DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

June 3, 2016

To Shareholders:
Eikoh Harada
Representative Director, Chairman andCEO

Benesse Holdings, Inc.
3-7-17 Minamigata, Kita-ku, Okayama-shi,
Okayama, Japan(Ticker Code: 9783)

Notice of Convocation of theOrdinary General Shareholders’ Meeting for the 62nd Period
You are cordially invited to attend the Ordinary General Shareholders’ Meeting for the 62nd period tobe held as described below.
If you are unable to attend the meeting, it would be appreciated if you would exercise yourvoting rights by one of the following methods after reviewing the enclosed reference materials.
Exercise of voting rights by postal mailPlease indicate your approval or disapproval of each proposal on the enclosed Voting Rights
Exercise Form and return your completed form to us by 5:00 p.m. on Friday, June 24, 2016 (JST).
Exercise of voting rights via the Internet
Please access the website for exercising voting rights (http://www.evote.jp/ [in Japanese only]), use
the “Login ID” and “Temporary Password” shown on the enclosed Voting Rights Exercise Form,and then indicate your approval or disapproval of each proposal by following the instructions on thescreen. Internet voting must be completed by 5:00 p.m. on Friday, June 24, 2016 (JST).
1. Date and Time:

June 25, 2016 (Saturday), 1:30 p.m. (The reception desk will open at 12:30
p.m.)

2. Venue:

Head Office, Benesse Holdings, Inc.
3-7-17 Minamigata, Kita-ku, Okayama-shi, Okayama

3. Meeting Agenda
Reports:
1. Report on the business report, consolidated financial statements, and financial statements forthe 62nd period (April 1, 2015 to March 31, 2016)
2. Report on the audit results of the consolidated financial statements for the 62nd period by the
Independent Auditors and the Audit & Supervisory Board
Resolutions:
Proposal 1: Election of Nine Directors
Proposal 2: Change in Amount of Remuneration, Etc., for Directors-1-

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

Reference Materials for the General Shareholders’ Meeting
Proposals and reference matters
Proposal 1: Election of Nine Directors
All directors (eight) will complete their terms as of the end of this general shareholders’ meeting.
The Company has decided to increase the number of directors by one in order to further strengthen
its management structure; the proposal is therefore to elect nine directors, including six outside
directors.
The candidates for director are as shown below.
In order to ensure appropriate selection of candidates for director and transparency in the associateddecision making process, the Company has established a Nomination and Compensation Committee
as an advisory body to the Board of Directors. Outside directors account for more than half themembers of this committee, which deliberates on the selection of candidates for director.

No.

Name

1
2
3
4

Kenichi Fukuhara
Hitoshi Kobayashi
Shinya Takiyama
Shinjiro Iwata

Reappointment
Reappointment
New appointment
Reappointment

5

Kiyoyuki Tsujimura

Reappointment

6

Hideaki Fukutake

Reappointment

7

Ryuji Yasuda

Reappointment

8

Nobuo Kuwayama

New appointment

9

Tamotsu Adachi

New appointment

Candidate for outside
director
Candidate for independent
director
Candidate for outside
director
Candidate for independent
director
Candidate for outside
director
Candidate for outside
director
Candidate for independent
director
Candidate for outside
director
Candidate for independent
director
Candidate for outside
director-2-

Record ofattendance atBoard of Directors
meetings during
62nd period*
100% (12/12)
100% (12/12)—
100% (12/12)

100% (12/12)

100% (12/12)
100% (9/9)——

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

Candidate for independent
director* Occasions when written resolutions took the place of actual meetings of the Board of Directors
are omitted.

