（This Notice of Convocation is a translation of the Japanese original for reference purposes only, and in theevent of any discrepancy, the Japanese original shall prevail.）
April 12, 2024

To Shareholders:Hitoshi Kobayashi
Representative Director and President, CEO

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

Notice of Convocation of theExtraordinary General Meeting of Shareholders
The Benesse Holdings Extraordinary General Meeting of Shareholders is to be held as described below.
In convening this General Meeting of Shareholders, measures for electronic provision of information
are implemented for the information contained in the reference materials, etc., for the General Meetingof Shareholders (“matters subject to the measures for electronic provision”). Please check the matterssubject to the measures for electronic provision, which are posted on the website of Benesse Holdings,
Inc. (the “Company”) on the Internet.
[The Company’s website (Investor Relations)]
https://www.benesse-hd.co.jp/ja/ir/
Please access the website above, select “Notice of Convocation of the Extraordinary General Meetingof Shareholders,” and inspect the information.
In addition to the website above, the Company also posts the information on the Tokyo Stock
Exchange’s website on the Internet.
[Tokyo Stock Exchange’s website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Please access the website above, enter and search for the Company’s name (Benesse Holdings) or theCompany’s securities code (9783), select “Basic information” and “Documents for public
inspection/PR information” in that order, and inspect the information.
Please note that in lieu of attending the meeting in person, you may exercise your voting rights
online or in writing (by postal mail) prior to the meeting. Please review the reference materials
for the General Meeting of Shareholders and exercise your voting rights below.

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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 the Company by 5:00 p.m. on Friday, April 26, 2024 (JST).
Exercise of voting rights online
Please access the website for exercising voting rights (https://evote.tr.mufg.jp/ [in Japanese only]), use
the “Login ID” and “Temporary Password” shown on the enclosed Voting Rights Exercise Form, andthen 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, April 26, 2024 (JST).
1. Date and Time:
2. Venue:

April 29, 2024 (Monday), 10:00 a.m.
(The reception desk will open at 9:30 a.m.)
Head Office, Benesse Holdings, Inc.
3-7-17 Minamigata, Kita-ku, Okayama-shi, Okayama

3. Meeting Agenda
Resolutions:
Proposal 1: Share Consolidation
Proposal 2: Partial Amendment of the Articles of Incorporation•••

For this General Meeting of Shareholders, reference materials for the General Meeting of
Shareholders have been sent to all shareholders regardless of whether there is a request for
document delivery.
If revisions are made to the matters subject to the measures for electronic provision, revised
versions will be posted on each of the websites where such matters are posted.
Response in the event of significant changes:
Any significant changes in the convening of the General Meeting of Shareholders, related tounavoidable circumstances will be notified on the Company website (https://www.benessehd.co.jp/en/ir/). Please check the web page for the latest information.

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Reference Documents for the General Meeting of Shareholders
Agenda and Reference Matters
Proposal 1: Share Consolidation
1.

Reasons for Share Consolidation
As announced in the Company's press release dated March 5, 2024, “Notice Regarding the Result of the Tender Offer
for the Company’s Share Certificates, Etc. by Bloom 1 K.K. and the Change of the Parent Company and Largest Major
Shareholder,” Bloom 1 K.K. (the “Tender Offeror”) has conducted a tender offer (the “Tender Offer”) from January 30,
2024 to March 4, 2024 (the “Tender Offer Period”) to acquire the Company's ordinary shares (the “Company Shares”).
and the American Depositary Receipts (Note 1). As a result, as of March 12, 2024, the commencement date of settlementof the Tender Offer, the Tender Offeror came to own 67,738,016 shares of Company Shares (ownership ratio of voting
rights (Note 2): 70.21%).
(Note 1)

“American Depositary Receipts” means the American Depositary Receipts representing such American
Depositary Shares issued for the Company Shares in the US upon deposit of the Company Shares by
Deutsche Bank Trust Company Americas, The Bank of New York Mellon, Citibank, N.A., andConvergex Depositary, Inc (the “Depositary Banks”).

(Note 2)The “ownership ratio of voting rights” is calculated by setting as the denominator, the number of voting
rights (964,831 shares) pertaining to the number obtained by deducting from the total number of issued
shares of the Company as of December 31, 2023 as stated in the “Consolidated Financial Results for theNine Months Ended December 31, 2023 (Under Japanese GAAP) ” published by the Company (the“Company's Financial Results”) on February 9, 2024 (102,648,129 shares), the number of treasury shares
held by the Company (6,164,996 shares) as of the same date in the Company's Financial Results(96,483,133 shares) and rounded to the third decimal place. The same shall apply hereinafter.

As announced in the Company's press release dated January 29, 2024, “Announcement of Opinion in Support of andEncouragement to Tender in the Tender Offer for the Company’s Share Certificates, Etc. by Bloom 1 K.K. as part of an
MBO “ (hereinafter referred to as the “Opinion Press Release”), on May 22, 2023, the Company received an initial
proposal from the Tender Offeror, Mr. Soichiro Fukutake, Mr. Hideaki Fukutake and EQT AB Group (including
affiliates and other related entities, “EQT”, and the Tender Offeror, Soichiro Fukutake, Hideaki Fukutake and EQT arecollectively referred to as the “Tender Offeror, Etc.”) for a series of transactions (the “Transactions”) for the purpose ofprivatizing the Company Shares listed on the Prime Market of the Tokyo Stock Exchange (the “TSE”). In response, inlate May 2023, in order to ensure the fairness of the Transactions, including the fairness of the tender offer price in theTender Offer (the “Tender Offer Price”) and the fairness of the terms and procedures of the Transactions, the Company
retained Anderson Mori & Tomotsune (“AMT”) as a legal advisor independent from the Company and the Tender
Offeror, Etc. and in late May 2023, the Company retained Daiwa Securities Ltd. (“Daiwa Securities”) as a financial
advisor and third-party calculation agents independent of the Company and the Tender Offeror, Etc., respectively, andrequested Daiwa Securities to calculate the value of the Company Shares.

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In addition, among other things, in light of the fact that the Tender Offer is part of the Transactions for a Management
Buyout (MBO) (Note 3) and that there is a structural conflicts of interest issue, the Company will deal with these issues
by carefully determining the Company’s decisions regarding the Transactions, including the Tender Offer, and toeliminate the arbitrariness and conflicts of interest in the decision-making process of the Company’s Board of Directors,
and to ensure the fairness of the Transactions, as described in “(iv) Measures to Ensure Fairness of the Transactions andMeasures to Avoid Conflicts of Interest” in “3. Matters Concerning the Appropriateness of the Provisions Regarding the
Matters Listed in Article 180, Paragraph 2, Items 1 and 3 of the Companies Act” below, on June 2, 2023, the Company
established a special committee (the “Special Committee”) to consider the proposed Transactions, consisting of four (4)outside Directors and two (2) outside Auditors of the Company's Board of Directors, who are independent of the Tender
Offeror, Etc., the Company and the success or failure of the Transactions. For the composition of the Special Committee
members and other specific Consultation Matters, please refer to “(I) Establishment of Independent Special Committee
at the Company and Obtainment of Reports from the Special Committee” in “(iv) Measures to Ensure Fairness of theTransactions and Measures to Avoid Conflicts of Interest” in “3. Matters Concerning the Appropriateness of theProvisions Regarding the Matters Listed in Article 180, Paragraph 2, Items 1 and 3 of the Companies Act” below.
(Note 3)

The term “Management Buyout (MBO)” refers to a tender offer where the Tender Offeror is an executiveof the target (including tender offers where the Tender Offeror is a person that conducts the tender offer
at the request of an executive of the target and shares interests with the executive of the Company) (SeeArticle 441 of the Securities Listing Regulations of the TSE).

