パソナグループ（2168） – CONSOLIDATED FINANCIAL REPORT (Japanese GAAP) FY2021 (June 1, 2021 to May 31, 2022) Nine Months Ended February 28, 2022

Note: 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. CONSOLIDATED FINANCIAL REPORT (Japanese GAAP) FY2021 (June 1, 2021 to May 31, 2022) Nine Months Ended February 28, 2022 April 14, 2022 Pasona Group Inc. The Prime Market of the Tokyo Stock Exchange 2168 https://www.pasonagroup.co.jp Yasuyuki Nambu, Group CEO and President Listed company name: Listing stock exchange: Securities code number: URL: Representative: For further information contact: Yuko Nakase, Senior Managing Executive Officer and CFO Tel. +81-3-6734-0200 Scheduled filing date of quarterly report: April 14, 2022 Supplemental materials prepared for quarterly financial results: Yes Holding of quarterly financial results meeting: No (All amounts are in millions of yen rounded down unless otherwise stated) 1. CONSOLIDATED BUSINESS RESULTS (1) Consolidated Financial Results Profit attributable to owners of parent % 31.0 882.9 7,314 5,582 Percentage figures are the increase / (decrease) for the corresponding period of the previous fiscal year. Net Sales Operating Income Ordinary Income Nine months ended February 28, 2022 Nine months ended February 28, 2021 270,875 244,670 % 10.7 2.2 17,348 14,512 % 19.5 147.8 % 17,760 21.5 14,622 163.3 (Note) Comprehensive income 9M FY2021: ¥11,778 million(50.9%) 9M FY2020: ¥7,803 million (169.5%) Net Income per Share Yen 186.85 142.68 Diluted Net Income per Share per Share Yen ― ― Nine months ended February 28, 2022 Nine months ended February 28, 2021 (2) Consolidated Financial Position February 28, 2022 May 31, 2021 167,487 151,641 Total Assets Net Assets 58,068 49,779 Equity Ratio (%) 26.8 25.2 (Reference) Equity As of February 28, 2022: ¥44.943 million As of May 31, 2021: ¥38,155 million (Note) In total assets as of May 31, 2021 and February 28, 2022, temporary “Deposits received” from customers related to contracted projects is recorded in liabilities, and “Cash and deposits” worth it is recorded in assets. For details, please refer to “1. Information Concerning Quarterly Consolidated Business Results (2) Overview of Consolidated Financial Position”. 2. DIVIDENDS PER SHARE FY2020 FY2021 FY2021 (Forecast) Yen — — (Note) Revision to dividend forecast in the current quarter: No End of First Quarter End of Second Quarter End of Third Quarter Fiscal Year-End Total Yen 0.00 0.00 Yen — — Yen 30.00 30.00 Yen 30.00 30.00 ― 1 ― 3. FORECAST OF RESULTS FOR THE FISCAL YEAR ENDING MAY 31, 2022 FY2021 Full Fiscal Year 368,000 % 10.0 22,000 % 10.3 Percentage figures are the increase / (decrease) for the corresponding period of the previous fiscal year. Net Income per Shares Operating Income Net Sales Ordinary Income Profit attributable to owners of parent % 25.3 8,500 % 7.9 22,000 Yen 217.14 (Note) Revision to forecast of results in the current quarter: No From the beginning of the first quarter in FY2021, “Accounting Standard for Revenue Recognition” (ASBJ Statement No.29) is applied. Above “FORECAST OF RESULTS” are based on the accounting standard. Percentage figures are calculated based on the results before reclassification in FY2020 Full Fiscal Year. 4. NOTES (1) Changes in important subsidiaries during the current period: None (Changes in specified subsidiaries that caused changes in the scope of consolidation) (2) Application of the special accounting practices in the preparation of quarterly consolidated financial statements: None (3) Changes of accounting principles, changes in accounting estimates and retrospective restatement 1) Changes of accounting principles in line with revisions to accounting and other standards: Yes 2) Changes of accounting principles other than 1) above: None 3) Changes in accounting estimates: None 4) Retrospective restatement: None (4) Number of shares issued and outstanding (Common shares) 1) The number of shares issued and outstanding as of the period-end (including treasury shares) February 28, 2022: 41,690,300 shares May 31, 2021: 41,690,300 shares 2) The number of treasury shares as of the period-end February 28, 2022: 2,516,094 shares May 31, 2021: 2,550,899 shares 3) Average number of shares for the period (Quarterly cumulative period) Nine months ended February 28, 2022: 39,148,225 shares Nine months ended February 28, 2021: 39,130,010 shares (Note) The Company