Pasona Group Rejects Share Buyback Proposal from Mercury AIFLNP V.C.I.C Ltd

TOKYO, Jul 22 (Pulse News Wire) – Pasona Group Inc. (2168.T) rejected a share buyback proposal submitted by Mercury AIFLNP V.C.I.C Ltd for consideration at its upcoming 19th Annual General Meeting scheduled for August 28.

The proposal sought the repurchase of shares held by founder shareholders, specifically southern family members, but was opposed by the board due to legal concerns and lack of enforceability. According to the proposal, up to 18,261,937 ordinary shares could be purchased, with limits set at 14,897,337 from Mr. Minami and 3,364,600 from Minami Enterprise Co., Ltd. The total amount payable would be based on the lower price between the closing price on the day before the meeting or the next trading day if there were no trades.

However, the board noted that even if approved, the founders have no obligation to sell their shares, rendering the proposal ineffective. The board cited potential conflicts with corporate governance principles outlined in the Companies Act, emphasizing that the proposal's enforcement mechanism lacked clarity and did not align with regulatory intent. Additionally, the company’s stock performance had declined significantly since the announcement of Southern’s departure, falling by 21% during the period from April 14, 2025 to June 22, 2026. In light of these issues, the board concluded that the proposal does not serve the best interests of minority shareholders and thus voted against it.