After establishing the consideration system described above, the Company took into consideration the outline of theTender Offer including the purpose of the Transactions, the impact of the Transactions on the Company, the details of
the management policy after the Transactions and the current share price trend, etc., and the Company has considered
the appropriateness of the Transactions through multiple rounds of discussions and examinations with the Tender Offeror,
Etc., while receiving advice from AMT and Daiwa Securities. In the course of the following discussions andconsiderations, we have reported to the Special Committee from time to time and have taken actions based on the
response policy and opinions, instructions, and requests at critical phases in the negotiations, which were confirmed inadvance by the Special Committee.
Specifically, the Company accepted the Tender Offeror, Etc.'s due diligence on the Company from late July to late
September 2023. During the due diligence period, the Tender Offeror, Etc. conducted interviews with the heads, etc. ofeach company of the Company, and discussions regarding future business development.
Based on the above, the Company received from Tender Offeror, Etc. the first proposal in writing on September 30, 2023
(the “First Proposal”) regarding the privatization of the Company Shares and the Company's future growth strategy. In the First
Proposal, the Company received the proposed Tender Offer Price of JPY 2,300 per Company Shares in the Tender Offer and
JPY 2,300 per share of American Depositary Shares represented by the American Depositary Receipts. (JPY 2,300 includes
a premium of 25.72% (rounded to two decimal places; the same shall apply hereinafter to the premium on the share price.) on
the closing price of JPY 1,829.5 of Company Shares on the Prime Market of the Tokyo Stock Exchange on September 29,
2023, the business day preceding September 30, 2023, when the proposal was made, a premium of 23.13% on the simple
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average closing price of JPY 1,868 (rounded to the nearest whole number; the same shall apply hereinafter in thecalculation of the simple average closing price.) for the past three months to September 29, 2023, a premium of 24.46%
on the simple average closing price of JPY 1,848 for the past three months to September 29, 2023, and a premium of
22.86% on the simple average closing price of JPY 1,872 for the past six months to September 29, 2023.)
In response to the First Proposal, the Company requested Tender Offeror, Etc. to reconsider the Tender Offer Price in
the First Proposal on October 10, 2023, on the grounds that, considering the results of the calculation of the value ofCompany Shares by Daiwa Securities and other factors, the Tender Offer Price in the First Proposal was significantly
inadequate from the perspective of encouraging minority shareholders of the Company to tender their shares in theTender Offer. In addition to that, we have had discussions with the Tender Offeror, Etc. regarding the First Proposal andbusiness strategy on October 13, 2023, and have continued to hold discussions regarding the Company’s future businessstrategy since then.
In response to the Company’s request for the Tender Offer Price, the Company received the second proposal in writingfrom Tender Offeror, Etc. on October13, 2023 (the “Second Proposal”), setting the Tender Offer Price at JPY 2,430 and
the Tender Offer Price per share of American Depositary Shares represented by the American Depositary Receipts at
JPY 2,430. (JPY 2,430 includes a premium of 33.41% on the closing price of JPY 1,821.5 of Company Shares on thePrime Market of the Tokyo Stock Exchange on October 12, 2023, the business day preceding October 13, 2023 when
the proposal was made, a premium of 31.64% on JPY 1,846 of the simple average closing price for the past one monthto October 12, 2023, a premium of 31.64% on the simple average closing price of JPY 1,846 for the past three months
to October 12, 2023, and a premium of 30.43% on the simple average closing price of JPY 1,863 for the past six months
to October 12, 2023.) In response to the Second Proposal, the Company requested Tender Offeror, Etc. to reconsider theTender Offer Price in the Second Proposal on October 18, 2023, on the grounds that the Tender Offer Price in the Second
Proposal was still significantly inadequate from the perspective of encouraging minority shareholders of the Company
to tender their shares in the Tender Offer.
In response to the Company’s request for the Tender Offer Price, the Company received the third proposal in writingfrom Tender Offeror, Etc. on October 23, 2023 (the “Third Proposal”), setting the Tender Offer Price at JPY 2,510 and
the Tender Offer Price per share of American Depositary Shares represented by the American Depositary Receipts at
JPY 2,510. (JPY 2,510 includes a premium of 41.17% on the closing price of JPY 1,778 of Company Shares on thePrime Market of the Tokyo Stock Exchange on October 20, 2023, the business day preceding October 23, 2023 when
the proposal was made, a premium of 37.99% on JPY 1,819 of the simple average closing price for the past one monthto October 20, 2023, a premium of 36.34% on the simple average closing price of JPY 1,841 for the past three months
to October 20, 2023, and a premium of 35.24% on the simple average closing price of JPY 1,856 for the past six months
to October 20, 2023.) In response to the Third Proposal, the Company requested Tender Offeror, Etc. to reconsider theTender Offer Price in the Third Proposal on October 27, 2023, on the grounds that the Tender Offer Price in the Third
Proposal was still inadequate from the perspective of encouraging minority shareholders of the Company to tender theirshares in the Tender Offer.
In response to the Company’s request for the Tender Offer Price, the Company received the fourth proposal in writingfrom Tender Offeror, Etc. on October 30, 2023 (the “Fourth Proposal”), setting the Tender Offer Price at JPY 2,590 and5the Tender Offer Price per share of American Depositary Shares represented by the American Depositary Receipts at
JPY 2,590. (JPY 2,590 includes a premium of 48.00% on the closing price of JPY 1,750 of Company Shares on thePrime Market of the Tokyo Stock Exchange on October 30, 2023, a premium of 44.77% on JPY 1,789 of the simple
average closing price for the past one month to October 30, 2023, a premium of 41.22% on the simple average closing
price of JPY 1,834 for the past three months to October 30, 2023, and a premium of 40.15% on the simple averageclosing price of JPY 1,848 for the past six months to October 30, 2023.) In response to the Fourth Proposal, on November
1, 2023, the Company requested Tender Offeror, Etc. to increase the Tender Offer Price per Company Share to JPY
2,600 on the grounds that the Tender Offer Price in the Fourth Proposal was still inadequate from the perspective offulfilling the Company's accountability and encouraging minority shareholders of the Company to tender their shares in
the Tender Offer.
In response to the Company’s request for the Tender Offer Price, the Company received a final proposal in writingfrom Tender Offeror, Etc. on November 1, 2023 (the “Final Proposal”), setting the Tender Offer Price at JPY 2,600 and
the Tender Offer Price per share of American Depositary Shares represented by the American Depositary Receipts at
JPY 2,600. (JPY 2,600 includes a premium of 45.70% on the closing price of JPY 1,784.5 of Company Shares on thePrime Market of the Tokyo Stock Exchange on October 31, 2023, the business day preceding November 1, 2023 when
the proposal was made, a premium of 45.41% on JPY 1,788 of the simple average closing price for the past one monthto October 31, 2023, a premium of 41.84% on the simple average closing price of JPY 1,833 for the past three months
to October 31, 2023, and a premium of 40.69% on the simple average closing price of JPY 1,848 for the past six months
to October 31, 2023.) Upon receipt of the Final Proposal by Tender Offeror, Etc., the Company communicated its
acceptance of the Tender Offer Price in the Final Proposal on November 9, 2023. Upon receipt of such acceptance fromthe Company, the Company received a legally binding final proposal in writing from the Tender Offerors, Etc. on
November 9, 2023, setting the Tender Offer Price at JPY 2,600 and the Tender Offer Price per share of American
Depositary Shares represented by the American Depositary Receipts at JPY 2,600 (JPY 2,600 includes a premium of
45.13% on the closing price of JPY 1,791.5 of Company Shares on the Prime Market of the Tokyo Stock Exchange on
November 9, 2023 when the proposal was made, a premium of 45.90% on JPY 1,782 of the simple average closing
price for the past one month to November 9, 2023, a premium of 42.39% on the simple average closing price of JPY
1,826 for the past three months to November 9, 2023, and a premium of 41.23% on the simple average closing price of
JPY 1,841 for the past six months to November 9, 2023.).
Furthermore, the Company’ received the necessary legal advice from AMT regarding the method and process ofdecision-making by Company’s Board of Directors, including the procedures for the Transactions, and other points tobe noted, as well as a report from the Special Committee (the “Report dated November 10, 2023”). (For an overview of
the Report and specific activities of the Special Committee, see “(I) Establishment of Independent Special Committee
at the Company and Obtainment of Reports from the Special Committee” in “(iv) Measures to Ensure Fairness of theTransactions and Measures to Avoid Conflicts of Interest” in “3. Matters Concerning the Appropriateness of theProvisions Regarding the Matters Listed in Article 180, Paragraph 2, Items 1 and 3 of the Companies Act”). Based on
the legal advice received from AMT and the share valuation report received from Daiwa Securities as of November 9,2023 (the “Share Valuation Report”), and with the utmost respect for the contents of the Report dated November 10,
62023, submitted by the Special Committee, the Company carefully discussed and examined the Transactions from theviewpoints of whether the Transactions would enhance the corporate value of the Company, whether the Transactions
would be conducted through fair procedures and thus ensure the interests of minority shareholders.
Under the circumstances described above, on November 10, 2023, based on the contents of the Share Valuation
Report and legal advice from AMT, the Company’s legal advisor, regarding the method and process of decision-making
by Company’s Board of Directors, including the procedures for the Transactions, and other points to be noted, and withthe utmost respect for the contents of the Report dated November 10, 2023 submitted by the Special Committee (For an
overview of the Report dated November 10, 2023, please refer to “(I) Establishment of Independent Special Committee
at the Company and Obtainment of Reports from the Special Committee” in “(iv) Measures to Ensure Fairness of theTransactions and Measures to Avoid Conflicts of Interest” in “3. Matters Concerning the Appropriateness of theProvisions Regarding the Matters Listed in Article 180, Paragraph 2, Items 1 and 3 of the Companies Act” below), theCompany carefully discussed and examined the Transactions from the viewpoints of whether the Transactions would
enhance corporate value and whether the terms and conditions of the Transactions are reasonable.
As a result, as described below, the Company has concluded that the privatization of the Company Shares throughthe Transactions, including the Tender Offeror, Etc.’s Tender Offer, will contribute to the enhancement of the Company’s
corporate value.
As for the recent environment surrounding the Company and the Company group consisting of 39 subsidiaries and 3
affiliated companies (the “Company Group”), there are concerns in the education industry that the market for traditionalcorrespondence education courses targeting mainly the middle class will shrink due to the declining birthrate in Japanand the expected decrease in the student population, as well as the increasing polarization of academic ability along withthe diversification of the values of children’s learning. Furthermore, with the introduction of university entrance examreforms and comprehensive entrance examinations, demand for traditional cram schools, individual tutoring, and mockexams is expected to decline, and companies offering new forms of educational services that make full use of digitaltechnology are entering the market. The business environment surrounding the Company’s education business isundergoing major structural changes and is expected to continue to change in the future.
In the nursing care industry, the market is certain to expand as the number of people requiring nursing care increases
with the growing elderly population. However, we believe that the business environment surrounding the Company
Group is rapidly changing due to such factors as the shortage of human resources in the nursing care industry andchanging customer needs. In addition, the market is expected to expand not only in the area of facility/home care services,which the Company has been providing for some time, but also in peripheral businesses such as nursing care HR andnursing care meals.
In light of these changes in the business environment, in November 2020, the Company Group has established a fiveyear medium-term management plan, “Evolution of Core Businesses and Challenge to New Fields” (the “MediumTerm Management Plan”) beginning in fiscal year 2021, recognizing the need for sustainable growth through theevolution of our core business and the challenge of entering new areas for new growth. Phase 1 of the Medium-Term
Management Plan set the goals of achieving a V-shaped recovery from the impact of COVID in existing areasorganically and challenging of entering new areas, and Phase 1, the first two years presented in the Medium-Term
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Management Plan, ended in March 2023. After summarizing the achievements and issues in Phase 1 of the MediumTerm Management Plan and taking into consideration the various surrounding environments of the Company once again,
in May 2023 we formulated the Transformation Business Plan by brushing up the Medium-Term Management Plan.
The Transformation Business Plan aims to achieve sustainable profitable growth through the realization of a profit
structure with three pillars of earnings - Core Education, Core Nursing Care and New Fields - through working to solve
social issues with a focus on people and transforming the Group and its portfolio structure. We have also formulated a
new Group Purpose to serve as a guideline for what kind of group we should aspire to be. In order to realize the Group
Purpose, we believe it is necessary to work on portfolio transformation, and as a specific measure to realize portfoliotransformation, we have set forth management and corporate transformation, and are working to strengthen the structure
and improve productivity, etc.
While we are still working to achieve the Transformation Business Plan, we believe that in order to enhance themedium- to long-term corporate value of the Company in a business environment that is expected to undergo significant
changes in the future, it would be beneficial to utilize external management resources in addition to our own
management efforts. In addition, while the Company Shares are listed, it is necessary to be aware of the impact of shortterm performance fluctuations on the stock market, which means that it is a highly challenging task to simultaneously
and quickly implement medium- and long-term management strategies while pursuing short-term performance at thesame time.
Under these circumstances, we have concluded that the following synergies can be expected to be generated throughthe implementation of agile and steady management measures, which will contribute to the realization of theTransformation Business Plan and further enhancement of the Company’s corporate value by utilizing EQT’s networkand know-how in addition to our management resources and know-how, and by privatizing the Company Shares throughthe Transactions and enabling EQT to invest its management resources in the Company Group,（a） Increase operational efficiency and diversify services through digitalization in the education business.
As stated above, we believe that the business environment surrounding the Company Group is rapidlychanging due to the entry of new digital competitors into the education industry and the polarization ofchildren’s academic abilities as their values of learning become more diverse. We believe that bypromoting digitalization and improving operational efficiency in our existing businesses, and bycombining the Company’s resources with digital technology, we will be able to provide new educational
services that meet the needs of our diverse clientele. We believe EQT has the best digital team andnetwork of industry advisors in the private equity fund industry and has experience in improving
operational efficiency and creating new businesses through digitalization in the education-related
businesses of its previous portfolio companies. By leveraging the know-how of the EQT andcollaborating globally with businesses of investees of the EQT, we hope to not only improve theefficiency of our existing business, but also create new educational services that meet the diversifying
needs of our clients, while utilizing the data held by the Company.

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（b） Expand and upgrade global business development in the education business.
We believe that it will be able to expand and upgrade its overseas business activities by leveraging the
EQT’s overseas know-how and network, in addition to the Company’s knowledge and brand strength in
the top-level education business in Japan and its assessment know-how cultivated in its business forschools. In particular, in the short term, the Company will focus on China, the Company’s largest
overseas market, and India, which is strategically positioned in the current Transformation Business Plan,
to create value, including business alliances with EQT portfolio companies. In the medium term, we arealso considering business development in adjacent markets in Asia and expansion into new regions
through large-scale M&A.

