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

June 5, 2015

To Shareholders:
Eikoh Harada
Representative Director, Chairman andCEO

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

Notice of Convocation of theOrdinary General Shareholders’ Meeting for the 61st Period
You are cordially invited to attend the Ordinary General Shareholders’ Meeting for the 61st period tobe held as described below.
If you are unable to attend the meeting, it would be appreciated if you would exercise yourvoting rights by one of the following methods after reviewing the enclosed reference materials.
Exercise of voting rights by postal mailPlease indicate your approval or disapproval of each proposal on the enclosed Voting Rights
Exercise Form and return your completed form to us by 5:00 p.m. on Friday, June 26, 2015 (JST).
Exercise of voting rights via the Internet
Please access the website for exercising voting rights (http://www.evote.jp/ [in Japanese only]), use
the “Login ID” and “Temporary Password” shown on the enclosed Voting Rights Exercise Form,and then indicate your approval or disapproval of each proposal by following the instructions on thescreen. Internet voting must be completed by 5:00 p.m. on Friday, June 26, 2015 (JST).
1. Date and Time:

June 27, 2015 (Saturday), 1:30 p.m. (The reception desk will open at 12:30
p.m.)

2. Venue:

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

3. Meeting Agenda
Reports:
1. Report on the business report, consolidated financial statements, and financial statements forthe 61st period (April 1, 2014 to March 31, 2015)
2. Report on the audit results of the consolidated financial statements for the 61st period by the
Independent Auditors and the Audit & Supervisory Board
Resolutions:
Proposal 1: Partial Amendment to the Articles of Incorporation
Proposal 2: Election of Eight Directors
Proposal 3: Election of Four Audit & Supervisory Board Members-1-

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

Proposal 4: Amount of and Decisions regarding Stock Option Remuneration for Directors
4. Exercise of Voting Rights
Please refer to the following page.

-2-

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

Reference Materials for the General Shareholders’ Meeting
Proposals and reference matters
Proposal 1: Partial Amendment to the Articles of Incorporation
1. Reasons for the Amendments(1) To better describe the scope of the Company’s business activities, the required
amendments will be made to Article 2 (Purpose) of the existing Articles of Incorporation.
(2) Under the Act for Partial Revision of the Companies Act (Act No. 90 of 2014) whichcame into effect on May 1, 2015, the scope of company officers with whom the Company
may enter into a liability limitation agreement was changed. The Company may now enter
into a liability limitation agreement with directors who are not executive directors and withaudit & supervisory board members who are not outside audit & supervisory board members.
So that such directors and audit & supervisory board members can fully perform the roles
expected of them, the required amendments will be made to Article 24 (Limitation of
Liabilities of Directors) and Article 30 (Limitation of Liabilities of Audit & Supervisory
Board Members) of the existing Articles of Incorporation. The Company has received theapproval of each audit & supervisory board member regarding the amendments to Article 30of the existing Articles of Incorporation.
2. The Amendments
The amendments to the existing Articles of Incorporation are as follows:(amended sections underlined)

Relevant Segments ofExisting Articles of Incorporation

Proposed Amendments

Article 2. Purpose
Article 2. Purpose
The purpose of the Corporation shall be to engage in The purpose of the Corporation shall be to engage inthe following business activities and to control andthe following business activities and to control andmanage the business activities conducted bymanage the business activities conducted bycompanies (including foreign companies),
companies (including foreign companies),
partnerships (including entities overseas that are
partnerships (including entities overseas that areequivalent to partnerships), and other similar business equivalent to partnerships), and other similar business
entities that engage in the following business
entities that engage in the following businessactivities, by holding shares or equity in suchactivities, by holding shares or equity in suchcompanies:
companies:[omitted][unchanged](20) Planning, production, sale, rental, import,(20) Planning, shooting, production, sale, rental,
export, and distribution of visual and audio works,
import, export, and distribution of photographic,
etc. and event promotion related to such works;
visual, and audio works, etc. and event promotion[omitted]related to such works;[unchanged]
Article 24. Limitation of Liabilities of Directors
Article 24. Limitation of Liabilities of Directors[omitted][unchanged]
2. Based on Paragraph 1 of Article 427 of the
2. Based on Paragraph 1 of Article 427 of theCompanies Act, the Corporation may enter into a
Companies Act, the Corporation may enter into aliability limitation agreement with outside directors, liability limitation agreement with directors (excludingwhich shall limit the maximum amount of theirthose who are executive directors, etc.), which shallliabilities for failure to perform duties to the higher of limit the maximum amount of their liabilities for
either a sum prescribed in advance that is equal to or failure to perform duties to the higher of either a sum
in excess of ten million yen (10,000,000 yen) or the prescribed in advance that is equal to or in excess of-3-

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

sum prescribed by law.

ten million yen (10,000,000 yen) or the sum
prescribed by law.

