May 31, 2019

To Shareholders:Tamotsu Adachi
Representative Director and President, CEO

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 65th Period
You are cordially invited to attend the Ordinary General Shareholders’ Meeting for the 65th
period to be 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 referencematerials.
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 21, 2019
(JST).
Exercise of voting rights via the Internet
Please access the website for exercising voting rights (https://www.evote.tr.mufg.jp [in Japaneseonly]), 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 the screen. Internet voting must be completed by 5:00 p.m. on Friday, June 21,
2019 (JST).
1. Date and Time:

June 22, 2019 (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
for the 65th period (April 1, 2018 to March 31, 2019)
2. Report on the audit results of the consolidated financial statements for the 65th period by
the Independent Auditors and the Audit & Supervisory Board
Resolutions:
Proposal 1: Election of Ten Directors
Proposal 2: Election of Four Audit & Supervisory Board Members-1-

● Among the documents to be provided in conjunction with this Notice of Convocation, the“Consolidated Statement of Changes in Equity” (consolidated), “Notes to Consolidated
Financial Statements” (consolidated), “Statement of Changes in Equity” (non-consolidated),and “Notes to Financial Statements” (non-consolidated) are posted on the Company website(https://www.benesse-hd.co.jp/ja/ir/) in accordance with the relevant laws/regulations andArticle 15 of the Company’s Articles of Incorporation and are thus not included herein.
Therefore, the attachments hereto are portions of the consolidated financial statements and nonconsolidated financial statements audited by the Independent Auditors in their preparation of theaccounting audit report.

-2-

Proposal 1: Election of Ten Directors
All directors (ten) will complete their terms as of the end of this general shareholders’ meeting.
The proposal is therefore to elect ten directors, including five outside directors.
The candidates for director are as shown below.
In order to ensure appropriate selection of candidates for director and transparency in theassociated decision making process, the Company has established the Nomination andCompensation Committee as an advisory body to the Board of Directors. Outside directors
account for more than half the members of this committee, which deliberates on the selection ofcandidates for director.

No.

Name

1
2

Tamotsu Adachi
Shinjiro Iwata

3

HitoshiReappointment
Kobayashi
Shinya Takiyama Reappointment

100% (14/14)

Masaki
YamasakiHaruna Okada
KiyoyukiTsujimura

Reappointment

100%(14/14)

Reappointment

9

Hideaki
FukutakeRyuji Yasuda

10

Katsumi Ihara

New Appointment

4
5
6
7

8

Reappointment
Reappointment

Record ofattendance at Boardof Directors
meetings during
65th period*
100% (14/14)
100% (14/14)

New Appointment
Reappointment

Reappointment

Candidate for outside
director
Candidate forindependent director

100% (14/14)

Candidate for outside
director
Candidate forindependent director
Candidate for outside
director
Candidate for outside
director
Candidate forindependent director
Candidate for outside
director
Candidate forindependent director

100% (14/14)

100% (14/14)
100% (14/14)-* Occasions when written resolutions took the place of actual meetings of the Board of Directors
are omitted.

-3-

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1977
Jan. 1988
June 1995
Mar. 1999
Dec. 2000
May 2003

1

Joined Mitsubishi Corporation
Joined McKinsey & Company, Inc. Japan
Partner at McKinsey & Company, Inc. Japan
President and CEO of Japan Lease Auto Co.
President and CEO of GE Fleet Services Co.
Managing Director and Japan Representativeof Carlyle Japan LLC
June 2003 Director of the Company
Nov. 2007 Managing Director and Co-Representative of
Carlyle Japan LLC
June 2009 Director of the Company
June 2016 Director of the Company
Tamotsu Adachi
Chairman of Carlyle Japan LLC(Oct. 12, 1953)
Oct. 2016 Representative Director and President, CEOof the Company (current)
Senior Advisor of Carlyle Japan LLC(current)
Aug. 2017 Head of Language Learning Company of theCompany