（c） Active use of M&A
For the medium- to long-term growth of the Company, M&A may be actively utilized in the educationand nursing care businesses. EQT specializes in supporting the acquisition of investee companies andcan be expected to provide full support by maximizing its knowledge, network, and resources in all steps
from deal sourcing, M&A execution support and financing, to post-acquisition integration (PMI: postmerger integration).

（d） Accelerated decision-making as a result of privatization.
In order to implement the above measures in a timely manner in what we believe to be a rapidlychanging business environment surrounding the Company Group, as described above, it is essential for
the Company to establish a prompt decision-making structure and improve management flexibility. We
believe that privatization of Company Shares will enable us to establish a management structure that willallow us to make flexible decisions and increase the speed of business development.

With respect to the Tender Offer Price (JPY 2,600), the Company has determined that the Tender Offer Price isreasonable for the reasons described in “(3) Amount of Money Expected to be Delivered to Shareholders as a Result ofRounding, and Matters Concerning the Appropriateness of Such Amount” below and provides the Company’s
shareholders with a reasonable opportunity to sell the Company Shares.
Based on the above, at the meeting of the Company’s Board of Directors held on November 10, 2023, the Company
decided as the Company’s opinion as of November 10, 2023 to express its support of the Tender Offer and recommendthat the Company’s shareholders tender their shares in the Tender Offer, and the holders of the American Depositary
Receipt tender their American Depositary Receipt in the Tender Offer after having delivered their American Depositary
Receipt to the Depositary Bank in advance and having received the Company Shares represented by the American
Depositary Receipt if the Tender Offer is commenced.
The Company also resolved at the above meeting that it will request the Special Committee established by theCompany to consider whether there has been any change to the Special Committee’s opinion in the Report dated
November 10, 2023 submitted to the Company’s Board of Directors as of November 10, 2023, and if there hasn’t been
9

any change, the Special Committee will make a statement to the Company’s Board of Directors to that effect or, if any
change has been made to its previous opinion, the Special Committee will state its changed opinion and based on such
opinion, the Company will express its opinion on the Tender Offer again at the time of commencement of the Tender
Offer.
Subsequently, on January 22, 2024, the Company received a notice from the Tender Offeror, Etc. that (i) theprocedures and responses required under the competition laws of China and the Foreign Exchange and Foreign Trade
Law in Japan had been completed and the procedures and responses required under the competition laws of Japan isscheduled to be completed during Tender Offer Period and (ii) subject to the fulfillment (or waiver by the Tender Offeror)
certain conditions precedent concerning commencement of the Tender Offer (the “Tender Offer Conditions”), the Tender
Offer is scheduled to commence on January 30, 2024.
In response, the Company requested the Special Committee to consider whether the opinion in the Report dated
November 10, 2023 had changed, and to advise the Company's Board of Directors that if its previous opinion had notchanged, it should so state, and if it had changed, it should state its revised opinion. The Special Committee has examined
the Consultation Matters mentioned above. As a result of review of the above-mentioned Consultation Matters, theCompany confirmed that there were no circumstances that required changes in the content of the Report dated November
10, 2023, taking into consideration the circumstances since November10, 2023, until January 29, 2024, and on January
29, 2024, submitted the a report (the “Report dated January 29, 2024”; for a summary thereof and the specific activitiesof the Special Committee, please refer to “(I) Establishment of Independent Special Committee at the Company andObtainment of Reports from the Special Committee” in “(iv) Measures to Ensure Fairness of the Transactions andMeasures to Avoid Conflicts of Interest” in “3. Matters Concerning the Appropriateness of the Provisions Regarding the
Matters Listed in Article 180, Paragraph 2, Items 1 and 3 of the Companies Act” below.) to the Company’s Board of
Directors to the effect that there is no change in the previous opinion.
On this basis, while respecting to the fullest extent the contents of the Report dated January 29, 2024 submitted by
the Special Committee, and in light of the Company's business conditions and the environment surrounding theTransactions, the Company has once again carefully considered the various terms and conditions of the Tender Offer,and as of January 29, 2024, the Company has determined that there are no factors that would cause the Company tochange its opinion regarding the Tender Offer as of November 10, 2023.
At a meeting of the Company's Board of Directors held on January 29, 2024, the directors of the Company (7 out of
8 directors in total, excluding Mr. Hideaki Fukutake) unanimously resolved to express its opinion in support of theTender Offer and to recommend that the shareholders of the Company tender their shares in the Tender Offer and thatthe holders of the American Depositary Receipts tender their shares in the Tender Offer after having delivered theAmerican Depositary Receipts to the Depositary Bank in advance and having received delivery of the Company Shares
represented by the American Depositary Receipts. All four auditors of the Company's Board of Directors were present
at the above meeting of the Board of Directors, and all of the auditors present expressed that they had no objection to
the adoption of the above resolution.
Although the Transactions have proceeded through this process, as described above, the Tender Offeror was unable
to acquire all of the Company Shares (However, this excludes the treasury shares owned by the Company and all of the10Company Shares owned by efu Investment Limited (“efu Investment”) and Minamigata Holdings Ltd. (“Minamigata
Holdings”) which have agreed not to tender their shares to the Tender Offer (the “Non-Tendered Shares”) and American
Depositary Receipts through the Tender Offer. Based on the results of the Tender Offer and upon request from the Tender
Offeror, the Company has decided to implement a series of procedures to make the Tender Offeror and Minamigata
Holdings, the seventh largest shareholder of the Company, the sole shareholders of the Company (the “Squeeze-Out
Procedures”), as announced in the Opinion Press Release. Specifically, subject to shareholder approval at thisextraordinary general meeting of shareholders (“EGM”), the Company will implement a reverse stock split of Company
Shares (the “Share Consolidation”) as described in “2. Content of Matters Listed in Each Item of Article 180, Paragraph
2 of the Companies Act” below.
It is understood that before the Squeeze-Out Procedures take effect, efu Investment plans to return all of the Company
Shares (6,809,500 shares) held in trust with The Master Trust Bank of Japan, Ltd. as the sole settlor and beneficiary,
without payment of any special consideration, upon cancellation of the trust. It is also understood that efu Investment
plans to lend 14,214,000 shares out of almost all of its Company Shares (14,668,000 shares) to Minamigata Holdings(1,836,000 shares) after receiving the shares.
As a result of the Share Consolidation, the number of Company Shares held by shareholders (excluding the Tender
Offeror and Minamigata Holdings) will be reduced to fractions of less than one share.

Content of Matters Listed in Each Item of Article 180, Paragraph 2 of the Companies Act

2.
(1)

Ratio of Consolidation
16,050,000 Company Shares will be consolidated into one Company Share.

(2)

Date on Which the Share Consolidation Will Become Effective (Effective Date)
May 21, 2024

(3)

Total Number of Authorized Shares as of the Effective Date
24 shares

Matters Concerning the Appropriateness of the Provisions Regarding the Matters Listed in Article 180, Paragraph 2,

3.

Items 1 and 3 of the Companies Act
As to the ratio of consolidation in the Share Consolidation, 16,050,000 Company Shares will be consolidated into one
Company Share. As stated in “1. Reasons for Share Consolidation” above, the Share Consolidation will be conducted forthe purpose of making the shareholders of the Company only the Tender Offeror and Minamigata Holdings, and based on
the fact that the Tender Offer, which was made as part of the Transactions, was concluded following the backgrounddescribed in the same paragraph, as well as on the following matters, the ratio of consolidation in the Share Consolidation
has been determined to be appropriate.

(1)

If There is a Parent Company, Etc., Matters to be Given Due Consideration so as Not to Harm the Interests of11

Shareholders Other than Such Parent Company, Etc.
The Company and the Tender Offeror, Etc. have respectively taken the measures set forth in I to VI of “(4) Measures
to Ensure Fairness of the Transactions and Measures to Avoid Conflicts of Interest” below in order to ensure the fairnessof the Transactions including the Tender Offer from the viewpoint of ensuring the fairness of the Tender Offer Price,eliminating arbitrariness in the decision-making process leading to the decision to conduct the Tender Offer and avoiding
conflicts of interest based on the fact that the Tender Offer is conducted as a part of the Transactions for a so-called
management buyout (MBO) and may give rise to a situation of structural conflict of interest. It is understood that theTender Offeror, Etc. have not set the minimum planned purchase quantity corresponding to the so-called “Majority of
Minority” from the idea that, if such minimum planned purchase quantity is set, there is a possibility that the completionof the Tender Offer may become unstable and may not contribute to the benefit of general shareholders of the Company
who wish to tender their Company Shares in the Tender Offer. However, the Tender Offeror, Etc. and the Company
consider that due consideration is given to the interests the Company’s general shareholders since they have taken themeasures set forth in I to VI of “(4) Measures to Ensure Fairness of the Transactions and Measures to Avoid Conflictsof Interest” below.

(2)

Matters Concerning the Method of Processing in Cases Where Processing of Fractions of Less than One Share is
Expected (Rounding)(I) Under Which of (i) Article 235, Paragraph 1 of the Companies Act or (ii) Article 234, Paragraph 2 of the Same Act
as Applied Mutatis Mutandis Pursuant to Article 235, Paragraph 2 of the Same Act the Processing Will be
Implemented; and the Reasons therefor
As set forth in “1. Reasons for the Share Consolidation” above, upon the Share Consolidation, the number ofCompany Shares held by each shareholder (excluding the Tender Offeror and Minamigata Holdings) will be a fractionof less than one share.
With respect to fractions of less than one share resulting from the Share Consolidation, the Company will sell anumber of shares equivalent to the total number (If the total number includes a fraction of less than one share, such
fraction will be rounded down), and the proceeds from the sale will be delivered to each shareholder with fractional
shares in proportion to the number of fractional shares. With respect to the sale, the Company will obtain permissionof the court and sell the shares to the Tender Offeror pursuant to Article 234, Paragraph 2 of the Companies Act (ActNo. 86 of 2005; as amended, the same shall apply hereinafter) as applied mutatis mutandis pursuant to Article 235,
Paragraph 2 of the Companies Act, considering the facts that the Share Consolidation will be conducted as part of theTransactions, the purpose of which is to make the shareholders of the Company only the Tender Offeror andMinamigata Holdings, and that the Company Shares will be delisted as of May 17, 2024, and will be shares having
no market price, and thus, the possibility of any purchaser appearing at the auction will be low.
In this case, if the permission of the court is obtained as scheduled, the amount of sale will be set at a price that will
result in the delivery to each shareholder of the cash equivalent to the amount obtained by multiplying (i) the numberof the Company Shares held by each shareholder listed or recorded on the latest shareholders register of the Company
as of May 20, 2024, which is the day immediately preceding the effective date of the Share Consolidation, by (ii) JPY
12

2,600, which is equivalent to the Tender Offer Price. However, the actual amount to be delivered may differ from theabove amount if the permission of the court is not obtained or adjustments of fractions are necessary for calculation
purposes or in other cases.

(II) Name of the Prospective Purchaser of the Shares to be Sold
Bloom 1 K.K.

