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. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation.
Securities code: 2168
August 7, 2024
Start date of measures for electronic provision: July 24, 2024
To: Our shareholders
Yasuyuki Nambu
Group CEO and President Pasona Group Inc.
1-5-1 Marunouchi, Chiyoda-ku Tokyo, Japan
Notice of the FY2023 Ordinary General Meeting of Shareholders
Dear shareholders,
We would like to notify you of the FY2023 (June 1, 2023 through May 31, 2024) Ordinary General Meeting of Shareholders (hereinafter referred to as the "Meeting") of Pasona Group Inc. (referred to as "Pasona" or the "Company"), to be held as follows.
Please review the following documents and information for reference for the Meeting and exercise your voting rights in writing or via the internet, etc., by 5:30 p.m. on Wednesday, August 21, 2024 (Japan Standard Time). Thank you very much for your cooperation.
1. Date & time 1:00 p.m., Thursday, August 22, 2024
2. Place | 501AB Sapia Hall, Station Conference Tokyo (5th floor), Sapia Tower, 1-7-12 |
Marunouchi, Chiyoda-ku, Tokyo |
3. Meeting agenda
Reporting 1: Reporting on the Business Report, the Consolidated Accounting Documents, and the Audit Reports of the Accounting Auditor and the Audit and Supervisory Committee for the Consolidated Accounting Documents for FY2023
2: Reporting on the Non-consolidated Accounting Documents for FY2023
Resolutions Proposal:Election of five directors (excluding directors who are Audit and Supervisory Committee members)
4. Instructions for exercising voting rights
Persons that are attending as proxies of shareholders need to be shareholders themselves. A proxy can only be entrusted to one shareholder with voting rights in the Company.
If approval or disapproval is not indicated for each proposal on the Voting Form, it shall be treated as an indication of approval.
Note: Please note that no gifts or light meals, etc., will be provided for attendees at the Meeting this year.
1
Information on matters subject to measures for electronic provision
In convening this General Meeting of Shareholders, the Company has taken measures to provide information that constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information as "Notice of the FY2023 Ordinary General Meeting of Shareholders" and "Notice of the FY2023 Ordinary General Meeting of Shareholders: Other Matters Subject to Measures for Electronic Provision (Matters Omitting the Distribution of Documents)" on the Company's website.
The Company's website: https://www.pasonagroup.co.jp/ir/info/stockholders_meeting.html
Tokyo Stock Exchange website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
To access this information, please enter the company's name or securities code "2168" and click "Search", then select "Basic Information"
and "Documents for public inspection/PR information" in that order.
For shareholders who have not requested the delivery of paper-based documents, this Notice, along with the Reference Documents for the General Meeting of Shareholders and the Performance Highlights, which serve as references for the resolution of proposals, have been sent.
(Notes)
- If attending on the day, please present the enclosed Voting Form to reception.
- If attending, we would appreciate it if you could understand that the dress code for the Meeting consists of light business attire ("Cool Biz").
- If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on each of the websites above.
- The following matters are not included in the documents delivered to shareholders who have requested the delivery of paper-based documents, in accordance with provisions of laws and regulations and Article 14 of the Company's Articles of Incorporation. These matters are included in the scope of the audit conducted by the Audit and Supervisory Committee or the Accounting Auditor in preparing an audit report.
- "Major Businesses," "Major Offices," "the Status of Employees," "Major Lenders," "Matters Regarding Shares," "Matters Regarding Stock Acquisition Rights," "Status of Accounting Auditors," and "Systems for Ensuring Proper Operations of the Company and the Status of the Management" in the Business Report
- "Consolidated Statements of Changes in Shareholders' Equity" and "Notes to Consolidated Financial Statements" in Consolidated Financial Statements
- "Non-consolidatedStatements of Changes in Shareholders' Equity" and "Notes to Non-consolidated Financial Statements" in Non- consolidated Financial Statements
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Proposal and Reference:
Proposal :
Election of Five Directors (Excluding Directors who are Audit and Supervisory Committee Members)
The term of office for all five Directors (excluding Directors who are Audit and Supervisory Committee Members) will expire at the conclusion of the Meeting. Accordingly, it is hereby proposed that five Directors (excluding Directors who are Audit and Supervisory Committee Members) will be elected. The Nomination and Compensation Committee, of which the majority are Independent Outside Directors, deliberates on this proposal, giving due consideration to the composition of the Board of Directors as a whole so as to ensure diversity in terms of knowledge, experience, qualifications, etc., and submits a draft proposal for candidates to the Board of Directors, which deliberates and determines the candidates for Directors based on such findings. The Audit and Supervisory Committee of the Company judges that the procedures for determining candidates are appropriate. The candidates for the Directors (excluding Directors who are Audit and Supervisory Committee Members) are as follows.