has introduced “Board Benefit Trust (BBT)” and “Employment Stock Ownership Plan (J-ESOP)”. The Company’s shares in the BBT and J-ESOP, which are reported as treasury shares under Shareholders’ equity, are counted as the number of treasury shares as of the average number of shares outstanding for the period for the purpose of not including for computing earnings and net assets per share. The Quarterly Financial Report is not subject to a quarterly review conducted by CPA or audit firm. Cautionary statement and other explanatory notes The aforementioned forecasts are based on assumptions and beliefs in light of information available to management at the time of document preparation and accordingly include certain unconfirmed factors. As a result, readers are advised that actual results may differ materially from forecasts for a variety of reasons. Please refer to “Overview of Consolidated Forecasts” on page 5. Method to obtain supplemental materials for quarterly financial results Supplemental materials for the quarterly financial results have been posted on the Company’s website (https://www.pasonagroup.co.jp/ir/) since April 14, 2022. ― 2 ― Consolidated Financial Report Nine Months Ended February 28, 2022 INDEX 1. Information Concerning Quarterly Consolidated Business Results (1) Consolidated Business Results (2) Overview of Consolidated Financial Position (3) Overview of Consolidated Forecasts 2. Quarterly Consolidated Financial Statements and Notes (1) Quarterly Consolidated Balance Sheets (2) Quarterly Consolidated Statements of Income (3) Quarterly Consolidated Statements of Comprehensive Income (4) Notes to Going Concern Assumption (5) Notes on Significant Changes in the Shareholders’ Equity (6) Changes in Accounting Policies (7) Additional Information (8) Segment Information (9) Important Subsequent Events ･････ p. 4 ･････ p. 5 ･････ p. 5 ･････ ･････ p. 6 p. 8 ･････ p. 9 ･････ p. 10 ･････ p. 10 ･････ p. 10 ･････ p. 11 ･････ p. 11 ･････ p. 14 ― 3 ― 9M FY2021 Consolidated Financial Report (June 1, 2021 – February 28, 2022) 1. Information Concerning Quarterly Consolidated Business Results (1) Consolidated Business Results Net sales Operating income Ordinary income Profit attributable to owners of parent 9M FY2020 9M FY2021 244,670 14,512 14,622 5,582 270,875 17,348 17,760 7,314 Segment Information (Figures include intersegment sales) Consolidated Net Sales by Segment (Millions of yen) YoY +10.7% +19.5% +21.5% +31.0% (Millions of yen) 9M FY2020 9M FY2021 YoY HR Solutions Expert Services (Temporary staffing), BPO Services (Contracting), Others Expert Services (Temporary staffing) BPO Services (Contracting) HR Consulting, Education & Training, Others Global Sourcing (Overseas) Career Solutions (Placement / Recruiting, Outplacement) Outsourcing Life Solutions Regional Revitalization Solutions Eliminations and Corporate Total 240,832 204,381 111,185 82,402 5,731 5,062 9,373 27,077 4,882 2,173 (3,218) 267,109 +10.9% 229,022 +12.1% 114,102 102,518 6,256 6,145 11,021 27,065 5,262 3,291 (4,788) +2.6% +24.4% +9.2% +21.4% +17.6% (0.0)% +7.8% +51.4% － 244,670 270,875 +10.7% Consolidated Operating Income (Loss) by Segment (Millions of yen) HR Solutions Expert Services (Temporary staffing), BPO Services (Contracting), Others Expert Services (Temporary staffing) BPO Services (Contracting) HR Consulting, Education & Training, Others Global Sourcing (Overseas) Career Solutions (Placement / Recruiting, Outplacement) Outsourcing Life Solutions Regional Revitalization Solutions Eliminations and Corporate Total 9M FY2020 9M FY2021 26,967 22,491 YoY +19.9% 13,371 14,075 +5.3% 13,338 13,818 +3.6% 32 2,200 6,919 224 (1,555) (6,647) 14,512 257 3,358 9,533 177 (1,702) (8,094) 17,348 +682.3% +52.6% +37.8% (20.9)% － － +19.5% ※Since the end of FY2020, the segment of some subsidiaries has been changed with the reorganization of subsidiaries. The above tables regarding results in 9M FY2021 show the figures reclassified into the new segment classification. ― 4 ― (2) Overview of Consolidated Financial Position Status of Assets, Liabilities and Net Assets Assets and liabilities at the end of the third quarter of the current fiscal year included temporary “Deposits received” from clients related to contracted projects for which use by the Group is restricted and a corresponding “Cash and deposits” amounting to ¥1,109 million (¥1,989 million at the end of the