-3-

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1976
Apr. 1986
June 2000

Apr. 2002

June 2003

Apr. 2004

June 2004

1

Kenichi
Fukuhara(Apr. 19, 1951)

June 2005

June 2006

Apr. 2007
June 2007

Apr. 2008

Jan. 2009

Joined Nomura Securities Co., Ltd.
Head of Equity Sales at Nomura International
Ltd., London
Director of Nomura Securities Co., Ltd. andPresident of Nomura Research & AdvisoryCo., Ltd.
Director of Nomura Securities Co., Ltd. andPresident of Nomura Human Capital
Solutions Co., Ltd.
Executive Officer of Nomura Securities Co.,
Ltd., Executive Officer of Nomura Holdings,
Inc., President of Nomura Research &Advisory Co., Ltd., and President and CEO of
Nomura Human Capital Solutions Co., Ltd.
Corporate Senior Executive Vice President of
the Company and Vice President and Directorof Benesse Style Care Co., Ltd.
Corporate Senior Executive Vice President of
the Company and Representative Director andPresident of Benesse Style Care Co., Ltd.
Director of the Company and Representative
Director and President of Benesse Style Care
Co., Ltd.
Director and Corporate Senior Executive Vice
President of the Company and Representative
Director and President of Benesse Style Care
Co., Ltd.
Representative Director, Vice Chairman, and
Deputy CEO of the Company
Representative Director, Vice Chairman, and
Deputy CEO of the Company and Chairmanof the Board and CEO of Berlitz
International, Inc.
Representative Director, Vice Chairman, and
Deputy CEO of the Company and
Representative Director, Chairman, andPresident of Telemarketing Japan, Inc.
Representative Director, Vice Chairman, and
Deputy CEO of the Company and
Representative Director and Chairman ofTelemarketing Japan, Inc.

-4-

No. ofCompany
shares owned

10,200 shares

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Oct. 2009

June 2011

Apr. 2014
Oct. 2014

Apr. 2015

No. ofCompany
shares owned

Representative Director, Executive Vice
President, and Chief Financial Officer (CFO)of the Company and Representative Director
and Chairman of Telemarketing Japan, Inc.
Representative Director, Executive Vice
President, and CFO of the Company andDirector and Chairman of Telemarketing
Japan, Inc.
Representative Director, Executive Vice
President, and CFO of the Company
Representative Director, Executive Vice
President, Chief Administrative Officer(CAO), and CFO of the Company
Representative Director, Executive Vice
President, and CAO of the Company (current)(Other current key positions)
Vice Chairman of the Board, Fukutake Foundation
Reason for Election for the Director Candidate
Kenichi Fukuhara has a proven track record of involvement in the management of the Group as adirector of the Company since June 2005. In addition, he has experience of working overseas andconsiderable experience and expertise in corporate management at key Group subsidiaries and in thefinancial business field. The Company therefore proposes him as a candidate for director.

-5-

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1985
Apr. 2000
Aug.2002
Dec. 2003
June 2006
Apr. 2007
June 2007
June 2012
July 2013
Apr. 20142

Hitoshi
Kobayashi(Sept. 25, 1960)

June 2014

Oct. 2014

Apr. 2016
May 2016

Joined the Company
Director of Benesse Care Corporation
Representative Director and President ofBenesse MCM Corp.
Director of Benesse Style Care Co., Ltd.
Senior Executive Director of Benesse Style
Care Co., Ltd.
Representative Director and President ofBenesse Style Care Co., Ltd.
Group Executive of the Company
Director of the Company
Director of Corporate Planning Division of
the Company
Managing Director of Corporate Planning
Division of the Company
Managing Director of Corporate Planning
Division of the Company and Representative
Director and President of Benesse
Corporation
Managing Director and Head of Overseas
Business Development Company of theCompany
Managing Director and Head of Overseas
Business Company of the Company
Representative Director, Executive Vice
President, and Head of Overseas BusinessCompany of the Company, andRepresentative Director and Executive Vice
President of Benesse Corporation (current)

No. ofCompany
shares owned

2,400 shares(Other current key positions)Representative Director and Executive Vice President ofBenesse Corporation
Reason for Election for the Director Candidate
Hitoshi Kobayashi has a proven track record of involvement in the management of the Group as adirector of the Company since June 2012. In addition, he has considerable experience and expertisein corporate management, as well as in the fields of education, nursing care, and childcare, at key
Group subsidiaries. The Company therefore proposes him as a candidate for director.

