Pasona Group Inc.TSE: 2168

Notice of the FY2024 Ordinary General Meeting of Shareholders

· Issued by Pasona Group Inc.

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, 2025

Start date of measures for electronic provision: July 24, 2025

To: Our shareholders

Hirotaka Wakamoto Representative Director, President and CEO Pasona Group Inc.

1-5-1 Marunouchi, Chiyoda-ku Tokyo, Japan

Notice of the FY2024 Ordinary General Meeting of Shareholders

Dear shareholders,

We would like to notify you of the FY2024 (June 1, 2024 through May 31, 2025) 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.

In accordance with the provisions of the Company’s Articles of Incorporation, this Ordinary General Meeting of Shareholders will be held without a designated physical venue (hereinafter referred to as the “Virtual-Only Shareholders Meeting”).

If you are unable to attend the Meeting in person, you may exercise your voting rights in writing or via the internet, etc. We kindly ask that you follow the instructions on pages 5 to 8 of this Notice of the Ordinary General Meeting of Shareholders, review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. on Thursday, August 21, 2025 (Japan Standard Time).

  1. Date & time 1:00 p.m., Friday, August 22, 2025

    If this Ordinary General Meeting of Shareholders cannot be held on the above date and time due to communication problems, it will instead be held at 1:00 p.m. on the reserve date, Saturday, August 23, 2025.

  2. How the Meeting will be held

    Shareholders’ Meeting without a designated physical venue (Virtual-Only Shareholders Meeting)

    Please review the “Information on the Virtual-Only Shareholders Meeting” on pages 9 to 14 for details and then attend the Meeting. Since the Meeting will be held only on the Internet, there will be no venue for shareholders to actually attend the Meeting.

  3. Meeting agenda
Reporting 1: Reporting on Business Report, Consolidated Financial Statements, and audit results of Consolidated Financial Statements by the Accounting Auditor and Audit and Supervisory Committee for FY2024

2: Reporting on Non-consolidated Financial Statements for FY2024

Resolutions

Proposal 1: Partial Amendments to the Articles of Incorporation

Proposal 2: Election of Five Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

Proposal 3: Election of Five Directors Who Are Audit and Supervisory Committee Members

Proposal 4: Revision of Compensation Amount for Directors Who Are Audit and Supervisory Committee Members

Proposal 5: Determination of Compensation for Granting Restricted Shares to Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

Proposal 6: Determination of Compensation for Granting Restricted Shares to Directors Who Are Audit and Supervisory Committee Members

Proposal 7: Appropriation of Surplus

Proposal 8: Partial Amendment to the Articles of Incorporation Concerning the Disclosure of Related-Party Transactions (Donations) With Due Consideration of Cost of Capital

Matters decided regarding the convening of the Meeting

  1. The communication method used for sending and receiving information at this General Meeting of Shareholders shall be the internet.

  2. If approval or disapproval is not indicated on the Voting Form for a proposal, it shall be treated as an indication of approval for company proposals and disapproval for shareholder proposals.

  3. If communication failures or other disruptions seriously impede the proceedings, a resolution will be adopted at the outset of this General Meeting of Shareholders authorizing the Chairman to adjourn or continue the Meeting. If the Chairman decides to adjourn or continue based on the resolution, an adjourned or continued session of this General Meeting of Shareholders will be held at 1:00 p.m. on Saturday, August 23, 2025 (Japan Standard Time). In such an event, the Company will promptly post a notice on the Company’s website (https://www.pasonagroup.co.jp/ir/info/stockholders_meeting.html). Please follow the procedures described in the “Information on the Virtual-Only Shareholders Meeting” starting on page 9 and attend the adjourned or continued session of this General Meeting of Shareholders.

  4. If shareholders who exercise their voting rights in advance via the internet or in writing attend this General Meeting of Shareholders and exercise their voting rights in duplicate, the content of the vote exercised at this General Meeting of Shareholders shall be treated as valid. If they do not exercise their voting rights at this General Meeting of Shareholders, any votes cast in advance via the internet or in writing shall be treated as valid.

  5. If you exercise your voting rights both in writing and via the Internet, the vote via the Internet shall be upheld as valid. If voting rights are exercised more than once via the internet, the last vote shall be upheld as valid.

  6. Please note that the language available for this General Meeting of Shareholders is Japanese only.

The Company has decided to hold this General Meeting of Shareholders as a virtual-only meeting for the following reasons:

  1. Ensuring equal opportunities for participation and improving convenience

    By offering the same opportunities to all shareholders—including those who have difficulty traveling or who live in remote areas—we expect greater shareholder participation, more active exercise of voting rights, and more active shareholder communication.