previous fiscal year). Assets Total assets at the end of the third quarter increased by ¥15,846 million (up 10.4%) from the end of the previous fiscal year to ¥167,487 million. While cash and deposits decreased by ¥24,191 million, notes receivable, accounts receivable, and contract assets increased by ¥16,699 million due to an increase in contract projects, while property, plants, and equipment increased by ¥4,118 million due to regional development projects, etc., and goodwill increased by ¥11,277 million due to the acquisition of all shares of JTB Benefit Inc. Liabilities Net Assets Total liabilities at the end of the third quarter increased by ¥7,557 million (up 7.4%) from the end of the previous fiscal year to ¥109,419 million. While long-term loans payable increased by ¥10,950 million due to fundraising, accounts payable-trade decreased by ¥1,284 million due to progress in payments, while provisions for bonuses decreased by ¥1,710 million due to bonus payments. Net assets at the end of the third quarter increased by ¥8,289 million (up 16.7%) from the end of the previous fiscal year to ¥58,068 million. While profit attributable to owners of the parent was ¥7,314 million, dividend payments of ¥1,196 million resulted in a ¥6,130 million increase in retained earnings. As a result, the equity ratio increased 1.6 percentage points from the end of the previous fiscal year to 26.8%. After deducting “Cash and deposits” associated with “Deposits received” for contract projects, total assets amounted to ¥166,377 million, and the equity ratio was 27.0%. (3) Overview of Consolidated Forecasts Since the third-quarter results are generally in line with plans, we maintain our full-year consolidated earnings forecast for the fiscal year ending May 31, 2022, which was announced on January 14, 2022. ― 5 ― 2. Quarterly Consolidated Financial Statements and Notes (1) Quarterly Consolidated Balance Sheets As of May 31, 2021 As of February 28, 2022 (Millions of yen) ASSETS Current assets Cash and deposits Notes and accounts receivable-trade Notes and accounts receivable-trade and contract assets Inventories Other Allowance for doubtful accounts Total current assets Non-current assets Property, plant and equipment Intangible assets Goodwill Other Total intangible assets Investments and other assets Other Allowance for doubtful accounts Total investments and other assets Total non-current assets Deferred assets Total assets 54,533 44,267 － 2,717 7,400 (57) 108,862 18,568 1,644 4,716 6,361 17,778 (97) 17,681 42,610 168 151,641 30,341 － 60,967 3,885 9,572 (96) 104,671 22,686 12,922 7,578 20,501 19,486 (12) 19,473 62,661 154 167,487 MM((ililliloinos nos f oyf ― 6 ― As of May 31, 2021 As of February 28, 2022 LIABILITIES Current liabilities Accounts payable-trade Short-term loans payable Accrued expenses Income taxes payable Deposits received Provision for bonuses Provision for directors’ bonuses Asset retirement obligations Other Total current liabilities Non-current liabilities Bonds payable Long-term loans payable Provision for directors’ stock benefit Provision for employees’ stock grant Net defined benefit liability Asset retirement obligations Other Total non-current liabilities Total liabilities NET ASSETS Shareholders’ equity Capital stock Capital surplus Retained earnings Treasury shares Total shareholders’ equity Accumulated other comprehensive income Valuation difference on available-for-sale securities Foreign currency translation adjustment Remeasurements of defined benefit plans Total accumulated other comprehensive income Share acquisition rights Non-controlling interests Total net assets Total liabilities and net assets 6,377 9,433 15,152 4,071 5,518 4,580 17 17 25,606 70,775 2,176 20,990 457 438 2,263 2,125 2,634 31,086 101,861 5,000 14,029 20,801 (2,417) 37,413 694 10 36 741 4 11,619 49,779 151,641 ― 7 ― (Millions of yen) 5,093 9,680 15,802 2,614 4,007 2,869 8 1 25,171 65,249 4,103 31,941 583 562 2,277 2,312 2,388 44,169 109,419 5,000 14,069 26,931 (2,378) 43,622 1,218 92 9 1,320 4 13,120 58,068 167,487 9M FY2020 9M FY2021 (Millions of yen) (2) Quarterly Consolidated Statements of Income Selling, general and administrative expenses Net sales Cost of sales Gross profit Operating income Non-operating income Interest income Subsidy Real estate rent Other Share of profit of entities accounted for using equity method Total non-operating income