(III) Method for the Prospective Purchaser of the Shares to be Sold to Secure Funds for Payment of the Sale Price;and Appropriateness of the Method
The Tender Offeror expected to fund the acquisition of the Company Shares equivalent to the total amount of
fractions resulting from the Share Consolidation by borrowing from Sumitomo Mitsui Banking Corporation(“SMBC”) and Nomura Capital Investment Co., Ltd. (“NCI”)). The Company has confirmed the Tender Offeror’s
method of securing funds by confirming the Loan Certificate dated January 26, 2024 regarding the borrowing fromSMBC and the Loan Certificate dated January 26, 2024 regarding the borrowing from NCI, both of which were
submitted as exhibits to the Tender Offer Statement in connection with the Tender Offer, and then, confirming that
the Loan Agreements for the relevant borrowings were concluded between the Tender Offeror and SMBC and NCI,
respectively. According to the Tender Offeror, no event has occurred or is found to be likely to occur that may cause
hindrance to the payment of the sales proceeds of the Company Shares equivalent to the total number of fractions ofless than one share resulting from the Share Consolidation.
Based on the foregoing, the Company has determined that the method of the Tender Offeror to secure funds forpayment of the price for sale of the Company Shares equal to the total number of fractions less than one share.

(IV) Expected Timings of Sale and Delivery of the Sales Proceeds to Shareholders
The Company plans to file a petition with the court in early June, 2024, pursuant to Article 234, Paragraph 2 of theCompanies Act, as applied mutatis mutandis pursuant to Article 235, Paragraph 2 of the same Act, seeking permission
for the Company to sell the Company Shares equivalent to the total number of fractions of less than one share resulting
from the Share Consolidation and for the Tender Offeror to purchase such Company Shares. While the timing for
obtaining such permission may vary depending on the circumstances of the court or other factors, the Company
expects to, with the permission of the court, sell such Company Shares by way of purchase by the Tender Offeror
around late June, 2024, and then make the necessary preparations to deliver the sales proceeds to the shareholders andthen deliver the proceeds to the shareholders around late August to late September, 2024.
The Company has determined, considering the period of time required for a series of procedures for sale from theeffective date of the Share Consolidation, that the Company Shares equivalent to the total number of fractions of lessthan one share resulting from the Share Consolidation will be sold and the sales proceeds will be delivered to theshareholders at each timing, as described above.

(3) Amount of Money Expected to be Delivered to Shareholders as a Result of Rounding, and Matters
13

Concerning the Appropriateness of Such AmountThe amount of money expected to be delivered to shareholders as a result of rounding is expected to be theamount obtained by multiplying the number of the Company Shares held by shareholders stated or recordedin the Company’s latest shareholder registry on May 20, 2024, the day immediately preceding the effective
date of the Share Consolidation, by JPY 2,600, which is the same amount as the Tender Offer Price, as
described in “(2) Matters Concerning the Method of Processing in Cases Where Processing of Fractions ofLess than One Share is Expected (Rounding)” above. However, the actual amount to be delivered may differ
from the above amount if the permission of the court is not obtained or adjustments of fractions are necessary
for calculation purposes or in other cases.
The Company’s Board of Directors concluded that the Tender Offer Price (JPY 2,600) is: (i) based on the
results of the valuation of the Company Shares in the Share Valuation Report described in “(II) Obtainmentof Share Valuation Report from the Company’s Independent Third-party Calculation Agent” of “(4) Measures
to Ensure Fairness of the Transactions and Measures to Avoid Conflicts of Interest” below, the Tender Offer
Price of JPY 2,600 per share is: (a) higher than the results of the market share price method, (b) higher than
the results of the valuation using the comparable multiple valuation method, and (c) within the range of theresults of the valuation using the discounted cash flow method (the “DCF Method”) and above the median
price, (ii) in light of the fact that it is priced at a premium of 45.13% against the closing price of JPY 1,791.5
on the Tokyo Stock Exchange Prime Market for the Company Shares on November 9, 2023, the business day
prior to November 10, 2023, the date on which the announcement of the scheduled commencement of theTender Offer was made, 45.90% against the simple average closing price of JPY 1,782 for the past 1 month
up to that date, 42.39% against the simple average closing price of JPY 1,826 for the past 3 months up to thatdate, and 41.23% over the simple average closing price of JPY 1,841 yen for the past 6 months up to that dateas well as the median premium (40.11% of the closing price on the business day before the publication date,
40.38% of the simple average closing price for the last month, 45.34% of the simple average closing price forthe last three months, and 49.27% of the simple average closing price for the last six months) of the 46
Management Buyouts (MBO) out of the examples that were published from June 28, 2019 through September
30, 2023 in the Ministry of Economy, Trade and Industry’s “Guidelines for Fair M&A: Improving Corporate
Value and Securing Shareholder Profit”, it can be determined that the Tender Offer Price is a price in which a
reasonable premium is attached, and (iii) based on the fact that the measures to ensure the fairness of theTender Offer described in “(4) Measures to Ensure Fairness of the Transactions and Measures to Avoid
Conflicts of Interest” below have been taken, and the Tender Offer Price has been sufficiently negotiated with
the Tender Offeror, Etc. with substantial involvement of the Special Committee, and that the Tender Offer
Price has been increased from the price originally offered by the Tender Offer, Etc., and that the price wasdetermined based on the circumstances in which the Company negotiated with the aim of conducting theTransactions under the terms and conditions as favorable as possible for general shareholders, the Company
determined at the meeting of the Company’s Board of Directors held on November 10, 2023 that the Tender
Offer Price is reasonable and provides the Company’s shareholders with a reasonable opportunity to sell the
Company Shares.
At the meeting of the Company’s Board of Directors held on January 29, 2024, the Company, while fully
respecting the contents of the report dated January 29, 2024 submitted by the Special Committee, carefully
reviewed the terms and conditions of the Tender Offer again in light of the Company’s business conditions
and the environment surrounding the Transactions, and determined that, as of January 29, 2024, there were no14

factors that would change its opinion on the Tender Offer as of November 10, 2023.
In addition, at the meeting of the Company’s Board of Directors held on January 29, 2024, the Company
expressed its opinion in support of the Tender Offer and confirmed that during the period beginning fromresolving to recommend to shareholders of the Company to tender in the Tender Offer and the holders of theAmerican Depositary Receipts to, after delivering in advance the American Depositary Receipts to thedepositary bank and receiving Company Shares pertaining to the American Depositary Receipts, to tender in
the Tender Offer, and up to the time of the resolution of the Board of Directors on March 27, 2024, which
decided to call the Extraordinary General Meeting of Shareholders, there were no factors that should change
its decision on the Transactions.
Based on the above, the Company determined that the amount of money expected to be delivered toshareholders by rounding is reasonable.

(4) Measures to Ensure Fairness of the Transactions and Measures to Avoid Conflicts of Interest
While the Share Consolidation is conducted as the second procedure in a so-called two-step acquisition, theCompany and the Tender Offeror, Etc. have respectively taken the measures set forth in (I) to (VI) below inorder to ensure the fairness of the Transactions including the Tender Offer from the viewpoint of ensuring thefairness of the Tender Offer Price, eliminating arbitrariness in the decision-making process leading to thedecision to conduct the Tender Offer and avoiding conflicts of interest based on the fact that the Tender Offeris conducted as a part of the Transactions for a so-called management buyout (MBO) and may give rise to asituation of structural conflict of interest. It is understood that the Tender Offeror, Etc. have not set theminimum planned purchase quantity corresponding to the so-called “Majority of Minority” from the idea that,
if such minimum planned purchase quantity is set, there is a possibility that the completion of the Tender Offer
may become unstable and may not contribute to the benefit of general shareholders of the Company who wish
to tender their Company Shares in the Tender Offer. However, the Tender Offeror, Etc. and the Company
consider that due consideration is given to the interests the Company’s general shareholders since they havetaken the following measures. Furthermore, the measures taken by the Tender Offeror, Etc. in the following
descriptions are based on the explanations received from the Tender Offeror, Etc.

(I) Establishment of Independent Special Committee at the Company and Obtainment of Reports from the Special
Committee
A.

Background of the establishment, etc.
Taking into account that the Tender Offer is implemented as a part of the Transactions for a so-called
management buyout (MBO) and there is an issue of structural conflict of interest, in order to be careful about
the decision-making of the Company and from the viewpoint of eliminating arbitrariness and the risk of conflictsof interest from, and securing the fairness of the decision-making process of the Company’s Board of Directors,
on June 2, 2023, the Company has established a Special Committee comprised by members who are independentof any of the Company, the Tender Offeror Etc., and the success or failure of the Transactions (Mr. Mutsuo Iwai
(independent outside director), Ms. Yumiko Noda (independent outside director), Mr. Kohey Takashima(independent outside director), Mr. Masaru Onishi (independent outside director), Mr. Eiichi Izumo(independent outside company auditor), and Ms. Miyuki Ishiguro (independent outside company auditor) are15

appointed as members of the Special Committee.) Members of the Special Committee have not changed since
its establishment. Members of the Special Committee shall be paid a fixed amount of compensation as theconsideration for his or her duties regardless of the contents of his or her report, and the Company does not adopt
a success fee as such consideration.
The Company consulted the Special Committee on (i) whether the purpose of the Transactions including theTender Offer is considered to be reasonable (including whether the Transactions will contribute to theenhancement of the Company’s corporate value), (ii) whether the fairness of the procedures for the Transactions
including the Tender Offer is ensured, (iii) whether the appropriateness of the terms and conditions of theTransactions is ensured, (iv) whether the decision to implement the Transactions (including expressing opinion
regarding the Tender Offer) is disadvantageous to the minority shareholders of the Company, and (v) whether
the Company’s Board of Directors should express its opinion in favor of the Tender Offer and recommend that
the Company’s shareholders tender their shares in the Tender Offer and also recommend that the holders of theAmerican Depositary Receipts receive in advance delivery of the Company’s ordinary shares concerning their
American Depositary Receipts and tender them in the Tender Offer (collectively, “Consultation Matters”) anddelegated the Special Committee to submit the Report dated November 10, 2023 regarding the Consultation
Matters to the Company.
The Company’s Board of Directors resolved that the decision of its Board of Directors in connection with theimplementation of the Transactions shall be made with the utmost respect for the judgment of the Special
Committee based on the abovementioned delegation, and that if the Special Committee judges the terms andconditions of the Transactions to be inappropriate, the Company’s Board of Directors will establish a Special
Committee on the assumption that it will not approve the Transactions under such terms and conditions.
Moreover, the Company’s Board of Directors resolved to grant the Special Committee the authorities: (i) to be
substantially involved in the process of negotiations conducted by the Company with the Tender Offeror, Etc.
on the terms and conditions of the Transactions (including receiving reports on a timely basis from theCompany’s officers and employees or the Company’s advisors, etc. on the status of their negotiations with theTender Offeror, Etc., and expressing opinions and providing instructions or requests at the important phase) tosecure fairness in the status of negotiations between the Company and the Tender Offeror, (ii) to consider theextent of the measure to ensure fairness that should be taken for the Transactions and to express opinions andmake suggestions as necessary, (iii) to approve (including ex post approval) financial or legal advisors of theCompany and receive professional advice from such advisors as necessary upon making reports on theConsultation Matters or to appoint the Special Committee’s own financial or legal advisors (in this case, theCompany will bear the cost therefor) and receive professional advice from such advisors, and (iv) as necessary,
to receive information necessary for the consideration and judgment of the Transactions from officers andemployees of the Company upon making reports on the Consultation Matters.