Candidate
no.
Name
Current position and responsibilities
at the Company
Attendance
at meetings of
the Board of Directors
1 | Yasuyuki Nambu | Reappointment | Group CEO & President | 100% (16 out of 16 | ||||
meetings) | ||||||||
Executive Officer & Vice President, | ||||||||
2 | Hirotaka | General Manager of | 100% (16 out of 16 | |||||
Reappointment | the Corporate | Planning | Headquarters, | |||||
Wakamoto | meetings) | |||||||
General Manager of the Growth Strategy | ||||||||
Headquarters | ||||||||
Executive Officer & Vice President, General | ||||||||
3 | Junko Fukasawa | Reappointment | Manager of the Pasona Way Headquarters, | 100% (16 out of 16 | ||||
responsible for | the | Social | Contribution | meetings) | ||||
Department | ||||||||
4 | Kinuko Yamamoto | Executive Officer & Vice President, General | 100% (16 out of 16 | |||||
Reappointment | Manager of the New Business | |||||||
meetings) | ||||||||
Development Headquarters | ||||||||
Managing Executive Officer & Director, | ||||||||
5 | Makiya Nambu | General | Manager | of | the | International | 100% (16 out of 16 | |
Reappointment | Business | Headquarters | & Deputy General | |||||
meetings) | ||||||||
Manager of the Corporate Planning
Headquarters, Pasona Group Inc.
3
Reappointment | |||||||||
No. 1 | Name | Birth date | No. of Company shares owned | ||||||
Yasuyuki Nambu | Jan. 5, 1952 | 14,763,200 shares | |||||||
Position, main areas of responsibility, brief career summary, and important concurrent duties | |||||||||
Feb. | 1976 | Established Man Power Center Inc. (currently Nambu Enterprise Inc.) | |||||||
Senior Managing Director | |||||||||
Apr. | 1991 | Representative Director, Man Power Center Inc. | |||||||
Mar. 1992 Representative Director, Temporary Sunrise Inc. (currently Pasona Inc.) | |||||||||
Mar. | 1996 | Director, Business Coop Inc. (currently Benefit One Inc.) | |||||||
Apr. 1999 President & COO, Pasona Inc. (currently Nambu Enterprise Inc.) | |||||||||
Jun. | 2000 | Group CEO, Pasona Inc. | |||||||
Aug. | 2004 | Group CEO & President, General Manager of the Sales and Marketing Headquarters, Pasona Inc. | |||||||
Dec. | 2007 | Representative Director, Pasona Inc. | |||||||
Group CEO & President, Pasona Group Inc. (to present) | |||||||||
Jun. 2010 Chairman & Director, Benefit One Inc. |
Aug. 2011 Chairman & Representative Director, Pasona Inc. (to present)
Attendance at meetings of the Board of Directors
16 out of 16 meetings (100%)
Important concurrent duties
Chairman & Representative Director, Pasona Inc.
Reason for nomination as a Director
He has a wealth of knowledge, experience, and achievements, including driving the Group's growth since its founding in 1976. He has demonstrated strong leadership for promoting Group management and ensuring sustainable growth, thus the Company expects that he will continue to fulfill his duties as a Director.
4
Reappointment
No. 2
Name | Birth date | No. of Company shares owned |
Hirotaka Wakamoto | Nov. 2, 1960 | 44,700 shares |
Position, main areas of responsibility, brief career summary, and important concurrent duties
Apr. 1984 Joined Saitama Bank, Limited (currently Resona Bank, Limited, Saitama Resona Bank, Limited)
Jun. 1989 Joined Temporary Center Inc. (currently Nambu Enterprise Inc.)
Sep. 2006 Managing Director, responsible for the Legal Department, Affiliated Company Department, and International Business Department, General Manager of the Corporate Planning Department, Pasona Inc.
Dec. 2007 Managing Director, responsible for the CMO Department and the International Business Department, General Manager of the Corporate Planning Division, Pasona Group Inc.
Jun. 2010 Director, Benefit One Inc.
Jul. 2012 Senior Managing Director, responsible for the Corporate Planning Division, Pasona Group Inc.