Non-operating expenses Interest expenses Share of loss of entities accounted for using equity method Commitment fee Rent expenses on real estates Other Total non-operating expenses Ordinary income Extraordinary income Gain on sale of non-current assets Gain on sale of investment securities Gain on sale of shares of subsidiaries and associates Total extraordinary income Extraordinary loss Loss on sales and retirement of non-current assets Impairment loss Loss on sale of investment securities Loss on valuation of investment securities Loss on valuation of shares of subsidiaries and associates Total extraordinary loss Income before income taxes Income taxes-current Income taxes-deferred Income taxes Profit Profit attributable to non-controlling interests Profit attributable to owners of parent 244,670 183,640 61,029 46,517 14,512 30 － 439 561 186 1,217 219 225 44 487 131 1,107 14,622 － 4 0 4 195 1,092 － 14 48 1,351 13,274 5,445 346 5,791 7,483 1,900 5,582 270,875 204,837 66,038 48,690 17,348 21 2 447 554 257 1,283 206 － 96 465 101 870 17,760 3 － 24 28 32 － 2 19 0 54 17,734 6,086 955 7,042 10,691 3,377 7,314 ― 8 ― (3) Quarterly Consolidated Statements of Comprehensive Income (Millions of yen) 9M FY2020 9M FY2021 Profit Other comprehensive income Valuation difference on available-for-sale securities Foreign currency translation adjustment Remeasurements of defined benefit plans Share of other comprehensive income of entities accounted for using equity method Total other comprehensive income Comprehensive income Comprehensive income attributable to Comprehensive income attributable to owners of the parent Comprehensive income attributable to non-controlling interests (22) 7,483 340 1 0 319 7,803 5,691 2,111 10,691 1,023 86 (24) 0 1,086 11,778 7,893 3,885 ― 9 ― (4) Notes to Going Concern Assumption Not applicable (5) Notes on Significant Changes in the Shareholders’ Equity Not applicable (6) Changes in Accounting Policies Application of Accounting Standard for Revenue Recognition, etc. “Accounting Standard for Revenue Recognition” (ASBJ Statement No.29, March 31, 2020; hereinafter, “The New Revenue Standard”) is applied from the beginning of the first quarter in FY2021. When control of the promised goods or services is transferred to the customer, revenue is recognized by the amount expected to be received in exchange for the goods or services. The main changes due to it are as follows. In outsourcing business, regarding to transactions for which the role of a consolidated subsidiary in providing services to customers is determined to be an agent, of the transactions that had traditionally been recognized the total amount of consideration received from customers as revenue, the method has been changed to that of recognizing revenue with the net amount obtained by deducting the amount paid to subcontractors from the consolidation received from customers. In expert services business, regarding to the amount of commuting transportation expenses for temporary staffs received from customers, revenue had traditionally been recognized as the net amount obtained by deducting the amount paid to temporary staffs from the consolidation received from customers. The method has been changed to that of recognizing revenue with the total amount because the amount paid to temporary staffs is a part of the consolidation of providing services related to temporary staffing and the role of consolidated subsidiaries is applicable to the person. Regarding to application of The New Revenue Standard, etc., the Group follows transitional handling provided in its Paragraph 84 proviso. The Group has adjusted the cumulative impact of retroactive application of the new accounting policy before the beginning of the first quarter in FY2021 to retained earnings in the beginning of the first quarter in FY2021, and has applied the new accounting policies since then. However, the Group has applied the method provided in The New Revenue Standard Paragraph 86, and has not retroactively applied the new accounting policies to the contracts recognizing almost all amount of revenue according to the previous accounting policies before the beginning of the first quarter in FY2021. The Group has applied the method provided in The New Revenue Standard Paragraph 86 Also write (1), has performed accounting based on the terms and conditions after reflecting all contract changes before