16

B.

Background of the consideration
The Special Committee met a total of 18 times for a period between June 9, 2023 and November 10, 2023,
and carefully discussed and considered the Consultation Matters. Specifically, the Special Committee first
approved on June 9, 2023, the appointment of Daiwa Securities, the Company’s financial advisor and thirdparty calculation agent, and AMT, the Company’s legal advisor, after confirming that there were no problems
with their independence and expertise. Furthermore, the Special Committee has confirmed that there were no
problems with the review system for the Transactions established within the Company (including the scopeand duties of its officers and employees involved in the consideration, negotiation and judgment regarding theTransactions) from the perspective of independence and fairness. On that basis, the Special Committee, upon
discussing the Consultation Matters, received explanations from the Company on the business environmentof the Company, the purpose of the Transactions proposed by the Tender Offeror, Etc., the impact of theTransactions on the Company's business, and other matters, and exchanged questions and answers regardingthese points. In addition, the Special Committee asked questions to the Tender Offeror, Etc. about the purposeand background of the Transactions, the management policy after implementation of the Transactions, andother matters, and received a written answer from the Tender Offeror, Etc. The Special Committee received
explanations from the Company on the latest operating results and the details of the business plan prepared by
the Company for the three fiscal years ending March 31, 2024 through March 31, 2026 (the “Business Plan”),
and exchanged questions and answers regarding these points. Furthermore, the Special Committee received
explanations on the calculation results of the Company Shares from Daiwa Securities, a third-party calculation
agent and exchanged questions and answers. In addition, the Special Committee received on a timely basis
explanations from the Company on the status of the negotiations with the Tender Offeror, Etc. regarding thetender offer price, and had a question-and-answer session. Furthermore, the Special Committee received from
AMT, its legal advisor, explanations on the details of the measures to be taken to ensure fairness of theprocedures of the Transactions as well as the method and process of the decision-making of the Company’s
Board of Directors regarding the Transactions and other measures to be taken to avoid conflicts of interest,and had a question-and-answer session regarding these respects.
Furthermore, as stated in “Reason for Share Consolidation” above, since the Special Committee hadreceived a First Proposal in writing from the Tender Offeror, Etc. on September 30, 2023 that the Tender Offer
Price per Company Share is to be JPY 2,300 and the Tender Offer Price per American Depositary Receipt is
to be JPY 2,300, the Special Committee received reports from the Company on a timely basis regarding thedetails of every proposal and contact with respect to the price, every time the Company had received it fromthe Tender Offeror, Etc., and has been substantially involved in the overall consultations and negotiations with
the Tender Offeror, Etc. on the terms and conditions of the transactions including the Tender Offer Pricethrough hearing of the Company’s opinion which is based on the advice on a financial perspective from Daiwa
Securities, the Company’s financial advisor, and deliberations and considerations on the content and, at theimportant phase, expressing opinion on the terms and conditions of the Transactions including the Tender
Offer Price. Consequently, on November 1, 2023, the Company received from the Tender Offeror, Etc. the17

Final Proposal stating that the Tender Offer Price per Company Share is to be JPY 2,600 and the Tender Offer
Price per American Depositary Receipt is to be JPY 2,600.

C.

Details of the judgment
The Special Committee carefully discussed and considered the Consultation Matters based on the contentsof the above-mentioned research, consultations, and consideration, and also based on the explanations given
by Daiwa Securities, the Company’s financial advisor, at the Company’s request and on the contents of thelegal advice it had received from AMT, and consequently submitted the Report dated November 10, 2023
with the following contents to the Company’s Board of Directors, on November 10, 2023, with the unanimous
consent of all members:

（a）
(A)

Details of the report
It is found that the purpose of the Transactions including the Tender Offer is reasonable (TheTransactions will contribute to the enhancement of the Company’s corporate value.).

(B)

It is found that the fairness of the procedures for the Transactions including the Tender Offer isensured.

(C)

It is found that appropriateness of the terms and conditions of the Transactions is ensured.

(D)

Based on (A) to (C) above, it is found that the determination to implement the Transactions (including
expressing opinion regarding the Tender Offer) is not disadvantageous to the minority shareholdersof the Company.

(E)

Based on (A) to (D) above, it is reasonable that the Company’s Board of Directors express its opinion
in favor of the Tender Offer at this time and recommend that the Company’s shareholders tender theirshares in the Tender Offer and recommend that the holders of the American Depositary Receipts
receive delivery of the Company’s ordinary shares concerning their American Depositary Receipts
in advance and tender their shares in the Tender Offer.

（b）Reasons for the report(A) Whether the purpose of the Transactions including the Tender Offer is considered to be reasonable(including whether the Transactions will contribute to the enhancement of the Company’s corporate
value).
Based on the following points, enhancement of the corporate value envisaged under the Transactions is
not found to be unreasonable and no major inconsistency or discrepancy is found between the
expectations of the Tender Offeror, Etc. and those of the Company, and it is found that implementationof the Transactions contributes to the solution of the management issues recognized by the Company.
Thus, the Transactions including the Tender Offer contribute to the enhancement of the Company’s
corporate value, and it is found that their purpose is legitimate and reasonable.
・According to the Company, in May 2023, the Company established Transformation Business Plan bybrushing up the Medium-Term Management Plan. It is understood that the Transformation Business
18

Plan aims to achieve sustainable growth through the realization of a profit structure with three pillars ofearnings - Core Education, Core Nursing Care, and New Fields through working to solve social issues
with a focus on people and transforming the Group and its portfolio structure. It is understood that we
believe that in order to enhance the medium- to long-term corporate value of the Company in a businessenvironment that is expected to undergo significant changes in the future, it would be beneficial toutilize external management resources in addition to our own management efforts. In addition, while
the Company Shares are listed, it is necessary to be aware of the impact of short-term performancefluctuations on the stock market, which means that it is a highly challenging task to simultaneously andquickly implement medium- and long-term management strategies while pursuing short-term
performance at the same time. Under these circumstances, it is understood that it will be possible toimplement management measures in a agile and steady manner by utilizing EQT’s network and knowhow, and by privatizing the Company Shares through the Transactions and enabling EQT to invest its
management resources in the Company Group. It is understood that the Company has come to theconclusion that the Tender Offer will, through these efforts, contribute to the realization of theTransformation Business Plan and further enhancement of the Company’s corporate value. In generalterms, the utilization of external management resources and delisting as part of strategies for the
resolution of such management issues can be considered to contribute to the enhancement of theCompany’s corporate value.
・According to the Tender Offeror, Etc., the increases in the Company’s corporate value expected by theTender Offeror, Etc. as a result of the Transactions can be summarized as follows: (i) The Company willcontinue to provide high-quality services to a wide range of customers in both the education and nursing
care businesses as it has been undertaking, and will strengthen its competitiveness and aim to develop
and expand new businesses, while enabling it to provide higher value to existing customers, by utilizing
the digital knowledge and know-how of the industry advisors that EQT retains, the provision of humanresources utilizing EQT’s network, and EQT’s experience in portfolio companies; (ii) Over the medium
to long term, the Company will also develop education for people with disabilities, minorities, andalternative education and the like, with the aim of realizing a global platform of the Tender Offeror, Etc.
that provides “Well-being” to all generations around the world; (iii) In addition to the realization ofbusiness expansion through domestic M&As and global expansion through overseas M&As, theCompany will focus on its overseas businesses in China, India, and other countries and realize specificbusiness alliances with the companies in EQT’s portfolio.
・The Company, through the Transactions, expects to increase its corporate value including the synergiesof the following: (i) to promote digitization and improve operational efficiency in the education business,and create new education services tailored to the diversifying needs of customers by utilizing EQT’s
know-how and also collaborating globally with the businesses of the companies in which EQT invests
while also utilizing the data held by the Company; (ii) to utilize EQT’s overseas know-how and network
to expand and upgrade the overseas business activities in China and India and create value through19business alliances with EQT’s investee companies, as well as business expansion in adjacent markets
in Asia and expansion into new regions through large-scale M&As; and (iii) to be able to expect full
support for M&A for the Company’s medium to long term growth by utilizing the knowledge, networkand resources of EQT which is specialized in supporting acquisitions of investee companies. The detailsof the above envisaged increase in corporate value have no major inconsistencies or points clearly
contrary to objective facts and are generally consistent and reasonable, although concrete measures torealize such increase will need to be worked out in the future.
・According to the Tender Offeror, Etc. and the Company, in order to implement the abovementioned
measures in a timely manner in response to the rapid changes in the business environment surrounding
the Company Group, it is inevitable for the Company to promptly establish a decision making structure
and improve its management flexibility. By privatizing the Company Shares after the implementationof the Transactions, it is understood that the Company will be able to establish a management structurethat enables flexible decision making and to raise the speed of business development. While theCompany has not denied large-scale M&As with other partners that fit into its strategy, or even delisting as a further development thereof, the Company stated that the discussions have not progressedsince no partner that sympathizes with the Company's business philosophy has appeared. In the courseof discussions following the receipt of the proposal from the Tender Offeror, Etc. regarding theTransactions, it is understood that the Company has concluded that the Tender Offeror, Etc. understandthe management philosophy of the Company and that EQT has also agreed with such management
philosophy. In addition, rather than implementing structural reform while maintaining the listing of theCompany Shares, by privatizing the Company Shares, more fundamental investment may be promoted
without being required pursuit of return from stock market. Furthermore, the Company considers that
the Tender Offer will contribute to achieving the Transformation Business Plan by utilizing new
management resources, etc. such as EQT’s network, globalizing the Company’s organizational structure,
and actively promoting M&A with a sense of speed. In view of the above, it cannot be said that it isunreasonable to judge that the Company aims to enhance its corporate value through the Transactions,
utilizing the management resources of EQT and other resources as appropriate, based on the proposal
from the Tender Offeror, Etc., on the basis of the understanding and sympathy of the Tender Offeror,
Etc. for the Company’s management philosophy, and not by other means, such as bold business
transformation while maintaining the listing, or de-listing through M&A with other partners.
・According to the Tender Offeror, Etc., (i) even after the Transactions, the Company will continue toemploy its current employees as is and improve treatment of employees and expand incentive programs
so that employees are rewarded; (ii) although EQT is a foreign fund, it is expected that the Company’s
officers and employees will continue to conduct business in the field of education and nursing care, andthe Company’s daily operations and relationships with customers, business partners, and otherstakeholders will remain the same as before the Transactions, and the Company expects to continue thebrand it has built up until now. Therefore, the Tender Offeror, Etc. do not expect that the implementation20

of the Transactions will damage the reputation of the brand or services of the Company, and they do not
expect any negative impact on the Company’s customers or business partners; and (iii) they expect thatthe domestic school education and nursing care business customers will understand and agree to thefact that EQT, a foreign fund originating from Northern Europe, becomes a major shareholder, if theycarefully explain that EQT shares a vision with the founding family, and they consider that the risk that,the value of the school education business and the nursing care business of the Company may bedamaged in relation to customers, etc. by EQT becoming a shareholder of the Company through theTransactions, is small. Therefore, there is no particular circumstance considered to be a material
impediment to the enhancement of the Company’s corporate value through the Transactions.

