Articles of Incorporation

PERSOL HOLDINGS CO., LTD.

Articles of Incorporation

CHAPTER I
General Provisions
Article 1 (Trade Name)
The Trade name of the Company shall be “パーソルホールディングス株式会社” in Japanese, and“PERSOL HOLDINGS CO., LTD.” in English (hereinafter referred to as the “Company”).

Article 2 (Purpose)1.

The purpose of the Company shall be to control and manage the business activities of domestic andforeign companies that conduct the following or similar business operations, through the holding ofshares or other equity interest in such companies.
(1)

Worker dispatching undertakings(2)

Fee-based employment placement undertakings(3)

Services related to market research, advertising, and publicity, as well as planning andimplementation of advertising agency operations and events(4)

Services that involve gathering, processing, and providing information(5)

Services related to long-term care

(6)

General household services including food preparation, laundry, shopping, and babysitting(7)

Management of childcare and daycare centers(8)

Planning, production, development, sales, leasing, and maintenance involving equipment,
computer software and computer systems(9)

Education business related to training, proficiency development, and skills enhancement of
human resources, as well as occupational aptitude and proficiency testing(10) Non-life insurance agency business and business related to soliciting life insurance(11) Management and leasing of real estate(12) Sales of clothing, daily goods, etc.
(13) Manufacture and sales of confectionery(14) General contracting business(15) Consulting business related to the preceding items and management consulting business(16) All other businesses incidental or related to the foregoing items
2.

The Company may engage in undertakings with respect to any of the items of the foregoingparagraph.

1Article 3 (Location of Head Office)The head office of the Company shall be located in Shibuya-ku, Tokyo.

Article 4 (Governing Bodies)
The Company shall have the following governing bodies in addition to general meetings ofshareholders and Directors.
(1) Board of Directors(2) Audit and Supervisory Committee(3) Accounting Auditor

Article 5 (Method of Public Notice)
The method of public notice of the Company shall be given by electronic public notice. However, inthe event that it is not possible to give electronic public notice due to an accident or any otherunavoidable circumstances, such public notice shall be posted in the Nihon Keizai Shimbun.

Chapter II
Shares
Article 6 (Total Number of Authorized Shares)
The total number of shares authorized to be issued by the Company shall be seven billion two hundred
million (7,200,000,000) shares.

Article 7 (Acquisition of Company’s Own Shares)
The Company may acquire its own shares through market transactions, etc. upon resolution of theBoard of Directors, pursuant to the provisions of Article 165, Paragraph 2 of the Companies Act.

Article 8 (Number of Shares Constituting One Unit)
The number of shares constituting one unit of shares of the Company shall be one (1) hundred shares.

Article 9 (Rights with Respect to Shares Constituting Less than One Unit)
A shareholder of the Company may not exercise any rights with respect to shares constituting lessthan one unit held by such shareholder, other than the following rights.
(1)

Rights stipulated in each item of Article 189, Paragraph 2, of the Companies Act(2)

Right to make a request pursuant to provisions of Article 166, Paragraph 1, of the CompaniesAct2

(3)Right to receive an allotment of shares for subscription and an allotment of share options forsubscription in accordance with the number of shares held by the shareholder(4)

Rights to make a request as provided for in the following article

Article 10 (Additional Purchase of Shares Constituting Less than One Unit)
As prescribed in the share handling regulations, a shareholder of the Company may make a request to
have the Company sell him or her such number of shares which will constitute one unit of shares
when added to the shares of less than one unit held by the shareholder.

Article 11 (Shareholder Register Administrator)
1.

The Company shall appoint a shareholder register administrator.

2.

The shareholder register administrator and its handling office shall be designated by a resolution of
the Board of Directors, and a public notice thereof shall be given.

3.

Preparation and keeping of the shareholder register and the share option register, and other tasks
related to the shareholder register and the share option register shall be entrusted to the shareholder
register administrator, and shall not to be handled by the Company.

Article 12 (Share Handling Regulations)
Matters involving handling of the Company’s shares and its share options, and matters involving
procedures for exercise of rights of shareholders and share option holders, and fees thereof, shall begoverned by laws and regulations, these Articles of Incorporation, and also by share handlingregulations established by the Board of Directors.

Chapter III
General Meeting of Shareholders
Article 13 (Convocation)
1.

The Company’s ordinary general meeting of shareholders shall be convened within three (3) months
after the end of each business year, and an extraordinary general meeting of shareholders shall beconvened whenever necessary.

2.

The Company may hold a general meeting of shareholders without designating a location.

Article 14 (Record Date of Ordinary General Meeting of Shareholders)
The record date of voting rights of Company’s ordinary general meeting of shareholders shall be
March 31 each year.

3Article 15 (Convener and Chairperson)
1.

The President and Director shall convene and preside over a general meeting of shareholders.

2.

If the position of President and Director is vacant, or if the President and Director is unable to so act,
then another Director in the order previously determined by the Board of Directors shall convene andpreside over the general meeting of shareholders.

Article 16 (Measures for Electronic Provision, Etc.)
1.