No. ofCompany
shares owned

67,211 shares(Other current key positions)
None(Current responsibilities)
Berlitz Corporation
Reason for Election for the Director Candidate
Tamotsu Adachi has a proven track record of involvement in the management of the Group as an
outside director of the Company since June 2003. In addition, he has international experience andconsiderable experience and expertise in management strategy formulation and investment, andhis capabilities in corporate restructuring are rated highly. Since October 2016, Mr. Adachi has
been engaged in management supervision and execution as Representative Director, President,
and CEO. At the same time, he has demonstrated leadership in driving changes to bring about
recovery in the Group’s performance, key among which were improving the quality of products
and services, restructuring brands, and reforming the corporate culture.
The Company therefore proposes him as a candidate for director, judging that he can be expected
to contribute to further enhancement of the Group’s corporate value.

-4-

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)
2*Candidate foroutside director
and independent
director

Apr. 2013

June 2014
Apr. 2016
June 2016

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

No. ofCompany
shares owned

2,100 shares(Other current key positions)
Outside Director of JVC KENWOOD Corporation

Reason for Election and Time in Office for the Outside Director Candidate
Shinjiro Iwata has considerable experience and expertise in corporate management of global
corporations within the information and telecommunications field. In addition, he acts from thestandpoint of an outside director to run the Board of Directors appropriately as Director andChairman of the Company and comments actively as chairman of the Nomination andCompensation Committee. Thus, he contributes to management supervision and enhancing thetransparency of decision making processes within the Company’s management.
The Company therefore judges that he is capable of appropriately performing his duties as an
outside director and proposes him as a candidate for outside director. As of the end of this generalshareholders’ meeting, he will have served as outside director for five years.

-5-

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
Apr. 2007
June 2012
June 2014

Oct. 20143

Hitoshi
Kobayashi(Sep. 25, 1960)

May 2016

June 2016

Joined the Company
Director of Benesse Care Corporation
Representative Director and President ofBenesse MCM Corporation
Director of Benesse Style Care Co., Ltd.
Representative Director and President ofBenesse Style Care Co., Ltd.
Director of the Company
Managing Director and General Manager ofCorporate Planning Division of the Company
and Representative Director and President ofBenesse Corporation
Managing Director and Head of Overseas
Business Development Company of theCompany
Representative Director, Executive Vice
President (current), and Head of Overseas
Business Company of the Company, andRepresentative Director and Executive Vice
President of Benesse Corporation
Head of Zemi Business Company andOverseas Business Company of theCompany, and Representative Director andPresident of Benesse Corporation (current)

No. ofCompany
shares owned

8,027 shares(Other current key positions)Representative Director and President of Benesse
Corporation(Current responsibilities)
Zemi Business Company, School and Teacher Support
Business Company, “Area” and “Classroom” Education
Business Company, Global Kodomo Challenge Company,
and Kids & Family Division
Reason for Election for the Director Candidate
Hitoshi Kobayashi has a proven track record of involvement in the management of the Group asa director of the Company since June 2012. In addition, he has experience of management at key
Group subsidiaries such as Benesse Style Care Co., Ltd. and Benesse Corporation, as well as
considerable experience and expertise in the education, nursing care, and childcare business fields.
He is currently engaged in management supervision and execution as Representative Director andExecutive Vice President of the Company. At the same time, he is spearheading efforts to pursue
recovery in performance at Benesse Corporation as director in charge of the education business.

-6-

The Company therefore proposes him as a candidate for director, judging that he can be expected
to contribute to further enhancement of the Group’s corporate value.

-7-

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 2013

4

ShinyaTakiyama(June 2, 1971)

Joined the Company
Director of Benesse Care Corporation
Director of Benesse Style Care Co., Ltd.
Representative Director and President ofBenesse Style Care Co., Ltd. (current)
Nov. 2014 Executive Officer and Head of Nursing Careand Childcare Business Company of theCompany (current)
June 2016 Director of the Company (current)
Apr. 2018 Corporate Executive Vice President of theCompany (current)

No. ofCompany
sharesowned

2,746
shares(Other current key positions)Representative Director and President of Benesse Style
Care Co., Ltd.
(Current responsibilities)
Nursing Care and Childcare Business Company
Reason for Election for the Director Candidate
Shinya Takiyama has a proven track record of involvement in the management of the Group as adirector of the Company since June 2016. In addition, he has experience of management at
Benesse Style Care Co., Ltd., as well as considerable experience and expertise in the nursing careand childcare business fields. He is currently engaged in management supervision and execution
as a director of the Company. At the same time, he is leading efforts to steadily grow businessand further enhance services as director in charge of the nursing care and childcare business.
The Company therefore proposes him as a candidate for director, judging that he can be expected
to contribute to further enhancement of the Group’s corporate value.