(B) Whether the fairness of the procedures for the Transactions including the Tender Offer is ensured.
In light of the following points, it is concluded that the fairness of the procedures relating to theTransactions, including the Tender Offer, is ensured because it is found that (i) a situation which ispractically equivalent to that of arm's length transaction is secured in the process of forming the terms andconditions of the Transactions, and (ii) substantial fairness measures are adopted and operated effectively
from the viewpoint of securing opportunities for general shareholders to make appropriate decisions basedon sufficient information. According to the Tender Offeror, Etc., the minimum number of shares to bepurchased in the Tender Offer is expected to be the number of voting rights pertaining to the number ofshares obtained by deducting the treasury shares the Company owns from the total number of issued sharesof the Company multiplied by 2/3, and deducting the number of voting rights pertaining to the NonTendered Shares multiplied by the number of share units (100 shares) of the Company. It is understood thatthey have not set the minimum planned purchase quantity corresponding to the majority of the Company
Shares held by the shareholders of the Company who do not have an interest in the Tender Offeror, Etc.,
the so-called “Majority of Minority”, from the idea that, if such minimum planned purchase quantity is set,
there is a possibility that the completion of the Tender Offer may become unstable and may not contributeto the benefit of general shareholders of the Company who wish to tender their Company Shares in theTender Offer. However, since the Tender Offeror, Etc. and the Company have taken the following measures,
it can be said that sufficient consideration has been given to the interests of the Company’s generalshareholders.
・The Company has established a Special Committee consisting of independent outside directors andindependent outside company auditors who are independent of the Tender Offeror, Etc., the Company,
and the success or failure of the Transactions. Also judging from the timing of establishment, authority,
etc. of the Special Committee, it is found that it effectively functions as a fairness measure.
・In the Company, Hideaki Fukutake, a director, will not participate in the resolution to express an opinion
on the Tender Offer since he is considered to have a special interest in the Transactions, and it is expectedthat the resolution will be made by all directors except for Hideaki Fukutake. According to theCompany’s press release, the Company’s Board of Directors will, by a unanimous vote of all seven (7)21directors participating in the resolution, pass a resolution to express an opinion in support of the Tender
Offer and recommend the shareholders and the holders of the American Depositary Receipts to tendertheir shares, and all four (4) company auditors will express their opinions to the effect that they have no
objection to the above resolution. In addition, while the Company has decided to establish the Special
Committee and obtain its opinion, considering that the Company’s Board of Directors makes decisions
regarding the Transactions with the utmost respect for the Special Committee’s judgment and that it wasalso resolved that the Company’s Board of Directors will not approve the Transactions if the Special
Committee decides that the terms and conditions of the Transactions are not appropriate, arbitrariness inthe decision-making of the Company with respect to the Transactions has been eliminated and thefairness, transparency and objectivity of the decision-making process have been secured.
・The Company has received legal advice from AMT, a legal advisor independent of the Tender Offeror,
Etc., the Company and the success or failure of the Transactions.
・The Company has obtained from Daiwa Securities, a third-party calculation agent independent of theTender Offeror, Etc., the Company, and the success or failure of the Transactions, the Share Valuation
Report as a material in relation to the share value of the Company Shares.
・Although the purchase period of the Tender Offer is expected to be set at 23 business days, the Tender
Offer is a so-called pre-announced tender offer which will allow a relatively long period of time until thecommencement of the Tender Offer after the announcement of the series of terms and conditions
including the Tender Offer Price. Accordingly, the shareholders of the Company and the holders of theAmerican Depositary Receipts have been provided with an opportunity to make an appropriate decision
regarding the tendering in the Tender Offer. In addition, it is found that counterbidders have been
provided with an opportunity to make an acquisition proposal, and the Company and the Tender Offeror,
Etc. will not enter into any agreement which would unduly restrict the Company’s contact, etc. withcounterbidders. Therefore, it is recognized that so-called indirect market checks are made by conducting
M&As after the announcement after creating an environment where other potential acquirers can makecounterproposals.
・In connection with the Transactions, each press release will include a full disclosure of information suchas the details of the authority granted to the Special Committee, the particulars of the Special Committee’s
deliberations and involvement of the Tender Offeror, Etc. in the negotiation process for the terms andconditions of the transactions, the contents of the Report dated November 10, 2023 and the remuneration
structure of the members of the Special Committee, the outline of the Share Valuation Report, and theprocess and negotiation process leading to the implementation of the Transactions. Thus, it is found thatimportant materials for judgment that contribute to judgment regarding the appropriateness of the terms
and conditions of the transactions have been provided to the shareholders, etc. of the Company.
・In the event that the Tender Offeror, Etc. do not acquire all of the Company Shares and the American
Depositary Receipts in the Tender Offer, the Tender Offeror, Etc. intend to implement the Squeeze-Out
Procedure by way of share consolidation. In light of the fact that, in these procedures, consideration is22

given to avoid any situation where the shareholders of the Company and the holders of the American
Depositary Receipts are expected to be treated unfavorably, it is recognized that consideration has been
given to avoid any coerciveness.

(C) Whether the appropriateness of the terms and conditions of the Transactions is ensured.
Based on the following points, the Tender Offer Price is found to be appropriate assuming theappropriateness of the negotiation and scheme of the Transactions, and it is found that the appropriatenessof the terms and conditions of the Transactions including the Tender Offer is ensured.
・With respect to the negotiation status of the Tender Offer Price, the Tender Offer Price (JPY 2,600 per
share) was based on the initial offer price (JPY 2,300 per share) of the Tender Offeror, Etc. and the resultsof the provisional share valuation by Daiwa Securities, and also considering a request of the Special
Committee for an increase in the purchase price based on the deliberations and discussions at the Special
Committee and the Company having conducted negotiations with the Tender Offeror, Etc. while
receiving advice from Daiwa Securities, as a result of which the Company obtained from the Tender
Offeror, Etc. 4 proposals to increase the purchase price and reached a final agreement. The circumstanceof the series of negotiations was shared with and explained to the Special Committee by the Company
and Daiwa Securities in a timely manner when a Special Committee meeting was held or by email. As aresult, the final Tender Offer Price has been substantially increased from the price initially quoted by theTender Offeror, Etc. and it is found that the Company has held negotiations with the intention of effecting
the Transactions on terms and conditions as comprehensible and as favorable to the general shareholders
as possible. Based on the above, it is presumed that the agreement on the Tender Offer Price in theTransactions was reached as a result of negotiations between the Company and the Tender Offeror, Etc.,
based on objective and consistent discussions which are substantially equivalent to those at arm’s length,
and there are no circumstances which raise doubts about the transparency and fairness of the agreement
process.
・The Business Plan has been prepared on a standalone basis without assuming the implementation of theTransactions, and since there was no change in the preparation process prior to and after the receipt of
the non-legally-binding Initial Statement of Intent dated May 22, 2023, which can be referred to as aserious proposal in respect of the Transactions which proposed that the Company Shares be delisted
through the Tender Offer and a series of procedures to make the Tender Offeror and Minamigata
Holdings the only shareholders of the Company and delist the Company Shares, which was under review
and preparation by the Company, there does not seem to be any fact that the Tender Offeror, Etc. or theirrelated persons were involved in or had influence on the preparation of the Business Plan. Furthermore,
although the Company has provided certain explanations to the Tender Offeror, Etc. regarding in thenegotiations with them, there is no fact that the Business Plan was established or revised according to the
instructions of or considering the intention of the Tender Offeror, Etc. In addition, although the Company
provided the Special Committee with an opportunity to explain the basis of the Business Plan and23

questions and answers were exchanged, there were no circumstances requiring amendment of theBusiness Plan or any other circumstances raising doubt about the reasonableness of the Business Plan.
In view of the foregoing, there is no fact that pressure on the part of the Tender Offeror, Etc. was involvedin the process of establishing the Business Plan and the contents thereof is not found to be an
unreasonable estimate.
・With regard to the Share Valuation Report, according to the interviews with Daiwa Securities, it wasevaluated that there were no unreasonable points concerning the choice of the market price method, thecomparable multiple valuation method, and the DCF method, as well as the respective calculation
methods and bases. On the basis of the foregoing, the Tender Offer Price of JPY 2,600 per share is found(i) to exceed the result of the calculation using the market price method, (ii) to exceed the result of thecalculation using the comparable multiple valuation method, and (iii) to be within the range of the resultof the calculation using the DCF method of Daiwa Securities and to exceed the median price.
Furthermore, while the Tender Offer Price of JPY 2,600 per share is with a premium of 41.23% to 45.90%
against the closing price of the Company Shares on the Tokyo Stock Exchange until November 10, 2023
(The closing price on the preceding business day and the average closing price for the past one (1) month,
the past three (3) months, and the past six (6) months on the same day), considering the interviews with
Daiwa Securities, it is found that a premium of a level that is comparable to other similar transactions issecured under the Tender Offer.
・The method of conducting a tender offer in the first step and a share consolidation in the second step isthe method generally employed in these types of privatization transactions, and, in the second step, it ispossible to file an application for pricing to the court after exercising appraisal rights. Since theconsideration to be received by the shareholders and the holders of the American Depositary Receipts
consists of cash, the method of the Transactions is considered to be desirable in that it is easy tounderstand the consideration and that the value is highly stable and objective. The method is also
particularly preferable to a reorganization such as a share exchange in exchange for shares, etc., from thestandpoint of simultaneously fulfilling the request that the Company promptly be made a wholly-owned
subsidiary and ensuring an opportunity and time for the general shareholders, etc. to make appropriate
judgment based on sufficient information. It is also clarified that upon implementing a shareconsolidation, the amount to be delivered as consideration to the shareholders of the Company shall becalculated to be equal to the price obtained by multiplying the Tender Offer Price by the number of theCompany Shares owned by each shareholder. If any money is to be delivered to the Depositary Bank, it
is expected that the delivered amount will be the amount calculated by multiplying the Tender Offer Priceby the number of the Company Shares owned by the Depositary Bank. It is also clarified that, after
release of the American Depositary Receipts in accordance with the terms and conditions set forth therein,
the Depositary Bank shall be entitled to deliver to each holder of American Depositary Receipts anamount of money calculated by deducting from the amount the Depositary Bank received converted into
U.S. dollars the fees of the Depositary Bank and taxes, etc., in accordance with the number of American
24

Depositary Receipts owned by it. Based on the above, it is reasonable that the two-step acquisition
method with a tender offer is adopted as the acquisition method and that the purchase price will be in
cash.

(D) Whether the decision to implement the Transactions (including expressing opinion regarding the Tender
Offer) is disadvantageous to the minority shareholders of the Company
Considering that there is no problem with any of (A) to (C) above, it is found that implementation of theTransactions is not disadvantageous to the minority shareholders of the Company.

(E) Whether the Company’s Board of Directors should express its opinion in favor of the Tender Offer andrecommend that the Company’s shareholders tender their shares in the Tender Offer and that the holdersof the American Depositary Receipts receive delivery of ordinary shares of the Company concerning their
American Depositary Receipts in advance and tender their shares in the Tender Offer
Considering that there is no problem with any of (A) to (D) above, it is reasonable that the Company’s
Board of Directors express its opinion in favor of the Tender Offer at the time of announcement ofcommencement of the Tender Offer and recommend that the Company’s shareholders tender their sharesin the Tender Offer and recommend that the holders of the American Depositary Receipts deliver their
American Depositary Receipts to the Depositary Bank in advance and receive delivery of the Company
Shares concerning their American Depositary Receipts and tender the Company Shares in the Tender Offer.