-6-

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1996
Mar. 2003
July 2011
July 20133

ShinyaTakiyama(June 2, 1971)*New candidatefor director

Joined the Company
Director of Benesse Care Corporation
Director of Benesse Style Care Co., Ltd.
Representative Director and President ofBenesse Style Care Co., Ltd.
Apr. 2014 Executive Officer and Head of
Senior/Nursing Care and Childcare Companyof the Company, and Representative Director
and President of Benesse Style Care Co., Ltd.
Nov. 2014 Executive Officer and Head of Nursing Careand Childcare Company of the Company, andRepresentative Director and President ofBenesse Style Care Co., Ltd. (current)

No. ofCompany
shares owned

400 shares(Other current key positions)Representative Director and President of Benesse Style
Care Co., Ltd.
Reason for Election for the Director Candidate
Shinya Takiyama has considerable experience and expertise in corporate management, as well as in
the fields of nursing care and childcare, at key Group subsidiaries. The Company therefore proposes
him as a candidate for director.

-7-

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1972
Sep. 2001
Oct. 2007
Apr. 2009

Shinjiro Iwata(June 6, 1948)
4

Apr. 2011*Candidate for Apr. 2013
outside director
and independent
director
June 2014
Apr. 2016

Joined Hitachi, Ltd.
CEO, Hitachi Data Systems Corporation
EVP, Hitachi Global Storage Technologies,
Inc.
Vice President and Executive Officer,
Hitachi, Ltd.
Senior Vice President and Executive Officer,
Hitachi, Ltd.
Representative Executive Officer, Executive
Vice President and Executive Officer,
Hitachi, Ltd.
Director of the Company (current)
Adviser of Hitachi, Ltd. (current)

No. ofCompany
shares owned

700 shares(Other current key positions)
Adviser of Hitachi, Ltd.
Chairman of the Board of Directors of Hitachi Koki Co.,Ltd.
Reason for Election and Time in Office for the Outside Director Candidate
Shinjiro Iwata has international experience and considerable experience and expertise in corporate
management and the information and telecommunications field. The Company therefore proposes
him as a candidate for outside director. As of the end of this general shareholders’ meeting, he will
have served as outside director for two years.

-8-

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1975

Joined NTT Public Corporation

June 2001

Member of the Board of Directors of NTT
DOCOMO, Inc.
Executive Vice President and Member of theBoard of Directors of NTT DOCOMO, Inc.
(Implementation of executive officer system)
Executive Vice President and Member of theBoard of Directors of NTT DOCOMO, Inc.
Senior Executive Vice President and Memberof the Board of Directors of NTT DOCOMO,
Inc.
President and Chief Executive Officer andMember of the Board of Directors of
DOCOMO Engineering Inc.
Director of the Company (current)
Chief Strategic Advisor of DOCOMO
Engineering Inc. (currently DOCOMO CS,
Inc.)
Professor at Tokyo Institute of Technology(current)
Representative Director and CEO of
CarpeDiem, Inc. (current)

June 2004
June 2005

KiyoyukiTsujimura(Jan. 11, 1950)
5

June 2008

June 2012*Candidate foroutside director June 2014
and independent June 2014
director
Nov. 2014
June 2015

No. ofCompany
shares owned

700 shares(Other current key positions)Representative Director and CEO of CarpeDiem, Inc.
Professor at Tokyo Institute of Technology
Reason for Election and Time in Office for the Outside Director Candidate
Kiyoyuki Tsujimura has international experience and considerable experience and expertise incorporate management and the information and telecommunications field. The Company therefore
proposes him as a candidate for outside director. As of the end of this general shareholders’ meeting,he will have served as outside director for two years.

