Pasona : Notice of FY2022 Ordinary General Meeting of Shareholders

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 9, 2023

Start date of measures for electronic provision: August 1, 2023

To: Our shareholders

Yasuyuki Nambu

Group CEO and President Pasona Group Inc.

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

Notice of the FY2022 Ordinary General Meeting of Shareholders

Dear shareholders,

We would like to notify you of the FY2022 (June 1, 2022 through May 31, 2023) 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 23, 2023 (Japan Standard Time). Thank you very much for your cooperation.

1. Date & time 1:00 p.m., Thursday, August 24, 2023

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 FY2022

2: Reporting on the Non-consolidated Accounting Documents for FY2022

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

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.

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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 FY2022 Ordinary General Meeting of Shareholders" and "Notice of the FY2022 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.

The documents for this Notice, which are to be sent to shareholders who have requested the delivery of the paper copy in accordance with laws and regulations and the Articles of Incorporation, have been sent to all shareholders.

(Notes)

1. If attending on the day, please present the enclosed Voting Form to reception.
2. If attending, we would appreciate it if you could understand that the dress code for the Meeting consists of light business attire ("Cool Biz").
3. 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.
4. The following matters are not included in this Notice in accordance with provisions of laws and regulations as well as 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.
5. 1. "Matters Concerning Stock Acquisition Rights," "Matters Concerning Accounting Auditors," and "Systems for Ensuring Proper Operations of the Company and the Status of the Management" in the Business Report
   2. "Consolidated Statements of Changes in Shareholders' Equity" and "Notes to Consolidated Financial Statements" in Consolidated
      Financial Statements
   3. "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 1:

Partial amendments to the Articles of Incorporation

1. Reasons for Amendments:

1. The Company is making these additions and changes to the business purpose in Article 2 (Purpose) of the current Articles of Incorporation in order to organize the Company's purpose in line with current circumstances and to respond to the diversification of the Company's business in the future.
2. From the viewpoint of further strengthening corporate governance, the number of Directors (excluding Directors who are Audit and Supervisory Committee Members) shall be reduced from "not more than 15" to "not more than 10" with respect to Article 17 (Number of Directors) of the current Articles of Incorporation. This shall be done to keep the overall number of Directors at an appropriate size.

2. Details of Amendments:

The amendments are as follows.

(Underlined parts indicate being subject to amendment)

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