares of the current parent company (Pasona Group Inc.),
through this Tender Offer and make it a consolidated subsidiary* The Tender Offer period and other details are current plans and are subject to change.
** The business day immediately preceding the date of announcement of the Tender Offer
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Financial and Earnings Impact
 The amount required for this deal is approximately
140 billion yen– Out of this amount, up to 90 billion yen* will beborrowed, and the remainder will be funded bycash on hand
 For FY Mar/25, earnings are expected to increase
even after considering amortization of intangible
assets and interest expenses on borrowings, and theimpact on EPS will be positive The premium of this Tender Offer Price to the market
share price will be approximately 40%**, but it iswithin a reasonable range, and significant returns
through synergy creation are expected to be realized* Loan certification has been obtained for a maximum borrowing of 100 billion yen, based on which a maximum borrowing of 90 billion yen
is assumed.
** Calculated on the basis of the closing price on November 13, 2023
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“The White Jack Project”
Pre-Onset/
Healthy Person
General Public(consumer)

After Onset/
Patient

Future expanding
priority areas

Conducted initiatives
Phase 1 Happiness-i
Phase 2Rinkai
MedicalPhase 3CancerPrevention

HCP(e.g. wholesaler)

Traditional main
business domain

Phase 4 ＥＢＨＳ
Phase 5

The White-Jack-related initiatives have been developedsince 2022, but with the addition of Benefit One, it
jumps discontinuously and enters a new phase
Copyright © 2023 M3, Inc. All rights reserved.

5Benefit One Inc. Overview
Main businesses

Benefit One Inc.
Locations

Established
CapitalSales andProfits

Memberbase

Employees

Shinjuku-ku, Tokyo
March, 1996
JPY 1,527 million
Sales: JPY 42,376 million
Operating Profit: JPY 10,484million

 Corporate benefit business– Provision of corporate
employee benefit program– 16,157 companies introduced
and 9.58 million members

 Healthcare servicesbusiness(Fiscal Year ended March 2023)

 Personal services and CRM
businesses（9.57 million members foremployees benefit program）* As of September 2023

 Incentive / Purchase andSettlement Servicebusinesses

11.65 million members

Consolidated： 1,185（+ 353 temporary employees）* As of end of September 2023

 Payment business Overseas business

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What we aim to achieve

Listed on September 17, 2004
Ticker code: 2412

Listed on September 16, 2004
Ticker code: 2413

Past 20years

Building a de facto
platform in the corporate
benefit area

Building a de facto
platform to drive DX in thehealthcare industry

Next 20years

To manage in well balance between individual quality oflife and improved business productivity with lower
medical costs… Aiming to establish a de facto platform
for strategic healthcare management

The two companies, each with a significant track record ofbusiness expansion in their respective fields, are joining
forces to create a “true health management” platform
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Towards Realizing “True Health Management”
Economic impact per employee of using health management services

40-90k yen
(3)

(2)

Investment
10k yen

Return50-100k yen(1)

Increase inlaborproductivity

10,000 yen per employee per year invested in health, withthe aim of creating economic benefits worth 50k-100k
yen… Strategic healthcare management
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8Strategic Health Management: Expected Coverage
Benefit One Medium-Term Management Plan
Number of employee members

Third Stage Increase membership of small,medium, and self-employedbusinesses by lowering membershipfees based on settlement revenues
Second Stage
Significant increase
First Stage
in the scale of
47 milMembership expansion service distribution
through aggressive
Expansion ofinvestment
settlement revenues
Building a foundation
for settlement business67 milSelfemployedpersons, etc.
Companieswith lessthan 1,000
employees

18 mil6.33 milCompanies
with morethan 1,000
employees

9.48 milApr/21 Apr/22 Apr/23 Apr/24 Apr/25 Apr/26

PublicOrganization

Approximately 10 years

As of Apr/26

18 mil10 years+

67 milOpportunity to provide services to 67 million people at 10,000
yen/person (TAM is in the hundreds of billions of yen), and the scale ofpotential social cost improvement is in the trillions of yen

Source: Compiled from "New Mid-Term Management Plan and Future Growth Strategies" released by Benefit One on May 11, 2023.
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Ambidexterity in synergy creation

Shortterm Cross-sell IT System Collaboration
 Support for Overseas
Business DevelopmentLongterm

 Support to Realize “TrueHealth Management”
through strategic healthcare
management

Synergies

Plans to work on short- to medium-term synergy
creation in parallel with high-impact, long-term synergy
creation, such as the development of new healthmanagement services
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