-9-

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 2000
Feb. 2006
Apr. 2007
Feb. 2009
June 20096

Hideaki
Fukutake(May 14, 1977)*Candidate foroutside director

June 2009

Dec. 2012
Apr. 2013
June 2013
June 2014

Joined KEYENCE CORPORATION
Joined SMS CO., LTD.
Division President of Nursing Care andMedical Care, and Media of SMS CO., LTD.
Director of efu Investment Limited (current)
Vice Chairman of the Board, Naoshima
Fukutake Art Museum Foundation
Vice Chairman of the Board, Fukutake
Foundation for the Promotion of Regional
CultureVice Chairman of the Board, Fukutake
Foundation (current)
Director of Berlitz Corporation (current)
Outside director of Benesse Corporation
Director of the Company (current)

No. ofCompany
shares owned

0 shares
Note 1(2)(Other current key positions)
Vice Chairman of the Board, Fukutake Foundation
Director of efu Investment Limited
Reason for Election and Time in Office for the Outside Director Candidate
Hideaki Fukutake has experience as an outside director of a key Group subsidiary and expresses
views from a shareholder’s perspective. The Company therefore proposes him as a candidate foroutside director. As of the end of this general shareholders’ meeting, he will have served as outside
director for two years.

- 10 -DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Jan. 1979
June 1991
June 1996
June 2003
Apr. 2004

Ryuji Yasuda(Apr. 28, 1946)
7

Apr. 2015

Joined McKinsey & Company
Director of McKinsey & Company
Managing Director and Chairman of A.T.
Kearney, Asia
Chairman of J-Will Partners Co., Ltd.
Professor at the Graduate School ofInternational Corporate Strategy at
Hitotsubashi University
Adjunct Professor at the Graduate School ofInternational Corporate Strategy at
Hitotsubashi University (current)
Director of the Company (current)* Candidate foroutside director June 2015
and independent
director(Other current key positions)
Adjunct Professor at the Graduate School of International
Corporate Strategy at Hitotsubashi University
Director of Daiwa Securities Group Inc.
Director of Fukuoka Financial Group, Inc.
Director of Yakult Honsha Co., Ltd.
Director of ORIX Corporation

No. ofCompany
shares owned

2,500 shares

Reason for Election and Time in Office for the Outside Director Candidate
Ryuji Yasuda has broad experience including his work as a consultant and university professor andhis international experience, as well as vast specialized expertise in corporate management andcorporate strategy formulation. The Company therefore proposes him as a candidate for outside
director. As of the end of this general shareholders’ meeting, he will have served as outside director
for one year.

- 11 -DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

No.

Name
(Date of birth)

Nobuo
Kuwayama(Nov. 20, 1948)
8*New candidatefor outside
director andindependent
director

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1971
June 2003
Apr. 2004
Apr. 2006
Apr. 2010
June 2013

Joined ITOCHU Corporation
Executive Officer of ITOCHU Corporation
General Manager for China at ITOCHU
Corporation
Managing Executive Officer at ITOCHU
Corporation
Senior Managing Executive Officer at
ITOCHU Corporation
Chairman of the Board of Directors of
DESCENTE Ltd. (current)

No. ofCompany
shares owned

0 shares(Other current key positions)
Chairman of the Board of Directors of DESCENTE Ltd.

Reason for Election for the Outside Director Candidate
Nobuo Kuwayama has international experience and considerable experience and expertise incorporate management and the Chinese business field. The Company therefore proposes him as a
candidate for outside director.

- 12 -DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

No.

9

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1977 Joined Mitsubishi Corporation
Jan. 1988 Joined McKinsey & Company, Inc. Japan
June 1995 Partner at McKinsey & Company, Inc. Japan
Mar. 1997 Managing Director of Business Development
Department, GE Capital Japan
Mar. 1999 President and CEO of Japan Lease Auto Co.
Tamotsu Adachi Dec. 2000 President and CEO of GE Fleet Services Co.
(Oct. 12, 1953) May 2003 Managing Director and Japan Representativeof Carlyle Japan LLC*New candidate June 2003 Director of the Company
for outside
Nov. 2007 Managing Director and Co-Representative of
director andCarlyle Japan LLC
independent
June 2009 Director of the Company
director
June 2016 Managing Director and Chairman of Carlyle
Japan LLC (current)

No. ofCompany
shares owned

51,000 shares(Other current key positions)Managing Director and Chairman of Carlyle Japan LLC
Outside director of Yamaha Motor Co., Ltd.

