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Share Issuance and Disposal2168Pasona Group Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company decided to dispose of 26,000 treasury shares as restricted stock compensation to 16 directors, directors serving as Audit & Supervisory Committee members, and executive officers. The disposal price is ¥1,556 per share, for a total of ¥40,456,000.

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Scale
26000
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much26,000Shares

26,000 common shares of the company (treasury shares)

5 directors of the Company other than directors who are Audit and Supervisory Committee Members6,400 shares
5 directors serving as Audit & Supervisory Committee members12,500 shares
6 executive officers who do not concurrently serve as directors of the Company7,100 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥1,556 per share
Amount of funds to be raised

Total monetary claims of ¥40,456,000 (as the shares will be contributed in kind, estimated net proceeds are not disclosed)

Total Stock-Based Compensation
Total monetary claims of ¥40,456,000. The amount for directors not serving as Audit & Supervisory Committee members is capped at ¥300 million per year, and the amount for directors serving as Audit & Supervisory Committee members is capped at ¥100 million per year.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase.

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
From 23 October 2026 until immediately after the relevant person retires or leaves the position of director, executive officer or employee of the company or its affiliates, or an equivalent point in time
Conditions for lifting transfer restrictions
The restrictions will be fully lifted at the end of the transfer restriction period, provided that the recipient continuously holds a position as a director, executive officer or employee of the company or its affiliates, or an equivalent position, throughout the service provision period. If the recipient retires or leaves the company upon expiration of the term of office, due to death, mandatory retirement or another legitimate reason, the restrictions on the number of shares calculated in accordance with the prescribed formula will be lifted immediately after retirement or departure.
Reason for acquisition without consideration
If the recipient engages in a violation of laws or regulations or falls under another specified circumstance set out in the restricted stock allotment agreement during the transfer restriction period, all shares held by the recipient will be acquired without consideration. Shares for which the transfer restrictions have not been lifted at the end of the transfer restriction period or at the prescribed lifting date will also be acquired without consideration.
Categories and Number of Persons Covered
5 directors not serving as Audit & Supervisory Committee members: 6,400 shares; 5 directors serving as Audit & Supervisory Committee members: 12,500 shares; 6 executive officers who do not concurrently serve as directors: 7,100 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Payment date
23 October 2026
Basis for determining the amount to be paid
The closing price of the company's common shares on the Tokyo Stock Exchange Prime Market on 18 September 2026, ¥1,556. The price is based on the closing price on the business day preceding the date of the Board of Directors' resolution, with no discount or premium.
Procedures under the Corporate Code of Conduct
At the 18th Annual General Meeting of Shareholders held on 22 August 2025, approval was obtained for the compensation and number of shares under this plan.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of26,000 common shares of the company (treasury shares)
Issue price and disposal price¥1,556 per share
Amount of funds to be raisedTotal monetary claims of ¥40,456,000 (as the shares will be contributed in kind, estimated net proceeds are not disclosed)
Payment date23 October 2026
Intended allotteeName 5 directors of the Company other than directors who are Audit and Supervisory Committee Members / Number of Shares 6,400 shares, Name 5 directors serving as Audit & Supervisory Committee members / Number of Shares 12,500 shares, Name 6 executive officers who do not concurrently serve as directors of the Company / Number of Shares 7,100 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase.
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange Prime Market on 18 September 2026, ¥1,556. The price is based on the closing price on the business day preceding the date of the Board of Directors' resolution, with no discount or premium.
Transfer restriction periodFrom 23 October 2026 until immediately after the relevant person retires or leaves the position of director, executive officer or employee of the company or its affiliates, or an equivalent point in time
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted at the end of the transfer restriction period, provided that the recipient continuously holds a position as a director, executive officer or employee of the company or its affiliates, or an equivalent position, throughout the service provision period. If the recipient retires or leaves the company upon expiration of the term of office, due to death, mandatory retirement or another legitimate reason, the restrictions on the number of shares calculated in accordance with the prescribed formula will be lifted immediately after retirement or departure.
Reason for acquisition without considerationIf the recipient engages in a violation of laws or regulations or falls under another specified circumstance set out in the restricted stock allotment agreement during the transfer restriction period, all shares held by the recipient will be acquired without consideration. Shares for which the transfer restrictions have not been lifted at the end of the transfer restriction period or at the prescribed lifting date will also be acquired without consideration.
Categories and Number of Persons Covered5 directors not serving as Audit & Supervisory Committee members: 6,400 shares; 5 directors serving as Audit & Supervisory Committee members: 12,500 shares; 6 executive officers who do not concurrently serve as directors: 7,100 shares
Total Stock-Based CompensationTotal monetary claims of ¥40,456,000. The amount for directors not serving as Audit & Supervisory Committee members is capped at ¥300 million per year, and the amount for directors serving as Audit & Supervisory Committee members is capped at ¥100 million per year.
Procedures under the Corporate Code of ConductAt the 18th Annual General Meeting of Shareholders held on 22 August 2025, approval was obtained for the compensation and number of shares under this plan.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To provide the eligible directors and other recipients with an incentive to sustainably increase corporate value and promote the sharing of value with shareholders, as well as to further enhance their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Pasona Group Inc. (2168) timely disclosure | Komori