Aug. 2017 Executive Officer & Vice President, General Manager of the Corporate Planning & Administration Headquarters, Pasona Group Inc.
Aug. 2018 Executive Officer & Vice President, General Manager of the Corporate Planning Headquarters, Pasona Group Inc.
Jun. 2019 President & COO, Pasona Knowledge Partner Inc. (to present) Aug. 2020 Director, Bewith Inc. (to present)
Dec. 2021 Executive Officer & Vice President, General Manager of the Corporate Planning
Headquarters, General Manager of the Growth Strategy Headquarters, Pasona Group Inc. (to present) Feb. 2023 President & COO, Pasona Force Inc. (to present)
Attendance at meetings of the Board of Directors
16 out of 16 meetings (100%)
Important concurrent duties
President & COO, Pasona Knowledge Partner Inc.
Director, Bewith Inc.
President & COO, Pasona Force Inc.
Reason for nomination as a Director
As the person responsible for management planning, he possesses a wealth of knowledge and experience, including in the area of driving M&As. We expect that he will contribute to the improvement of corporate value, thus the Company expects that he will continue to fulfill his duties as a Director.
5
Reappointment
No. 3
Name | Birth date | No. of Company shares owned |
Junko Fukasawa | May 28, 1953 | 195,600 shares |
Position, main areas of responsibility, brief career summary, and important concurrent duties | ||
Apr. | 1974 Joined Mitsui Toatsu Chemicals Inc. (currently Mitsui Chemicals, Inc.) | |
Jul. | 1978 | Joined DENTSU INC. (currently Dentsu Group Inc.) |
Sep. | 1981 Joined Temporary Center Inc. (currently Nambu Enterprise Inc.) | |
Jan. 1990 Director, General Manager of the Public Relations Department, Temporary Center Inc. | ||
Jun. 2000 Senior Managing Executive Officer, General Manager of the Human Resources & Planning | ||
Headquarters, Pasona Inc. | ||
Apr. | 2003 President & COO, Pasona Heartful Inc. (to present) | |
Dec. | 2007 Senior Managing Director, responsible for the Human Resources Division, Public Relations and | |
Advertising Department, General Manager of the Social Contribution Department, | ||
Pasona Group Inc. | ||
Jun. | 2015 Senior Managing Director, General Manager of the Human Resources & Planning Headquarters, | |
responsible for the Social Contribution Department, Pasona Group Inc. | ||
Jun. | 2017 | Chairman & Director, Benefit One Inc. |
Aug. | 2017 | Executive Officer & Vice President, General Manager of the Human Resources & Planning |
Headquarters, responsible for the Social Contribution Department, Pasona Group Inc. | ||
Aug. | 2018 | Executive Officer & Vice President, General Manager of the Pasona Way Headquarters, responsible for |
the Social Contribution Department, Pasona Group Inc. (to present) |
Attendance at meetings of the Board of Directors
16 out of 16 meetings (100%)
Important concurrent duties
President & COO, Pasona Heartful Inc.
Reason for nomination as a Director
As the person responsible for the Human Resources, Public Relations, Advertising, and Social Contribution Department, she possesses a wealth of knowledge and experience. We expect that she will contribute to the improvement of corporate value, thus the Company expects that she will continue to fulfill her duties as a Director.
6
Reappointment
No. 4
Name | Birth date | No. of Company shares owned |
Kinuko Yamamoto | Nov. 5, 1955 | 144,900 shares |
Position, main areas of responsibility, brief career summary, and important concurrent duties
Feb. 1979 Joined Man Power Center Inc. (currently Nambu Enterprise Inc.)
Jan. 1990 Director, responsible for the Osaka Sales Headquarters, Man Power Center Inc.
Jun. 2000 Managing Executive Officer, General Manager of the Employment Development Department, Pasona Inc.
Jun. 2005
Dec. 2007
Sep. 2012 Jun. 2015
Dec. 2016 Aug. 2017
President & COO, Kansai Employment Creation Organization Inc. (currently Pasona Masters Inc.)
Senior Managing Director, responsible for the New Business Development Division, Pasona Group Inc.
President & COO, Pasona Furusato Incubation Inc.
Senior Managing Director, General Manager of the New Business Development Headquarters, Pasona Group Inc.
President & COO, Nijigennomori Inc.
Executive Officer & Vice President, General Manager of the New Business Development Headquarters, General Manager of the Smart Life Initiative Headquarters, Pasona Group Inc.