  2. Operational efficiency and cost reduction

    By reviewing venue- and operation-related expenses, as well as staffing allocations, we can reduce costs and streamline the operation of the General Meeting of Shareholders.

  3. Consideration for the environment

    Reducing the need for physical travel, etc. to the Meeting venue will lower CO₂ emissions and is therefore expected to contribute to environmental protection.

    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 FY2024 Ordinary General Meeting of Shareholders” and “Notice of the FY2024 Ordinary General Meeting of Shareholders: Other Matters Subject to Measures for Electronic Provision (Matters Omitting the Distribution of Documents)” on the following websites.

    The Company’s website

Tokyo Stock Exchange website (Listed Company Search)

https://www.pasonagroup.co.jp/ir/info/stockholders_m

eeting.html

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.d

o?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.

In addition to this Notice, the Reference Documents for the General Meeting of Shareholders and performance highlights, which serve as reference when voting on the proposals, are to be sent to shareholders who have not requested the delivery of paper-based documents.

◎ If you are unable to attend the Meeting in person, you may exercise your voting rights via the internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders posted as the matters subject to measures for electronic provision, and exercise your voting rights by 5:30 p.m. on Thursday, August 21, 2025 (Japan Standard Time).

◎ If revisions to the matters subject to measures for electronic provision arise, the revisions will be posted on the respective websites where the matters are posted.

◎ In accordance with the provisions of laws and regulations and Article 14 of the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents delivered to shareholders who have requested the delivery of such documents. These matters are also included in the scope of audits by the Audit and Supervisory Committee or the Accounting Auditor when they create their audit reports.

    1. “Principal Business,” “Major Offices,” “Matters Concerning Employees,” “Major Lenders,” “Matters Concerning Stock,” “Matters Concerning Stock Acquisition Rights,” “Overview of Liability Limitation Agreements,” “Overview of Directors and Officers Liability Insurance Policy,” “Matters Concerning Accounting Auditors,” and “Systems for Ensuring Proper Operations of the Company and the Status of the Management” in Business Report

    2. “Consolidated Statements of Changes in Shareholders’ Equity” and “Notes to Consolidated Financial Statements” in Consolidated Financial Statements

    3. “Non-consolidated Balance Sheet,” “Non-consolidated Statement of Income,” “Non-consolidated Statement of Changes in Equity,” and “Notes to Non-consolidated Financial Statements” in Non-consolidated Financial Statements

    4. “Accounting Auditor’s Report on the Consolidated Financial Statements,” “Accounting Auditor’s Report,” and “Audit Report of the Audit and Supervisory Committee” in Audit Reports

Proposal and Reference:

Company Proposals (Proposal 1 to Proposal 6)

Proposal 1:Partial amendments to the Articles of Incorporation
  1. Reasons for the Amendments:

    In order to enable a flexible and agile response to the operation of the general meetings of shareholders and the meetings of the Board of Directors, Articles 13 and 21 of the Company’s current Articles of Incorporation, which in principle limit the chairman of the general meeting of shareholders and the meetings of the Board of Directors to the President & Director, shall be amended to allow a Representative Director to serve as the chairperson.

  2. Details of the Amendments:

The amendments are as follows.

(Underlined parts indicate being subject to amendment)

Current Articles of Incorporation

Proposed Amendments

(Convener and Chairperson) Article 13

The general meeting of shareholders shall be convened and chaired by the President & Director. In the event that the President & Director is unable to act, a Director shall take his/her place in the order previously determined by the Board of Directors.

(Convener and Chairperson of the Board of Directors)

Article 21

Meetings of the Board of Directors shall be convened and chaired by the President & Director, except as otherwise provided by law. In the event that the President & Director is unable to act, a Director shall take his/her place in the order previously determined by the Board of Directors.

2 to 4 (Omitted)

(Convener and Chairperson) Article 13

The general meeting of shareholders shall be convened and chaired by the Representative Director. In the event that the Representative Director is unable to act, a Director shall take his/her place in the order previously determined by the Board of Directors.

(Convener and Chairperson of the Board of Directors)

Article 21

Meetings of the Board of Directors shall be convened and chaired by the Representative Director, except as otherwise provided by law. In the event that the Representative Director is unable to act, a Director shall take his/her place in the order previously determined by the Board of Directors.

2 to 4 (Unchanged)