-8-

No.

5

Name
(Date of birth)

Masaki
Yamasaki(July 8, 1966)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1989 Joined the Company
Nov. 2007 Representative Director and President of
Ochanomizu Seminar Co., Ltd.
Apr. 2014 Representative Director and President ofClassi Corporation (current)
Apr. 2015 Representative Director and President ofBenesse i-Career Co., Ltd.
July 2015 Executive Officer and Head of School andTeacher Support Business Company of theCompany (current) and Representative
Director and President of Benesse i-CareerCo., Ltd.
June 2016 Executive Officer of the Company, Directorof Benesse Corporation, and Representative
Director and President of Benesse i-CareerCo., Ltd.
June 2017 Director of the Company (current) andDirector and Executive Vice President ofBenesse Corporation (current)
Apr. 2018 Corporate Executive Vice President of theCompany (current)

No. ofCompany
shares owned

2,677 shares(Other current key positions)
Director and Executive Vice President of Benesse
Corporation
Representative Director and President of Classi
Corporation(Current responsibilities)
Zemi Business Company (deputy), School and Teacher
Support Business Company (deputy), and “Area” and“Classroom” Education Business Company (deputy)
Reason for Election for the Director Candidate
Masaki Yamasaki has a proven track record of involvement in the management of the Group asa director of the Company since June 2017. In addition, he has considerable experience andexpertise as the person responsible for operations in the school and teacher support businessfield. He also has experience of management at the Group’s cram school and a proven trackrecord of launching new businesses at subsidiaries. He is currently engaged in management
supervision and execution as a director of the Company. At the same time, he is demonstratingstrong leadership in pursuing operational changes targeting educational reforms as director(deputy) in charge of the domestic education business.
-9-

The Company therefore proposes him as a candidate for director, judging that he can be expected
to contribute to further enhancement of the Group’s corporate value.

- 10 -

No.

6

Name
(Date of birth)

HarunaOkada(Jan. 2, 1959)*New candidate

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1982 Joined the Company
Nov. 2005 Executive Officer and Head of Parenting
Company of the Company
May 2009 Member of the Labour Policy Council at the
Ministry of Health, Labour and Welfare
Apr. 2012 Director of Benesse Corporation (current)
June 2013 Chief Human Officer (CHO) of the Company
Oct. 2016 Head of Kids & Family Company and
Deputy General Manager of Personnel &Communications Division of the Company
Apr. 2017 Head of Kids & Family Company of theCompany
July 2017 Executive Officer and Head of Kids & Family
Company of the Company
Apr. 2018 Corporate Executive Vice President (current)and Head of Global Kodomo Challenge
Company of the Company (current)

No. ofCompany
shares owned

26,244 shares(Other current key positions)
None
Reason for Election for the Director Candidate
Haruna Okada has experience of management as a director of a key Group subsidiary. In
addition, she has considerable experience and expertise as the person responsible for operationsin the correspondence courses for preschoolers and lifestyle business fields. She is currently
pursuing operational changes as Head of the Global Kodomo Challenge Company
The Company therefore proposes her as a candidate for director, judging that she can be expected
to contribute to further enhancement of the Group’s corporate value.

- 11 -

No.