the beginning of the first quarter in 2021, and has adjusted the cumulative impact to retained earnings in the beginning of the first quarter in FY2021. As a result, in the consolidated cumulative third quarter of FY2021, the net sales decreased by ¥3,618 million, cost of sales decreased by ¥3,753 million, selling, general, and administrative expenses increased by ¥124 million, and operating income, ordinary income, and income before income taxes respectively increased by ¥10 million. Retained earnings in the beginning of FY2021 increased by ¥12 million. Because of application of The New Revenue Standard, etc., “Notes and accounts receivable-trade” in “Current assets” in Consolidated Balance Sheets of FY2020 is included in “Notes and accounts receivable-trade, and contract assets” from the first quarter of FY2021. According to transitional handling provided in The New Revenue Standard Paragraph 89-2, the Group has not reclassified by the new display method in the previous fiscal year. According to transitional handling provided in “Accounting Standard for Quarterly Financial Reporting” (ASBJ Statement No.12, March 31, 2020) Paragraph 28-15, the Group does not describe the information that decomposes the revenue generated from contracts with customers in the previous third quarter financial report. Application of Accounting Standard for Fair Value Measurement, etc. The Group has applied “Accounting Standard for Fair Value Measurement” (ASBJ Statement No.30, July 4, 2019; hereinafter, “Fair Value Accounting Standard”) from the beginning of the first quarter in FY2021. According to transitional handling provided in Fair Value Accounting Standard Paragraph 19 and “Accounting Standard for Financial Instruments” (ASBJ Statement No.10, July 4, 2019) Paragraph 44-2, the Group will apply the new accounting policies stipulated by Fair Value Accounting Standard and so on in the future. There is no impact on the quarterly consolidated financial statements. ― 10 ― (7) Additional Information: Accounting estimates with COVID-19 infections There are no significant changes to the assumption including future spread and convergence time of COVID-19 infections, which is described in “Additional Information” of “Consolidated Financial Report FY2020 (June 1, 2020 to May 31, 2021). (8) Segment Information i) Nine months ended February 28, 2021 a) Information regarding net sales and segment income (loss) by reporting segment (Millions of yen) Reporting segments HR Solutions Career Solutions Outsourcing Life Solutions Regional Revitalization Solutions Total Adjustment (Note 2) Figures in consolidated statements of income (Note 3) Expert Services, BPO Services, Others (Note 1) Net sales (1) Sales to outside customers (2) Intersegment sales and transfers 202,220 9,353 26,586 4,664 1,845 244,670 － 244,670 2,161 20 490 218 327 3,218 (3,218) － 204,381 9,373 27,077 4,882 2,173 247,888 (3,218) 244,670 Operating income (loss) 13,371 2,200 6,919 224 (1,555) 21,159 (6,647) 14,512 1. The “Expert Services, BPO Services, Others” segment includes each of the businesses of Expert Services (Temporary staffing), BPO Services (Contracting), HR Consulting/Education & Training/Others and Global Sourcing (Overseas). 2. Adjustment of ¥(6,647) million with Operating income (loss) includes corporate expenses of ¥(6,698) million which primarily consist of Group management costs relating to the Company and incubation cost for our new business and the elimination of intersegment transactions of ¥51 million. 3. Segment income is adjusted with operating income under consolidated statements of income. b) Information regarding impairment loss of non-current assets or goodwill by reporting segment The total impairment loss of non-current assets in the consolidated cumulative third quarter of FY2020 has amounted to ¥1,092 million; ¥639 million in “Expert Services, BPO Services, Others” segment and ¥452 million in “Regional Revitalization Solutions” segment. Total Notes: ― 11 ― Expert Services, BPO Services, Others 113,671 101,111 － － － － ii) Nine months ended February 28, 2022 a) Information regarding net sales and income (loss) by reportable segment and revenue decomposition information Reporting segments HR Solutions Career Solutions Outsourcing Life Solutions (Millions of yen) Regional Revitalization Solutions Total Adjustment (Note 1) Figures in consolidated statements of income (Note 