The Company shall, when convening a general meeting of shareholders, provide information
contained in the reference materials for the general meeting of shareholders, etc. electronically.

2.

Among the matters to be provided electronically, the Company may choose not to include all or partof the matters stipulated in the Ordinance of the Ministry of Justice in the paper copy to be sent toshareholders who have requested it by the record date for voting rights.

Article 17 (Method of Resolutions)
1.

Resolutions of the general meeting of shareholders shall be adopted by a majority of the voting rightsof the shareholders who are present and eligible to exercise their voting rights, except as otherwise
stipulated by laws and regulations or these Articles of Incorporation.

2.

Resolutions specified in Article 309, Paragraph 2 of the Companies Act shall be adopted by
two-thirds (2/3) or more of the voting rights of the shareholders who are present and own
shareholdings amounting to one-third (1/3) or more of the total voting rights of the shareholders
eligible to exercise their voting rights.

Article 18 (Exercise of Voting Rights by Proxy)1.

A shareholder may exercise his or her voting rights by designating another shareholder who has
voting rights of the Company to act as his or her proxy.

2.

The shareholder or proxy must submit a document attesting to the proxy rights to the Company ateach general meeting of shareholders.

Chapter IV
Directors and Board of Directors

4Article 19 (Number of Directors)
1.

The Company shall have no more than ten (10) Directors other than Directors who are Audit andSupervisory Committee Members of the Company (“Directors who are not Audit and SupervisoryCommittee Members”).

2.

The Company shall have no more than five (5) Directors who are Audit and Supervisory CommitteeMembers.

Article 20 (Method of Election of Directors)
1.

Directors shall be elected at a general meeting of shareholders.

2.

Election of Directors pursuant to the preceding paragraph shall be made while making a distinction
between Directors who are Audit and Supervisory Committee Members and other Directors.

3.

Resolutions to elect Directors shall be adopted by a majority of the voting rights of the shareholders
who are present and own shareholdings amounting to one-third (1/3) or more of the total voting
rights of the shareholders eligible to exercise their voting rights.

4.

Cumulative voting shall not be used in adapting a resolution for election of Directors.

Article 21 (Method of Dismissal of Directors)
1.

Directors may be dismissed at a general meeting of shareholders.

2.

A resolution of dismissal of a Director who is not an Audit and Supervisory Committee Member shallbe made by the quorum of shareholders holding a majority of the voting rights held by all of theshareholders entitled to exercise their voting rights being present at the relevant general meeting ofshareholders, and by the resolution of a majority vote of the voting rights of such present
shareholders.

3.

A resolution of dismissal of a Director who is an Audit and Supervisory Committee Member shall bemade by the quorum of shareholders holding a majority of the voting rights held by all of theshareholders entitled to exercise their voting rights being present at the relevant general meeting ofshareholders, and by the resolution of two-thirds (2/3) vote of the voting rights of such present
shareholders.

Article 22 (Tenure of Office of Directors)
1.

The tenure of office of a Director who is not an Audit and Supervisory Committee Member shall
expire at the conclusion of the ordinary general meeting of shareholders pertaining to the lastbusiness year ending within one (1) year after the Director’s election.

2.

The tenure of office of a Director who is an Audit and Supervisory Committee Member shall expire
at the conclusion of the ordinary general meeting of shareholders pertaining to the last business year
ending within two (2) years after the Director’s election.

53.

The tenure of office of the Director elected as a substitute for another Director who retired before theexpiration of his/her tenure of office shall be the remaining tenure of office of the predecessor.

Article 23 (Representative Director(s) and Directors with Special Titles)
1.

The Board of Directors shall by its resolution appoint Representative Director(s) among Directors
who are not Audit and Supervisory Committee Members.

2.

The Board of Directors may by its resolution appoint a Chairman and Director, a President andDirector, Vice-President and Director(s), Senior Executive Managing Director(s) and ExecutiveManaging Director(s) among Directors who are not Audit and Supervisory Committee Members.

Article 24 (Person Authorized to Convene Meetings of Board of Directors and Chairperson Thereof)
1.

A Director determined by resolution of the Board of Directors shall convene and preside overmeetings of the Board of Directors, except as otherwise stipulated by laws and regulations.

2.

If the Director in the preceding paragraph is unable to so act, then another Director in the orderpreviously determined by resolution of the Board of Directors shall convene and preside over themeeting of the Board of Directors.

3.

Notwithstanding the provisions of the preceding two paragraphs, an Audit and Supervisory
Committee Member appointed by the Audit and Supervisory Committee may convene a meeting ofthe Board of Directors.

Article 25 (Convocation Notice regarding Meetings of Board of Directors)
1.

A convocation notice regarding a meeting of the Board of Directors shall be dispatched to each
Director no later than three (3) days prior to the date of such meeting; provided, however, that such
period may be shortened in the case of urgent necessity.

2.

A meeting of the Board of Directors may be held without following the convocation process if soagreed by all the Directors.

Article 26 (Omission of Resolution by Board of Directors)
The Company shall deem that a resolution of the Board of Directors has been adopted if therequirements under Article 370 of the Companies Act have been satisfied.