Name(Date of birth)

KiyoyukiTsujimura(Jan. 11, 1950)
7*Candidate foroutside director
and independent
director

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.
June 2008 Senior Executive Vice President and Memberof the Board of Directors of NTT DOCOMO,
Inc.
June 2012 President and CEO and Member of the Boardof Directors of DOCOMO Engineering Inc.
June 2014 Outside Director of the Company (current)andChief Strategic Advisor of DOCOMO
Engineering Inc. (currently DOCOMO CS,
Inc.)
Nov. 2014 Professor at Tokyo Institute of Technology
June 2015 Representative Director and CEO of
CarpeDiem, Inc. (current)

No. ofCompany
shares owned

2,100 shares(Other current key positions)Representative Director and CEO of CarpeDiem, Inc.
Reason for Election and Time in Office for the Outside Director Candidate
Kiyoyuki Tsujimura supervises management appropriately as an outside director, having
considerable experience and expertise in corporate management of global corporations within theinformation and telecommunications field. In the Board of Directors, he draws on this experienceand expertise to actively offer opinions and recommendations regarding important mattersassociated with the management of the Company.
The Company therefore judges that he is capable of appropriately performing his duties as an
outside director and proposes him as a candidate for outside director. As of the end of this generalshareholders’ meeting, he will have served as outside director for five years.

- 12 -

No.

Name(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 2000
Feb. 2006
Feb. 2009
June 20098

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

Dec. 2012
Apr. 2013
June 2013
June 2014

Joined KEYENCE CORPORATION
Joined 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
Outside Director of the Company (current)

No. ofCompany
shares owned

0 shares
Note 1(3)(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 supervises management appropriately as an outside director, drawing on his
experience as an outside director of a key Group subsidiary and his shareholder’s perspective. In
the Board of Directors, he draws on this experience and expertise to actively offer opinions andrecommendations regarding important matters associated with the management of the Company.
He also comments actively in committee meetings as a member of the Nomination andCompensation Committee. Thus, he contributes to enhancing the transparency of decision making
processes within the Company’s management.
The Company therefore judges that he is capable of appropriately performing his duties as an
outside director and proposes him as a candidate for outside director. As of the end of this generalshareholders’ meeting, he will have served as outside director for five years.

- 13 -

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

9

Ryuji Yasuda(Apr. 28, 1946)

Apr. 2015*Candidate foroutside director
and independent
director

June 2015
Apr. 2018

Joined McKinsey & Company, Inc., Japan
Director of McKinsey & Company, Inc.,Japan
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
Outside Director of the Company (current)
Adjunct Professor, Graduate School ofBusiness Administration, Hitotsubashi
University Department of International
Corporate Strategy (current)

No. ofCompany
shares owned

2,500 shares(Other current key positions)
Adjunct Professor, Graduate School of Business
Administration, Hitotsubashi University Department ofInternational Corporate Strategy
Outside Director of Yakult Honsha Co., Ltd.
Outside Director of ORIX Corporation
Outside Director of Kansai Mirai Financial Group, Inc.
Reason for Election and Time in Office for the Outside Director Candidate
Ryuji Yasuda supervises management appropriately as an outside director, having broad
experience and extensive specialized expertise including his work as a management consultant atinternational consulting firms, as a university professor, and as outside director of othercompanies. In the Board of Directors, he draws on this experience and expertise to actively offer
opinions and recommendations regarding important matters associated with the management of
the Company. He also comments actively in committee meetings as a member of the Nomination
and Compensation Committee. Thus, he contributes to enhancing the transparency of decision
making processes within the Company’s management.
The Company therefore judges that he is capable of appropriately performing his duties as an
outside director and proposes him as a candidate for outside director. As of the end of this generalshareholders’ meeting, he will have served as outside director for four years.

- 14 -

No.

Name(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1973
May 1981
Oct. 2001
June 2004

Katsumi Ihara(Sep. 24, 1950)
10

June 2005
June 2009* New candidate
June 2010
for outside
director andJune 2011
independent
director
Apr. 2015
June 2016
June 2018

Joined Mitsui Knowledge Industry Co., Ltd.
Joined Sony Corporation
President of Sony Ericsson Mobile
Communications AB
Executive Deputy President, Group Chief
Strategy Officer (CSO), and Chief Financial
Officer (CFO) of Sony Corporation
Executive Deputy President and Corporate
Executive of Sony Corporation
Representative Director and Executive Vice
President of Sony Financial Holdings Inc.
Representative Director and President ofSony Financial Holdings Inc.
Representative Director and President ofSony Life Insurance Co., Ltd.
Director and Chairman of Sony Life
Insurance Co., Ltd.
Director and Chairman of Sony Financial
Holdings Inc.
Outside Director of Hitachi, Ltd. (current)

No. ofCompany
shares owned

0 shares(Other current key positions)
Outside Director of Hitachi, Ltd.
Reason for Election for the Outside Director Candidate
Katsumi Ihara is judged to be capable of drawing on his considerable experience and expertisein corporate management of global corporations to supervise management as an outside
director.
The Company therefore proposes him as a candidate for outside director.