2) Net sales Expert Services BPO Services HR Consulting, Others Education & Training, 5,318 Global Sourcing 5,909 Career Solutions 10,990 － － － － － － － － － － － － － － － － － － － － － － － － － － － 113,671 101,111 5,318 5,909 10,990 26,211 4,891 26,211 4,891 － 2,770 2,770 226,011 10,990 26,211 4,891 2,770 270,875 270,875 － － － － － － 226,011 10,990 26,211 4,891 2,770 270,875 270,875 3,010 30 854 370 521 4,788 (4,788) 299,022 11,021 27,065 5,262 3,291 275,664 (4,788) 270,875 Operating income (loss) 14,075 3,358 9,533 177 (1,702) 25,442 (8,094) 17,348 － － － － － － － － － － － 113,671 101,111 5,318 5,909 10,990 26,211 4,891 2,770 － － Outsourcing Life Solutions Regional Revitalization Solutions Revenue from contract with customers Other revenue Sales to outside customers Intersegment sales and transfers Total Notes: 1. Adjustment of ¥(8,094) million with Operating income (loss) includes the corporate expenses of ¥(8,201) million which primarily consist of Group management costs relating to the Company and incubation cost for our new business and the elimination of intersegment transactions of ¥106 million. 2. Segment income is adjusted with operating income under consolidated statements of income. b) Matters regarding changes in reportable segment Since the end of FY2020, with the reorganization of subsidiaries, the segment of some subsidiaries has been changed from “Career Solutions” to “Expert Services, BPO Services, Others”. The segment information in the previous fiscal year was recorded via the way of the new segment classification method. As described in changes in accounting policies, because of application of The New Revenue Standard, etc. and changes in accounting treatment for revenue recognition from the beginning of the first quarter o FY2021, the calculation method of income or loss in operating segment has been also changed. As a result, in the consolidated cumulative third quarter of FY2021, compared with the previous method, the net sales increased by ¥2,073 million and operating income increased by ¥69 million in “Expert Services, BPO Services and Others”, the net sles decreased by ¥46 million and operating income decreaed by ¥46 ― 12 ― million in “Career Solutions”, the net sales decreased by ¥5,649 milliom and operating income decreaed by ¥14 million in “Outsourcing”,the net sales increased by ¥2 million in “Life Solutions”, and the net sales increased by ¥1 million and operating income increased by ¥1 million in “Regional Development Solutions”. c) Information regarding assets by reportable segment In the third quarter of the current consolidated fiscal year, Benefit One Inc., a consolidated subsidiary of the Company, acquired all shares of JTB Benefit Inc. and newly included it in the scope of consolidation. As a result, the amount of assets in the “Outsourcing” segment increased by ¥15,645 million in the third quarter of the current consolidated fiscal year compared to the end of the previous consolidated fiscal year. d) Information regarding impairment loss on non-current assets and goodwill by reportable segment In the “Outsourcing” segment, goodwill of ¥11,755 million was recorded due to the acquisition of all shares of JTB Benefit Inc. by the Company’s consolidated subsidiary Benefit One Inc. during the third quarter of the current fiscal year, making it a subsidiary. As of the end of the third quarter of the current consolidated fiscal year, the allocation of acquisition cost has not been completed, as the Company is still in the process of refining the identification of identifiable assets and liabilities as of the date of the business combination. Therefore, the amount of goodwill has been accounted for on a provisional basis. ― 13 ― (9) Important Subsequent Events (Partial sale of shares in a subsidiary) 1. Reason for sale of shares The Company has sold a portion of its shares in its consolidated subsidiary Bewith, Inc. (hereinafter, “Bewith”). Following the initial listing of our consolidated subsidiary, Bewith, on the First Section of the Tokyo Stock Exchange on March 2, 2022, we sold a portion of our holdings in the company. The listing of Bewith’s stock will enhance the company’s social credibility and name recognition both in Japan and overseas and will facilitate the expansion of its business partners and the hiring of talented personnel, leading to the continuous expansion of its business. We believe that the expansion of Bewith’s business will contribute to the further enhancement of the corporate value of the entire Group. After the listing, the Company will maintain a majority shareholding in Bewith and will promote the growth of the entire Group while taking advantage of group synergies. 