Article 27 (Delegation of Decision of Execution of Important Operations)
The Company may delegate all or part of decisions regarding execution of important operations(excluding the matters set forth in items of Article 399-13, Paragraph 5 of the Companies Act) to a
Director by resolution of the Board of Directors.

6Article 28 (Regulations of the Board of Directors)
Particulars relating to the Board of Directors, in addition to laws and regulations and these Articles ofIncorporation, shall be governed by the regulations of Board of Directors prescribed by the Board ofDirectors.

Article 29 (Remunerations, etc.)
1.

Remuneration, bonuses, and other economic benefits Directors may receive from the Company asconsideration for the execution of their duties shall be determined by resolution of a general meetingof shareholders.

2.

Concerning the matter prescribed in the above paragraph, a distinction must be made between
Directors who are Audit and Supervisory Committee Members and other Directors.

Article 30 (Exemption from Liability of Directors)
1.

Pursuant to the provisions of Article 426, Paragraph 1 of the Companies Act, the Company may, byresolution of the Board of Directors, exempt Directors (including former Directors) from theirliability for damages arising from their failure to perform their duties to the extent prescribed by laws
and regulations.

2.

Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may enter
into agreements with Directors (excluding Directors who are executive directors, etc.) to the effectthat their liability for damages arising from their failure to perform their duties shall be limited;
provided, however, that the limit of the liability under such agreements shall be the amount not lessthan one (1) million yen determined in advance or the minimum liability amount prescribed by laws
and regulations, whichever is higher.

CHAPTER VAudit and Supervisory Committee
Article 31 (Full-time Audit and Supervisory Committee Member)
The Audit and Supervisory Committee shall appoint full-time Audit and Supervisory Committee
Member(s) by its resolution.

Article 32 (Convocation Notice regarding Meeting of Audit and Supervisory Committee)
1.

A convocation notice regarding a meeting of the Audit and Supervisory Committee shall bedispatched to each Audit and Supervisory Committee Member no later than three (3) days prior to the7date of such meeting; provided, however, that such period may be shortened in the case of urgent
necessity.
2.

A meeting of the Audit and Supervisory Committee may be held without carrying out theconvocation procedure upon the consent of all the Audit and Supervisory Committee Members.

Article 33 (Rules of Audit and Supervisory Committee)
Particulars relating to the Audit and Supervisory Committee, except the matters specified by laws andregulations or these Articles of Incorporation, shall be governed by the Rules of Audit andSupervisory Committee established by the Audit and Supervisory Committee.

CHAPTER VI
Accounting Auditor
Article 34 (Election of Accounting Auditor)
An Accounting Auditor shall be elected by resolution of a general meeting of shareholders.

Article 35 (Tenure of Office of Accounting Auditors)
1.

The tenure of office of an Accounting Auditor shall expire at the conclusion of the ordinary general
meeting of shareholders pertaining to the last business year ending within one (1) year after theAccounting Auditor’s election.

2.

Unless otherwise resolved at the ordinary general meeting of shareholders set forth in the preceding
paragraph, an Accounting Auditor shall be deemed to have been re-appointed at such ordinary
general meeting of shareholders.

Article 36 (Remunerations, etc. of Accounting Auditors)
Remuneration, etc. for Accounting Auditors shall be determined by the Director(s) with consent of
the Audit and Supervisory Committee.

CHAPTER VII
Accounts
Article 37 (Business Year)The business year of the Company shall be for one (1) year, from April 1 of each year to March 31 of
the following year.

8Article 38 (Distribution of Surplus)
The Company may determine matters set forth in each item of Article 459, Paragraph 1 of theCompanies Act, by resolution of the Board of Directors.

Article 39 (Record Date for Distribution of Surplus)
1.

The record date for the Company’s year-end dividends shall be March 31 of each year.

2.

The Company may distribute dividends of surplus by determining a record date in addition to theprovision of the preceding paragraph.

Article 40 (Interim Dividends)
The Company may distribute interim dividends by setting a record date as of September 30 of eachyear, by resolution of the Board of Directors.

Article 41 (Statute of Limitation on Claiming Dividends)
1.

In case where the dividends are to be paid in money, the Company shall be relieved of the obligationof paying such dividends that have not been received for three (3) full years from the date on whichsuch dividend payment had commenced.

2.

No interest shall accrue on unpaid dividends.

SUPPLEMENTARY PROVISION
Article 1 (Transitional Measures for Exemption from Liability of Audit & Supervisory Board Member
before Change into Company with Audit and Supervisory Committee)
The Company may, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act,
enter into an agreement to limit the liability for damages of Outside Audit & Supervisory BoardMembers (including persons who had been Audit & Supervisory Board Members) in relation to
conduct of Article 423, Paragraph 1 of the Companies Act carried out before the partial amendments
to the Articles of Incorporation resolved at the 8th Ordinary General Meeting of Shareholders became
effective.

9Established on October 1, 2008
Amended on June 25, 2009
Amended on June 17, 2016
Amended on June 27, 2017
Amended on June 22, 2021
Amended on June 21, 2022
Amended on October 1, 2023

10