- 15 -

Notes:1. (1) Masaki Yamasaki, a candidate for director, is Representative Director and President ofClassi Corporation. The Company has dealings with Classi Corporation. related to monetaryloans.
(2) Hideaki Fukutake, a candidate for director, is vice chairman of the board of the Fukutake
Foundation. The Company has dealings with the Fukutake Foundation, including those related
to the operation of museums and the leasing of real estate.
(3) 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 theCompany and has placed 6,809,000 shares of the Company as trust assets with the Master
Trust Bank of Japan, Ltd.
2. No other candidate for director has any special interest in the Company.
3. The Company judges that Shinjiro Iwata, Kiyoyuki Tsujimura, and Ryuji Yasuda—each acandidate for director—meet its Criteria for Independence of Outside Directors and Outside
Audit & Supervisory Board Members. It has therefore designated these three men as
independent directors based on the regulations of the Tokyo Stock Exchange, Inc., and has
notified the exchange of the same. The Company has no monetary dealings with any of thesethree men other than remuneration for their work as outside director, and none of these threecandidates has special interest ties with any of the executives of the Company. Likewise, theCompany has no monetary dealings with Katsumi Ihara, another candidate for director, and hehas no special interest ties with any of the executives of the Company. The Company therefore
plans to designate Katsumi Ihara as an independent director and to notify the Tokyo Stock
Exchange, Inc.
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. 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 casethat 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 to form the same agreement with the candidate for director Katsumi Ihara
if he is elected.

- 16 -

Proposal 2: Election of Four Audit & Supervisory Board Members
All audit & supervisory board members (four) will complete their terms as of the end of thisgeneral shareholders’ meeting. The proposal is therefore to elect four audit & supervisory board
members, including two outside audit & supervisory board members.
This proposal has been approved by the Audit & Supervisory Board.
The candidates for audit & supervisory board member are as shown below.

No.

1

Name
(Date of birth)

YoshinoriMatsumoto(July 18,1954)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1977 Joined DAIO PAPER CORPORATION
Apr. 1991 Joined the Company
Jan. 1998 Manager of the General Affairs Departmentof the Company
Apr. 2001 Manager of the Operations Management
Office of the Company
Jan. 2003 Manager of the Human Resources
Department of the Company
Apr. 2003 Corporate Executive Vice President andGeneral Manager of the Personnel & General
Affairs Division of the Company
Aug. 2003 Corporate Executive Vice President, General
Manager of the Personnel & General Affairs
Division and Legal & ComplianceDepartment of the Company
Feb. 2005 Corporate Executive Vice President, General
Manager of the Personnel & General Affairs
Division and Legal & ComplianceDepartment of the Company, and President,
Representative Director of Benesse Businessmate, Inc.
Apr. 2007 Corporate Executive Vice President andGeneral Manager of the Executive Office,Headquarters Staff Coordination, General
Affairs Department and Naoshima
Department of the Company
May 2008 Corporate Executive Vice President andGeneral Manager of the General Affairs
Division of the Company
June 2008 Standing Audit & Supervisory Board
Member of the Company (current)

No. ofCompany
shares owned

1,100 shares(Other current key positions)
None
Reason for Election for Audit & Supervisory Board Member Candidate
Yoshinori Matsumoto has, since joining the Company, been engaged in a wide range ofadministrative management within the Company, including general affairs, personnel, and legal- 17 -

and compliance. Since becoming corporate executive vice president in April 2003, his role has
been to oversee these areas. Moreover, since becoming a standing audit & supervisory board
member, he has contributed as chairman of the Audit & Supervisory Board to enhancing theCompany’s corporate governance through auditing of the directors’ performance of their duties.
The Company therefore judges that he is capable of continuing to appropriately perform his
duties as a standing audit & supervisory board member and proposes him as a candidate forstanding audit & supervisory board member.