On January 22, 2024, the Company received a notice from the Tender Offeror, Etc. that (i) the procedures andresponses required under the competition laws of China and the Foreign Exchange and Foreign Trade Law inJapan had been completed and the procedures and responses required under the competition laws of Japan isscheduled to be completed during the Tender Offer Period and (ii) subject to the fulfillment (or waiver by theTender Offeror) of the Tender Offer Conditions, the Tender Offer is scheduled to commence on January 30, 2024.
In response, the Company requested the Special Committee to consider whether the opinion in the Report
dated November 10, 2023 had changed, and to advise the Company's Board of Directors that if its previous
opinion had not changed, it should so state, and if it had changed, it should state its revised opinion. The Special
Committee has confirmed the facts regarding whether or not there have been any material changes incircumstances affecting the Transactions since November 10, 2023. The Special Committee has also examined
the Consultation Matters mentioned above by sending the Tender Offeror, Etc. a questionnaire describing
questions on matters such as the prospects they have on the consummation of the Tender Offer in light of thesituation where the market price of the Company Shares has remained at a level above the Tender Offer Priceand whether or not they intend to increase the Tender Offer Price and requesting them to give answers on suchquestions.
In this regard, the Special Committee has determined that the Tender Offer with a tender offer price of JPY
2,600 per share will continue to provide the minority shareholders of the Company with an opportunity to sell25

the Company Shares at a price with an appropriate premium in consideration of the fact that, although the market
price of the Company Shares after the announcement of the Transaction has remained at a level slightly higher
than the Tender Offer Price, it is estimated that the price was formed by the influence of various expectations
about the Transaction based on the existence of the Transaction such as the counterproposals which have notactually been made at present and the expectation that the Tender Offeror, Etc. will raise the Tender Offer Pricein order to consummate the Tender Offer as a result of the increase in the market share price, and the fact that nosubstantial changes have occurred in the business and performance of the Company in the medium to long term
regardless of such trend in share price and the fact that there has been no material change in other events relating
to the Company in comparison to the circumstances at the time of the announcement of the Tender Offer, andthe fact that the Tender Offer provides all minority shareholders with an opportunity to sell their shares outside
the market at the same price without being influenced by share prices or trading volume in the market, in addition
to the reason for judging that the appropriateness of the terms and conditions of the Transaction, including theTender Offer Price, is ensured from the perspective of protecting the interests of the minority shareholders of theCompany in the abovementioned Report dated November 10, 2023.
With regard to the calculation of the share value of the Company Shares, in light of the fact that the Company
and Daiwa Securities believe that, after considering the circumstances from November 10, 2023 to January 29,
2024, there were no significant changes to the facts underlying the assumptions that affect the validity of the
Share Value Report, the Special Committee determined that the Share Value Report remains valid and that there
is no need to change the content of the Report dated November 10, 2023 which are based on the results of the
Share Value Report.

After going through such review, the Special Committee confirmed that there were no circumstances that
required changes in the content of the Report dated November 10, 2023, taking into consideration thecircumstances since November10, 2023, until January 29, 2024, and on January 29, 2024, submitted the Report
dated January 29, 2024 to the Company’s Board of Directors to the effect that there is no change in the previous
opinion.

(II) Obtainment of Share Valuation Report from the Company's Independent Third-party Calculation Agent
In order to ensure fairness in the process of the decision-making for the Tender Offer Price offered by the Tender
Offeror, Etc., the Company requested Daiwa Securities, a financial advisor and a third-party calculation agent
independent of the Tender Offeror, Etc., to assess the valuation of the Company Shares and obtained the Share
Valuation Report from Daiwa Securities as of November 9, 2023. Daiwa Securities does not fall under the categoryof related party of the Company or the Tender Offeror, Etc. and does not have any material interests in theTransactions that should be described. The remuneration of Daiwa Securities for the Transactions includes acontingency fee to be paid on the condition such as that the Transactions are completed. Taking into consideration
general practice in similar transactions and the merits and demerits of the remuneration system that would impose
a reasonable monetary burden on the Company even if the Transactions are not consummated, the Company has
26determined that the inclusion of a contingency fee to be paid on the condition such as that the Transactions arecompleted does not negate the independence of Daiwa Securities and has appointed Daiwa Securities as theCompany's financial advisor and third-party calculation agent in accordance with the above remuneration system.
The Special Committee has also confirmed that Daiwa Securities has no problems with its independence.
After considering the calculation method for the Transactions, Daiwa Securities considered it appropriate toevaluate the value of Company Shares from multiple perspectives based on the assumption that the Company is agoing concern, and calculated the per-share value of Company Shares by using the market price method, because
Company Shares are listed on the Prime Market of the Tokyo Stock Exchange and a market price exists for them,the comparable multiple valuation method since there are several comparable listed companies that can becompared with the Company and it is possible to analogize the share value by comparing the market value ofcomparable listed companies, and the discounted cash flow (DCF) method, to reflect the future business activitiesof the Company in the calculation. The range of per share value of Company Shares calculated by Daiwa Securities
based on the above methodology is as follows:

Market price method

JPY 1,782 to JPY 1,841

Comparable multiple valuation method

JPY 1,487 to JPY 1,942

DCF method

JPY 2,121 to JPY 2,965

Under the market price method, the per share value of Company Shares was calculated to range from JPY 1,782
to JPY 1,841 based on the closing price of JPY 1,791.5 of Company Shares on the Prime Market of the Tokyo
Stock Exchange on the calculation base date of November 9, 2023, JPY 1,782 the simple average closing price ofCompany Shares for the last one month, JPY 1,826 for the last three months, and JPY 1,841 for the last six months,
with the calculation base date set at November 9, 2023.
Under the comparable multiple valuation method, a sum-of-the-parts analysis (“SoTP analysis”) was conducted
to evaluate the value of the Company Group's businesses by classifying them into the education business and thenursing care business. In the education business, Nagase Brothers Inc., Waseda Academy Co., Ltd., SPRIX Inc.,
Meiko Network Japan Co., Ltd., Step Ltd., Gakkyusha Co., Ltd., and Justsystems Corporation were selected aslisted companies engaged in relatively similar businesses. In the nursing care business, Solast Corporation, SaintCare Holding Corporation, and Charm Care Corporation were selected as listed companies engaged in relatively
similar businesses. It is understood that the business value of Company was calculated by adding up the businessvalue of each business using the multiple of EBITDA to business value for both the education business and thenursing care business, and the range of the per share value of Company Shares was calculated to be JPY 1,487 to
JPY 1,942.
Under the DCF method, the SoTP analysis was also conducted to evaluate the value of each financial projection
for the education business and the nursing care business. Based on the earnings forecasts and investment plans in
the Business Plan, the business value of each business was calculated by discounting the free cash flows that
Company is expected to generate after the third quarter of the fiscal year ending March 31, 2024 to present value
27

using a certain discount rate for each business. The business value of the Company was calculated by adding up
the business value of each business. Based on this calculation, the per share value of Company Shares ranges from
JPY 2,121 to JPY 2,965. The discount rates are 6.4% to 7.2% for the education business and 7.6% to 8.2% for thenursing care business. The perpetual growth method is used to calculate the going value for both the education andnursing care businesses, with perpetual growth rates ranging from -0.5% to 0.5% for the education business andfrom 0.0% to 1.0% for the nursing care business.
The Business Plan, which Daiwa Securities used for the DCF method analysis, includes fiscal years in which asignificant increase or decrease in profit is expected compared to the previous fiscal year. Specifically, free cash
flows are expected to be temporarily negative in the third and fourth quarters of the fiscal year ending March 31,
2024 due to seasonal fluctuations such as increase in inventories in the education business, but are expected to turn
positive in the fiscal year ending March 31, 2025. For the fiscal year ending March 31, 2026, the Company expects
an increase in operating income and free cash flows primarily due to an increase in corporate revenue of Udemy inthe education business, and an increase in operating income and free cash flows in the nursing care business due toan increase in the number of nursing care facility locations and recovery in occupancy rates as the effects of the
COVID subside. With respect to the value-enhancing measures assumed by the Tender Offeror, Etc. following thecompletion of the Transactions, the Company does not identify any matters that would allow a quantitative
assessment of the possibility of a material impact on the valuation at this time and, therefore, the Company does
not include such matters in the following financial projections Thus, the financial projections in the Business Plan
are not necessarily based on the assumption that the Tender Offer will be completed.
The Company's financial projections used in the DCF calculation are as follows. Since the facts set forth in the"Notice Concerning Revision of Consolidated Full-Year Earnings Forecasts" released by the Company on January
29, 2024 could not have been foreseen at the time the Tender Offer was announced, such revisions of the earnings
forecast has not been included in the Company's financial projections.
(In JPY million)
Education Business

Sales revenue

Year ending March 31,

Year ending March 31,

Year ending March 31,

2024 (six months)

2025

2026

146,567

295,483

316,705

Operating income

4,124

12,012

16,996

EBITDA

10,28623,731

28,643

Free cash flows△6,624

4,506

11,243(In JPY million)
Nursing Care BusinessYear ending March 31,

Year ending March 31,

Year ending March 31,

2024 (six months)

2025

2026

Sales revenue

73,321

152,721

164,789

Operating income

5,910

12,00015,000EBITDA

9,840

20,18823,90628

Free cash flows

4,042

3,258

7,502

The Company's Board of Directors believes that there have been no significant changes in the assumptions
affecting the validity of the Share Valuation Report in light of the circumstances from the meeting of the Company’s
Board of Directors held on November 10, 2023 to January 29, 2024, and based on the advice received from Daiwa
Securities and AMT, the Share Valuation Report remains valid.

(III) Advice from Independent Law Firm at the Company
In order to ensure the fairness and appropriateness in the decision-making process of the Company’s Board of
Directors regarding the Tender Offer, the Company has appointed AMT as its legal advisor independent of theCompany and the Tender Offeror, Etc., has received necessary legal advice regarding the method and process ofdecision-making by Company's Board of Directors, including the procedures for the Transactions, and other points
to be noted. AMT is not a related party of the Company or the Tender Offeror, Etc. and has no material interests in
the Transactions that should be described. The remuneration of AMT for the Transactions will be, regardless of thesuccess or failure of the Transactions, calculated by multiplying the working hours by the hourly rate for
performance of services, and does not include a contingency fee to be paid on the condition such that theTransactions are completed. The Special Committee has also confirmed that there are no problems with theindependence of AMT.