Reason for Election and Time in Office for the Outside Director Candidate
Tamotsu Adachi has international experience and considerable experience and expertise inmanagement strategy formulation and investment. The Company therefore proposes him as a
candidate for outside director. He served as outside director of the Company for eleven years in thepast (from 2003 to 2008 and from 2009 to 2015).

- 13 -DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

Notes:
1. (1) Kenichi Fukuhara, a candidate for director, and Hideaki Fukutake, another candidate fordirector, are vice chairmen of the board of the Fukutake Foundation. The Company has dealings
with the Fukutake Foundation, including those related to the operation of museums and theleasing of real estate.
(2) efu Investment Limited, an asset management and investment corporation of which Hideaki
Fukutake, a candidate for director, is representative, holds 7,858,000 shares of the Company andhas placed 6,809,000 shares of the Company as trust assets with the Master Trust Bank of Japan,
Ltd. In addition, the Company has dealings with efu Investment Limited related to trading ofartworks.
2. No other candidate for director has any special interest in the Company.
3. The Company has designated Shinjiro Iwata, Kiyoyuki Tsujimura, and Ryuji Yasuda—each acandidate for director—as independent directors based on the regulations of the Tokyo Stock
Exchange, and has notified the exchange of the same. The Company has no monetary dealings
with any of these three men other than remuneration for their work as outside director, and noneof these three candidates has special interest ties with any of the executives of the Company. The
Company also plans to designate Nobuo Kuwayama and Tamotsu Adachi—both candidates for
director—as independent directors and to notify the above exchange of the same. The Company
has no monetary dealings with either of these two men, and they have no special interest ties withany of the executives of the Company.
4. Hideaki Fukutake, a candidate for director, is currently nonexecutive officer of Berlitz
Corporation, a subsidiary of the Company, and in the past was nonexecutive officer of Benesse
Corporation, a subsidiary of the Company.
5. Tamotsu Adachi, a candidate for director, was in the past a nonexecutive officer of the Company.
6. The Company has formed agreements with outside directors Shinjiro Iwata, Kiyoyuki Tsujimura,
Hideaki Fukutake, and Ryuji Yasuda limiting liability for damages provided in Paragraph 1 of
Article 423 of the Companies Act. Based on the said agreements, in the case that such outside
director has been in good faith and without gross negligence in performing his duties, the limit for
liability for damages is the higher of the following: 10 million yen or the minimum liability
amount provided in Paragraph 1 of Article 425 of the Companies Act. The Company plans toform the same agreements with Nobuo Kuwayama and Tamotsu Adachi if they are elected as
outside directors.

- 14 -DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

Proposal 2: Change in Amount of Remuneration, Etc., for Directors
The amount of remuneration, etc., paid to Company directors was revised to within 500 million yen(including 60 million yen for outside directors) per year at the Ordinary General Shareholders’Meeting for the 60th Period held on June 21, 2014. Subsequently, at the Ordinary General
Shareholders’ Meeting for the 61st Period held on June 27, 2015, approval was received to grant up to
70 million yen per year in stock acquisition rights as stock option remuneration to Company
directors (excluding outside directors) and to designate these as part of the abovementioned 500
million yen per year remuneration, etc.
In view of the increase in the number of outside directors recommended under Proposal 1 (Electionof Nine Directors) and other factors, this proposal seeks approval to change the limit of remuneration,etc., for Company directors from the abovementioned 500 million yen (including 60 million yen foroutside directors) per year to 500 million yen (including 70 million yen for outside directors) per year.
There will be no change in the granting of up to 70 million yen per year in stock acquisition rights as
stock option remuneration to Company directors (excluding outside directors) as part of theabovementioned 500 million yen per year remuneration, etc.
There are currently eight directors (including five outside directors) to whom this proposed amountof remuneration, etc., would be applicable, and if Proposal 1 (Election of Nine Directors) is passed as
proposed, the Company will have nine directors (including six outside directors) to whom this
proposed amount of remuneration, etc., would be applicable going forward.

- 15 -