- 18 -

No.

2

Name
(Date of birth)

Naoto Saito(May 11, 1963)*New candidate

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1986 Joined the Company
Nov. 2005 Expert member of the Financial Services
Agency’s Business Accounting Council
Apr. 2007 Executive Officer and Manager of the
Accounting Department of the Company
Oct. 2009 Group Controller of the Company
Apr. 2012 Group Controller of the Company andDirector of Benesse Corporation (due to retirein June 2019)
May 2015 Audit & Supervisory Board Member ofTokyo Individualized Educational Institute,
Inc. (current)
Apr. 2016 Group Controller and General Manager of theInternal Auditing Division of the Company
July 2016 Group Controller, General Manager of the
Finance & Accounting Division, and General
Manager of the Internal Auditing Division of
the Company
Oct. 2016 General Manager of the Finance &Accounting Division of the Company
July 2017 Senior Executive Officer and General
Manager of the Finance & Accounting
Division of the Company
Apr. 2018 Corporate Executive Vice President (due toretire in June 2019) and General Manager ofthe Business Administration Division of theCompany (due to retire in June 2019)

No. ofCompany
shares owned

2,151 shares(Other current key positions)Audit & Supervisory Board Member of Tokyo
Individualized Educational Institute, Inc.
Reason for Election for Audit & Supervisory Board Member Candidate
Naoto Saito has, since joining the Company, been engaged primarily in finance and accounting.
Since becoming executive officer in April 2007, he has been responsible for managing theentire Group’s business indicators. He has considerable expertise regarding the Group’sbusinesses, as well as finance and accounting, and the Company therefore believes he cancontribute to ensuring sound management through auditing of the directors’ performance of
their duties.
The Company therefore judges that he is capable of appropriately performing his duties as astanding audit & supervisory board member and proposes him as a candidate for standing audit& supervisory board member.
- 19 -

No.

Name(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1995
Apr. 1998
July 2010

Eiichi Izumo(January 2,
1973)

Feb. 2015
June 2015

3*Candidate foroutside audit &supervisoryboard member
and independent
director

Mar. 2016
June 2016

Joined Tohmatsu & Co. (currently Deloitte
Touche Tohmatsu LLC)
Enrolled as a certified public accountant(current)
Partner at Deloitte Touche Tohmatsu LLC(retired in Jan. 2015)
Representative of Izumo CPA Office(current)
Outside Audit & Supervisory Board Memberof the Company (current)
Outside Audit & Supervisory Board Memberof Torii Pharmaceutical Co., Ltd. (current)
Outside Director serving as Audit &Supervisory Committee Member of Intage
Holdings Inc.

No. ofCompany
shares owned

100 shares(Other current key positions)Certified public accountant
Outside Audit & Supervisory Board Member of Torii
Pharmaceutical Co., Ltd.
Reason for Election and Time in Office for the Outside Audit & Supervisory Board
Member Candidate
Eiichi Izumo has specialized expertise as a certified public accountant and experience with avariety of companies through his auditing and consulting work. In the Board of Directors and the
Audit & Supervisory Board, he draws on this experience and expertise to actively offer opinions
and recommendations regarding important matters associated with the management of theCompany.
The Company therefore judges that he is capable of continuing to appropriately perform his duties
as an outside audit & supervisory board member and proposes him as a candidate for outside audit& supervisory board member. As of the end of this general shareholders’ meeting, he will have
served as outside audit & supervisory board member for four years.

- 20 -

No.