(IV) Approval of All Directors of the Company without Conflicts of Interest and Opinion of No Objection of All
Company Auditors without Conflicts of Interest
Taking into account the legal advice provided by AMT, the contents of the Share Valuation Report obtained from
Daiwa Securities as of November 9, 2023, and with the utmost respect for the contents of the Report dated
November 10, 2023 submitted from the Special Committee, the Company carefully discussed as to whether theCompany may enhance its corporate value through the Transactions and whether the Transactions implemented
through fair procedures ensure the benefits to be enjoyed by the minority shareholders.
Consequently, as stated in “1. Reasons for Share Consolidation”, the Company, at the meeting of its Board of
Directors held on November 10, 2023, expressed the Company’s opinion at that time in support of the Tender Offer
by unanimous vote of the Directors of the Company who participated in the deliberations and the resolution (7Directors of the Company (all 8 Directors of the Company except Mr. Hideaki Fukutake)), and resolved torecommend that the Company's shareholders tender their shares in the Tender Offer and the holders of the American
Depositary Receipts deliver their American Depositary Receipts to the Depositary Bank in advance and receive
delivery of the Company Shares concerning their American Depositary Receipts and tender the Company Sharesin the Tender Offer. All 4 company auditors of the Company were present at the said meeting of the Company’s
Board of Directors and all the company auditors who were present expressed their opinions that they have no
objection to the abovementioned resolution.
Accordingly, the Company also resolved at the above meeting that it will request the Special Committee
29

established by the Company to consider whether or not there has been any change to the Special Committee’s
opinion in the Report submitted to the Company’s Board of Directors as of November 10, 2023, and if there hasn't
been any change, that the Special Committee will make a statement to the Company’s Board of Directors to that
effect or, if any change has been made to its previous opinion, the Special Committee will state its opinion on theTender Offer again at the time of commencement of the Tender Offer.
On January 22, 2024, the Company received a notice from the Tender Offeror, Etc. that (i) the procedures andresponses required under the competition laws of Japan and China and the Foreign Exchange and Foreign Trade
Law in Japan had been completed and the procedures and responses required under the competition laws of Japanis scheduled to be completed during the Tender Offer Period and (ii) subject to the fulfillment (or waiver by theTender Offeror) of the Tender Offer Conditions, the Tender Offer is scheduled to commence on January 30, 2024.
In response, while respecting to the fullest extent the contents of the Report dated January 29, 2024 submitted
by the Special Committee, and in light of the Company's business conditions and the environment surrounding theTransactions, the Company has once again carefully considered the various terms and conditions of the Tender
Offer, and as of January 29, 2024, the Company has determined that there are no factors that would cause theCompany to change its opinion regarding the Tender Offer as of November 10, 2023.
At a meeting of the Company's Board of Directors held on January 29, 2024, the directors of the Company (7out of 8 directors in total, excluding Mr. Hideaki Fukutake) unanimously resolved to express its opinion in supportof the Tender Offer and to recommend that the shareholders of the Company tender their shares in the Tender Offer
and that the holders of the American Depositary Receipts tender their shares in the Tender Offer after having
delivered the American Depositary Receipts to the Depositary Banks in advance and having received delivery of
the Company Shares represented by the American Depositary Receipts.
At the abovementioned meeting of the Company’s Board of Directors, among the 8 Directors of the Company,
since Mr. Hideaki Fukutake is in a situation of structural conflict of interest with the Company in respect of theTransactions, and, in order to avoid the doubt of conflict of interest, he has not participated in the deliberations andresolution at the abovementioned meeting of the Company’s Board of Directors, nor has he participated in any
discussions or negotiations with the Tender Offeror, Etc. on the part of the Company in connection with theTransactions. Furthermore, Mr. Yoshinori Matsumoto, the Company’s company auditor, who serves on the boardof councilors of Fukutake Education and Culture Foundation has not participated in the deliberations andresolutions in connection with the Transactions at the meeting of the board of councilors of Fukutake Education
and Culture Foundation nor has he participated in any discussions or negotiations with the Tender Offeror, Etc. on
the part of a councilor of Fukutake Education and Culture Foundation.

(V) Measures to Ensure Opportunities for Purchases from Other Purchasers
It is understood that, although the Tender Offeror sets the Tender Offer Period of 23 business days, it considers
that opportunities are ensured for the general shareholders of the Company and the holders of the American
Depositary Receipts to appropriately judge whether or not to tender their Company Shares in the Tender Offer andfor any person other than the Tender Offeror to make a purchase, etc. of the Company Shares since there is a long30

period of time between the announcement of the scheduled commencement and actual commencement of theTender Offer. Further, it is understood that the Tender Offeror, Etc. have not made any agreement with the Company
that restricts the counterbidders from making contact with the Company such as an agreement including transaction
protection clauses that prohibit the Company from making contact with the counterbidders. Therefore, it isunderstood that the Tender Offeror, Etc. have given consideration to ensure the fairness of the Tender Offer by
ensuring opportunities to make a countervailing purchase, etc. together with the abovementioned period before thecommencement of Tender Offer.

(VI) Measures to Ensure that the Company’s Shareholders Have Opportunity to Make Appropriate Decision as toWhether to Tender Their Shares in the Tender Offer
The Tender Offeror will, (A) during the period of the Tender Offer, request the Company to hold an EGM that
includes in its agenda a proposal to conduct the Share Consolidation and, to partially amend the Articles ofIncorporation to abolish the provisions for the number of shares constituting one unit of shares subject to the Share
Consolidation becoming effective, and no method will be adopted that does not secure the right to request purchaseof shares or the right to request a price determination for the shareholders of the Company and the holders of theAmerican Depositary Receipts, and (B) the amount of money to be paid to the shareholders of the Company upon
the Share Consolidation will be calculated so that it will be equal to the Tender Offer Price multiplied by the numberof Company Shares owned by each such shareholder. Therefore, it is understood that, the Tender Offeror gives
consideration so that there will be no coerciveness by ensuring opportunities for the shareholders of the Company
and the holders of the American Depositary Receipts to make appropriate decision as to whether to tender theirshares in the Tender Offer.

4. Details of Disposal of Any Important Asset, Assumption of a Material Obligation, or Any Other Event Which Would
Have a Material Impact on the Status of Company Assets That Have Taken Place Regarding the Company Afterthe Last Day of the Most Recent Fiscal Year
(1) The Tender Offer
As stated in “1. Reasons for Share Consolidation” above, the Tender Offeror implemented the Tender Offer
during the Tender Offer Period from January 30, 2024 to March 4, 2024. As a result, the Tender Offeror owns
67,738,016 Company Shares (Ownership ratio of voting rights: 70.21%) as of March 12, 2024, the settlement
commencement date of the Tender Offer.
(2) Cancellation of Treasury Shares
The Company has decided, by a resolution of the Company’s Board of Directors dated March 27, 2024, to cancel
6,201,745 treasury shares of the Company (The total number of treasury shares owned by the Company as of March 22,2024, which is 6,167,055 shares, plus 34,690 shares with restriction on transfer that the Company will acquire without
consideration as treasury shares) effective May 20, 2024. The cancellation of treasury shares is subject to the approval andresolution at the EGM of the Share Consolidation as originally proposed, and the total number of issued shares of theCompany after the cancellation will be 96,446,384 shares.

31

Proposal 2: Partial Amendment of the Articles of Incorporation

1. Reasons for Amendment(1)

If Proposal 1 is approved as proposed and the Share Consolidation takes effect, the total number of authorized sharesof Company Shares will be reduced to 24 shares in accordance with the provisions of Article 182, Paragraph 2 of theCompanies Act. To clarify this point, the provisions regarding the total number of authorized shares in “Article 6. Total
Number of Authorized Shares to Be Issued” of the Articles of Incorporation are to be amended on the condition that
the Share Consolidation takes effect.

(2)

If Proposal 1 is approved as proposed and the Share Consolidation takes effect, the total number of issued shares of theCompany will be 6 shares, and there will be no need to determine the trading unit of shares. Therefore, subject to the
Share Consolidation taking effect, the entire text of “Article 7. Trading Unit”, “Article 8. Limitation of Rights regarding
Shares Constituting Less Than One Trading Unit”, and “Article 9. Requests for Additional Purchase of Shares
Constituting Less Than One Trading Unit” of the Articles of Incorporation will be deleted in order to abolish the current
provision of 100 shares per trading unit, and the number of articles to be amended is to be carried forward in accordancewith these changes.

(3)

If Proposal 1 is approved as proposed, upon the Share Consolidation, the Company Shares will be delisted and theTender Offeror and Minamigata Holdings will be the only shareholders of the Company, and the provisions regarding
the record date of the AGM and the electronic provision system for the AGM materials will no longer be necessary.
Therefore, subject to the Share Consolidation taking effect, the entire text of “Article 13. Record Date of Ordinary
General Shareholders' Meetings” and “Article 15. Electronic Provision Measure, etc.” will be deleted, and the numberof articles to be amended is to be carried forward in accordance with these changes.

2. Details of Amendment
The details of the amendment are as follows. The amendments to the Articles of Incorporation pertaining to this proposal
will become effective on May 21, 2024, the effective date of the Share Consolidation, on the condition that Proposal 1 isapproved as proposed at this Extraordinary General Meeting of Shareholders and the Share Consolidation takes effect.

(Changes are underlined)
Existing Text

Proposed Amendment

Article 6. Total Number of Authorized Shares to Be

Article 6. Total Number of Authorized Shares to Be

IssuedIssuedThe total number of authorized shares to be issued by the

The total number of authorized shares to be issued by the

Corporation shall be four hundred five million two

Corporation shall be twenty-four (24).

hundred eighty-two thousand forty (405,282,040).

Article 7. Trading Unit

[Delete]32

The trading unit of the Corporation shall be one hundred(100) shares.

Article 8. Limitation of Rights regarding Shares[Delete]Constituting Less Than One Trading Unit

Shareholders of the Corporation may not exercise rights
other than the following with respect to theirshareholdings constituting less than one trading unit:(1) The rights listed in the items of Paragraph 2 ofArticle 189 of the Companies Act;
(2) The right to request redemption of shares with put
option;(3) The right to receive allotment of shares forsubscription and allotment of stock acquisitionrights for subscription in accordance with thenumber of shares held; and(4) The right to make requests provided in Article 9.

Article 9. Requests for Additional Purchase of Shares[Delete]Constituting Less Than One Trading Unit

1 A shareholder of the Corporation may request the
Corporation to sell to it the number of shares needed tomake its shares constituting less than one trading unit
into a trading unit (hereinafter called “Requests for
Additional Purchase”); provided, however, that this shallnot apply in the case that the Corporation does not holdown shares in the number requested.
2 The timing when Requests for Additional Purchase canbe made and the method for making them shall begoverned by the Share Handling Regulations adopted by
the Board of Directors of the Corporation.

Article 10. －Article 12. (The text of the Articles is

Article 7. – Article 9. (The text of the Articles remains

omitted.)unchanged.)33

Article 13. Record Date of Ordinary General[Delete]Shareholders' Meetings

The record date for voting rights at the ordinary generalshareholders' meeting of the Corporation shall be March
31 of each year.

Article 14. (The text of the Article is omitted.)

Article 10. (The text of the Article remains unchanged.)

Article 15. Electronic Provision Measure, etc.

[Delete]1 When convening the general shareholders' meeting, theCorporation shall take an electronic provision measure
for information that constitutes the contents of reference
documents related to the general shareholders' meetings.
2 Among matters for which electronic provision
measures will be taken, the Corporation may exclude allor part of the matters as set forth in the Ordinance of the
Ministry of Justice from written documents to bedelivered to shareholders who submit to the Corporationa request for the delivery of written documents by therecord date for voting rights.

Article 16. －Article 34. (The text of the Articles is

Article 11. – Article 29. (The text of the Articles remains

omitted.)unchanged.)End34