2. Name and business of subsidiary Name of subsidiary: Bewith, Inc. Business description: Provision of contact center and BPO services using digital technology such as Omnia LINK, a cloud-based PBX developed by the company, and development and sales of various AI and DX solutions 3. Issuance of new shares by Bewith through public offering Class and number of shares to be issued: 900,000 shares of common stock Payment date: March 1, 2022 4. Secondary offering of shares by the Company Date of sale Number of shares sold Selling price March 2, 2022 4,400,000 shares ¥5,790 million ¥733 million April 1, 2022 (over-allotment) 557,100 shares 4,957,100 shares ¥6,523 million 5. Number of shares held and percentage of shares held by the Company (1) Number of shares held before the secondary offering: 12,800,000 shares (Ownership ratio: 100.0%; number of shares issued: 12,800,000 shares) (2) New issue due to listing and number of shares held after the secondary offering: 7,842,900 shares (Ownership ratio: 57.25%; number of shares issued: 13,700,000) 6. Legal form of business combination Partial sale of shares of a subsidiary to a non-controlling shareholder without a change in the scope of consolidation 7. Outline of accounting treatment to be implemented In accordance with the “Accounting Standard for Business Combinations” (ASBJ Statement No. 21, January 16, 2019) and the “Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures” (ASBJ Guidance No. 10, January 16, 2019), as a transaction under common control with a non-controlling shareholder, the Company will reduce the equity corresponding to the shares sold from the Company’s equity, increase the non-controlling interests, and treat the difference between the decrease in the Company’s equity due to the sale and the sale price as capital surplus. (Execution of agreements for financing) At a meeting of the Board of Directors held on March 31, 2022, the Company resolved to enter into the following syndicated loan agreement, and the agreement was executed on the same day. 1. Purpose of the Syndicated Loan Agreement The Company received a “particularly advanced (A rank)” rating in the MUFG ESG assessment by Mitsubishi UFJ Research and Consulting Co., Ltd. (supported by Japan Credit Rating Agency, Ltd.) for the “ESG Management Support Private Placement Bonds” concluded in March 2020 with MUFG Bank, Ltd. The company has obtained a rating for the “ESG Management Support Syndicated Loan” to be contracted this time. This loan is procured as business funds related to various business activities of the Company promoting regional development, and the loan is structured as a syndicated loan by 25 regional banks throughout Japan that have endorsed the Company’s business activities. ― 14 ― 2.Outline of Syndicated Loan Agreement (1) Amount (2) Contract date (3) Execution date (4) Maturity date (5) Repayment method (6) Use of funds (7) Arranger and Agent MUFG Bank, Ltd. (8) Participating financial ¥21.7 billion March 31, 2022 March 31, 2022 ～June 30, 2023 March 31, 2032 Equal principal repayment Business fund Total of 25 financial institutions Institutions The Chiba Bank, Ltd. (Chiba Pref.) The Yamanashi Chuo Bank. Ltd. (Yamanashi Pref.) The Ashikaga Bank, Ltd. (Tochigi Pref.) The Kiyo Bank, Ltd. (Wakayama Pref.) The San-in Godo Bank, Ltd. (Shimane Pref.) THE SHIGA BANK, LTD． (Shiga pref.) The 77 Bank, Ltd. (Miyagi Pref.) Daishi Hokuetsu Bank, Ltd. (Niigata Pref.) The Chukyo Bank, Limited. (Aichi Pref.) The Chugoku Bank, Limited (Okayama pref.) The Hyakugo Bank, Ltd. (Mie Pref.) Hiroshima Bank, Ltd. (Hiroshima pref.) THE BANK OF FUKUOKA,LTD. (Fukuoka Pref.) The Yamaguchi Bank, Ltd. (Yamaguchi Pref.) The Aomori Bank, Ltd. (Aomori Pref.) The Iyo Bank, Ltd., (Ehime Pref.) The Joyo Bank, Ltd. (Ibaraki Pref.) The Higashi-Nippon Bank, Ltd. (Tokyo Metropolitan) The Higo Bank, ltd. (Kumamoto Pref.) The Hyakujushi bank, Ltd. (Kagawa Pref.) The Minato Bank, Ltd. (Hyogo Pref.) The Awa Bank, Ltd. (Tokushima Pref.) The Keiyo Bank, Ltd. (Chiba Pref.) THE TAIKO BANK, LTD. (Niigata Pref.) The Hachijuni Bank, Ltd. (Nagano Pref.) ― 15 ―