Name(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1991
Jan. 1999
Jan. 2000

Miyuki Ishiguro(Oct. 26, 1964)
4* Candidate foroutside audit &supervisoryboard member

June 2013
Sep. 2016
June 2017
Apr. 2018

Enrolled as a Lawyer (current)
Joined Tsunematsu Yanase & Sekine
Partner at Tsunematsu Yanase & Sekine
Partner at Nagashima Ohno & Tsunematsu(current)
Outside Director of Miraca Holdings Inc.
(current)
Outside Audit & Supervisory Board Memberof Lasertec Corporation (current)
Outside Audit & Supervisory Board Memberof the Company (current)
Vice President, Tokyo Bar Association

No. ofCompany
shares owned

0 shares(Other current key positions)
LawyerOutside Director of Miraca Holdings Inc.
Outside Audit & Supervisory Board Member of Lasertec
Corporation
Reason for Election and Time in Office for the Outside Audit & Supervisory Board
Member Candidate
Miyuki Ishiguro has considerable practical experience and advanced insight into corporate affairs
law as a partner in a major law firm, as well as experience as an outside officer in other companies.
In the Board of Directors and the Audit & Supervisory Board, she draws on this experience andexpertise to actively offer opinions and recommendations regarding important matters associatedwith the management of the Company.
The Company therefore judges that she is capable of continuing to appropriately perform her
duties as an outside audit & supervisory board member and proposes her as a candidate for outside
audit & supervisory board member. As of the end of this general shareholders’ meeting, she will
have served as outside audit & supervisory board member for two years.

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Notes:1. Miyuki Ishiguro, the candidate for audit & supervisory board member, serves as a partner
at Nagashima Ohno & Tsunematsu, a law firm that has a consulting contract with theCompany. The Benesse Group consults Nagashima Ohno & Tsunematsu on legal mattersas the situation requires, but the total value of monetary compensation for trading between
the law firm and the Benesse Group as an average over the past three fiscal years did notexceed the higher of ¥10 million or 2% of the entity’s net sales or gross income in themost recent fiscal year. Consequently, Ms. Ishiguro meets the Company’s Criteria for
Independence of Outside Directors and Outside Audit & Supervisory Board Members andher independence is not at issue. However, Nagashima Ohno & Tsunematsu, the law firm
to which Ms. Ishiguro belongs, has a policy preventing its lawyers who become outside
officers at other companies from being notified to the Tokyo Stock Exchange, Inc. as
independent directors or independent audit & supervisory board members. The Company
does not therefore plan to designate Ms. Ishiguro as an independent audit & supervisoryboard member. The Company’s Criteria for Independence of Outside Directors andOutside Audit & Supervisory Board Members meet the Tokyo Stock Exchange, Inc.’srequirements with regard to the independence of outside directors and outside audit &supervisory board members.
2. No other candidate for audit & supervisory board member has any special interest in the
Company.
3. The Company has designated Eiichi Izumo as independent director based on theregulations of the Tokyo Stock Exchange, Inc., and has notified the exchange of the same.
The Company has no monetary dealings with Mr. Izumo other than remuneration for his
work as outside audit & supervisory board member, and he has no special interest ties
with any of the executives of the Company.
4. The Company has formed agreements with standing audit & supervisory board member
Yoshinori Matsumoto and outside audit & supervisory board members Eiichi Izumo andMiyuki Ishiguro limiting liability for damages provided in Paragraph 1 of Article 423 of
the Companies Act. Based on the said agreements, in the case that these three individuals
have been in good faith and without gross negligence in performing their 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 to form the same agreement with the candidate for audit & supervisoryboard member Naoto Saito if he is elected.