Sep. 2018 Executive Officer & Vice President, General Manager of the New Business Development Headquarters, Pasona Group Inc. (to present)
Attendance at meetings of the Board of Directors
16 out of 16 meetings (100%)
Important concurrent duties
Not applicable
Reason for nomination as a Director
As the person responsible for new business development, she has worked for many years in the field of regional revitalization and in various new businesses with the mission of creating jobs, and she possesses a wealth of knowledge and experience related to business development. We expect that she will contribute to the improvement of corporate value, thus the Company expects that she will continue to fulfill her duties as a Director.
7
Reappointment
No. 5
Name | Birth date | No. of Company shares owned |
Makiya Nambu | Jul. 31, 1984 | 200 shares |
Position, main areas of responsibility, brief career summary, and important concurrent duties
Apr. 2008 Joined Mitsubishi Corporation
Jun. 2013 Joined Pasona Inc.
Sep. 2018 Executive Officer, General Manager of the Global Business Division, Pasona Inc.
Dec. 2018 General Manager of the International Business Division, Pasona Group Inc.
Sep. 2021 Managing Executive Officer, General Manager of the Global Business Division, Pasona Inc.
Aug. 2022
Managing Executive Officer & Director, General Manager of the International Business Division (to present)
Managing Executive Officer & Director, General Manager of the International Business Headquarters & Deputy General Manager of the Corporate Planning Headquarters, Pasona Group Inc. (to present)
Attendance at meetings of the Board of Directors
16 out of 16 meetings (100%)
Important concurrent duties
Managing Executive Officer & Director, Pasona Inc.
Reason for nomination as a Director
He has abundant experience and insight as the person in charge of the division tasked with global operations of the Company and its important subsidiary company, and he is expected to contribute to the enhancement of the Company's corporate value. It is for these reasons that the Company expects that he will continue to fulfill his duties as a Director.
(Notes)
- There are no conflicts of interest between each candidate and the Company.
- The Company has an Officers Liability Insurance Contract as stipulated in Article 430-3, Paragraph 1 of the Companies Act with an insurance company, under which all directors are insured. In addition to the Company-borne costs for compensation for securities related damages, litigation costs, costs for internal investigation when incidents of inappropriate conduct arise, the insurance contact covers costs for compensation for damages and litigation costs incurred by the insured persons arising from claims for compensation of damages arising from actions (including negligence) carried out pursuant to the company position of the relevant director or officer. However, certain exemptions apply, such that the contract will not compensate for damages caused by acts committed with the knowledge that such acts violate laws or regulations. Each Candidate is insured under the insurance contact. The insurance contract is scheduled to be renewed during the term of office of each candidate.
.
8
(Reference) Expertise of the candidates for Board of Directors（If Proposal is approved as proposed）
Knowledge/experience/abilities acquired by the candidates | ||||||||||||||
Name | ||||||||||||||
HR | New business | Compliance/ | Finance/ | Regional | Sustainability/ | |||||||||
Management | risk | revitalization/ | Global | Well-being | ||||||||||
development | development | accounting | ESG | |||||||||||
management | culture/art | |||||||||||||
Yasuyuki | ● | ● | ● | ● | ● | ● | ● | |||||||
Nambu | ||||||||||||||
Hirotaka | ● | ● | ● | ● | ||||||||||
Wakamoto | ||||||||||||||
Junko | ● | ● | ● | ● | ● | |||||||||
Fukasawa | ||||||||||||||
Kinuko | ● | ● | ● | ● | ● | |||||||||
Yamamoto | ||||||||||||||
Makiya | ● | ● | ||||||||||||
Nambu | ||||||||||||||
Kazufumi | Full-time Audit and | ● | ● | |||||||||||
Supervisory | ||||||||||||||
Nomura | ||||||||||||||
Committee Member | ||||||||||||||
Haruo | Outside | |||||||||||||
● | ● | ● | ||||||||||||
Funabashi | Audit and Supervisory | |||||||||||||
Committee Member | ||||||||||||||
Kazuo | Outside | |||||||||||||
● | ● | ● | ● | ● | ||||||||||
Furukawa | Audit and Supervisory | |||||||||||||
Committee Member | ||||||||||||||
Ryohei | Outside | |||||||||||||
● | ● | |||||||||||||
Miyata | Audit and Supervisory | |||||||||||||
Committee Member | ||||||||||||||
Yutaka | Outside | |||||||||||||
● | ● | ● | ||||||||||||
Atomi | Audit and Supervisory | |||||||||||||
Committee Member | ||||||||||||||
9