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Reference: Benesse Holdings, Inc. Criteria for Independence of Outside Directors andOutside Audit & Supervisory Board Members (relates to Proposals 2 and 3)
Benesse Holdings, Inc. (“the Company”) shall determine that the Company’s outside directors,
outside audit & supervisory board members and the respective candidates for those posts possessa high degree of independence when all of the following criteria are satisfied:(1) The individual has not served as business personnel*1 of the Company or its Group companies(hereinafter, “the Benesse Group”) in the current fiscal year or the past nine fiscal years.
(2) Individuals who have satisfied all of the following conditions (A) through (H) for the past
three fiscal years:(A) The individual is not an entity for which the Benesse Group is a major client*2 and does
not serve as business personnel thereof.
(B) The individual is not a major client of the Benesse Group*3 and does not serve as businesspersonnel thereof.
(C) The individual is not a major shareholder (directly or indirectly holding a voting interestof 10% or more) of the Company and does not serve as business personnel thereof.
(D) The individual does not serve as business personnel of an entity that is a major investeeof the Benesse Group (in which the Benesse Group directly or indirectly holds a votinginterest of 10% or more).
(E) The individual is not a consultant, accounting expert or legal expert who has received
compensation in the form of a large amount of money or other assets,*4 other thanofficer’s compensation from the Benesse Group (or an individual belonging to an entity
such as a corporation, association, or other group that has received such assets).
(F) The individual has not received a large charitable donation or subsidy*5 from the Benesse
Group and does not serve as business personnel of such a recipient.
(G) The individual is not an independent auditor of the Benesse Group and does not belong
to a corporation, association or other group that serves as an independent auditor of theBenesse Group.
(H) In cases where the business personnel of the Benesse Group have been appointed as
outside officers of other companies, the individual does not serve as business personnelof the other company.
(3) The individual is not a relative*6 of a person who meets either of the following conditions (a)or (b):(a) An individual who does not satisfy any of the foregoing conditions (A) through (H) in(2) above for one of the past three fiscal years. However, the business personnel
stipulated in conditions (A) through (D) and (F) and (H) shall refer only to key businesspersonnel.*7 Condition (E) shall apply only to persons with specialized qualifications,such as certified public accountants and lawyers. Condition (G) shall apply only to key
business personnel and persons with specialized qualifications, such as certified public
accountants and lawyers, in the individual’s organization.
(b) Key business personnel of the Benesse Group in the current fiscal year or any of the past
three fiscal years.
Notes:- 23 -

1. Business personnel refers to the executive directors and executive officers who execute theoperations of corporations and other groups, or other officers who execute the operations ofcorporations, etc. Business personnel also refers to employees, directors and other equivalentposts based on the Companies Act of Japan, as well as ordinary employees and others who
conduct business operations.
2. An entity for whom the Benesse Group is a major client refers to an entity that satisfies any of
the following conditions:(1) A supplier group that supplies products and services to the Benesse Group (an entity who
belongs to the consolidated group of the direct supplier), where the supplier group’s
trading amount with the Benesse Group exceeds the higher of ¥100 million or 2% of theconsolidated net sales of the supplier group, in the most recent fiscal year.
(2) A supplier group to which the Benesse Group owes liabilities, where the Benesse Group’s
total amount of liabilities toward the supplier group exceeds the higher of ¥100 million or
2% of the consolidated net sales of the supplier group, in the most recent fiscal year.
3. A major client of the Benesse Group refers to an entity that satisfies any of the following
conditions:(1) A client group to whom the Benesse Group supplies products and services, where theBenesse Group’s trading amount with the client group exceeds the higher of ¥100 million
or 2% of the Benesse Group’s consolidated net sales, in the most recent fiscal year.
(2) A client group holding liabilities owed to the Benesse Group, where the client group’s
total liabilities owed to the Benesse Group exceeds the higher of ¥100 million or 2% of
the client group’s consolidated net sales, in the most recent fiscal year.
(3) A financial institution group (an entity belonging to the consolidated group to which thedirect lender belongs) from which the Benesse Group has borrowed funds, where the total
amount of the Benesse Group’s borrowings from the financial institutions exceeds 2% of
the Benesse Group’s consolidated total assets in the most recent fiscal year.
4. A large amount of money or other assets refers to a monetary compensation value the averageof which over the past three fiscal years exceeds the higher of ¥10 million or 2% of the entity’s
net sales or gross income in the most recent fiscal year.
5. An entity receiving a large charitable donation or subsidy from the Benesse Group refers to anentity receiving a charitable donation or subsidy from the Benesse Group, the average of which
over the past three fiscal years exceeds the higher of ¥10 million or 2% of the entity’s net sales
or gross income in the past fiscal year.
6. Relatives refer to spouses, relatives within the second degree of kinship and those with whom
a livelihood is shared.
7. Key business personnel refer to business personnel such as executive directors, executive
officers and other officers who execute the operations of corporations, etc., as well as those
who execute key operations, such as division managers.

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