Article 30. Limitation of Liabilities of Audit &Supervisory Board Members[omitted]
2. Based on Paragraph 1 of Article 427 of theCompanies Act, the Corporation may enter into aliability limitation agreement with outside audit &supervisory board members, which shall limit the
maximum amount of their liabilities for failure to
perform duties to the higher of either a sum
prescribed in advance that is equal to or in excess often million yen (10,000,000 yen) or the sum
prescribed by law.

Article 30. Limitation of Liabilities of Audit &Supervisory Board Members[unchanged]
2. Based on Paragraph 1 of Article 427 of theCompanies Act, the Corporation may enter into aliability limitation agreement with audit & supervisoryboard members, which shall limit the maximum
amount of their liabilities for failure to perform duties
to the higher of either a sum prescribed in advance thatis equal to or in excess of ten million yen (10,000,000yen) or the sum prescribed by law.

Proposal 2: Election of Eight Directors
All directors (eight) will complete their terms as of the end of this general shareholders’ meeting.
The proposal therefore is to elect eight directors, including five outside directors.
The candidates for director are as follows:-4-

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

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1972

1

Eikoh Harada(Dec. 3, 1948)

Joined National Cash Register Company
Japan, Ltd. (currently NCR Japan, Ltd.)
Nov. 1980 Joined Yokogawa Hewlett-Packard Co., Ltd.
Jan. 1983 Board Member of Schlumberger Group
Aug. 1990 Director of Marketing Department of AppleJapan, Inc.
Oct. 1994 Board Member of Apple Japan, Inc.
June 1996 Vice President of Apple Computer, Inc.
(USA)
Apr. 1997 Representative Board and General Manager
of Apple Japan, Inc.
Feb. 2004 Vice Chairman and CEO, Representative
Director of McDonald’s Company (Japan),
Ltd.
Mar. 2004 Vice Chairman and CEO, Representative
Director of McDonald’s Holdings Company(Japan), Ltd.
May 2004 Vice Chairman, President and CEO,
Representative Director of McDonald’sCompany (Japan), Ltd. and Vice Chairman,
President and CEO, Representative Directorof McDonald’s Holdings Company (Japan),
Ltd.
Mar. 2005 Chairman, President and CEO,
Representative Director of McDonald’sCompany (Japan), Ltd. and Chairman,
President and CEO, Representative Directorof McDonald’s Holdings Company (Japan),
Ltd.
June 2013 Director of the Company
Mar. 2014 Chairman, Director of McDonald’s Company(Japan), Ltd. and Chairman, Director of
McDonald’s Holdings Company (Japan), Ltd.
June 2014 Representative Director, Chairman and CEOof the Company
Oct. 2014 Representative Director, Chairman, CEO andHead of Domestic Education Company of theCompany and Representative Director
and CEO of Benesse Corporation(current)

No. ofCompany
shares owned-5-1,300 shares

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

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)(Other current key positions)Representative Director and CEO of Benesse Corporation

Vice Chairman of the Board, Benesse Foundation forChildren
Director of SONY CORPORATION-6-

No. ofCompany
shares owned

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

No.

Name
(Date of birth)

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

Apr. 2002

June 2003

Apr. 2004

June 20042

Kenichi
Fukuhara(Apr. 19, 1951)

June 2005

June 2006

Apr. 2007
June 2007

Apr. 2008

Jan. 2009

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

-7-

No. ofCompany
shares owned

9,800 shares

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

No.

Name
(Date of birth)

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

June 2011

Apr. 2014
Oct. 2014

Apr. 2015

Representative Director, Executive Vice
President, and Chief Financial Officer (CFO)of the Company and Representative Director
and Chairman of Telemarketing Japan, Inc.
Representative Director, Executive Vice
President, and CFO of the Company andDirector and Chairman of Telemarketing
Japan, Inc.
Representative Director, Executive Vice
President, and CFO of the Company
Representative Director, Executive Vice
President, Chief Administrative Officer(CAO), and CFO of the Company
Representative Director, Executive Vice
President, and CAO of the Company (current)(Other current key positions)
Vice Chairman of the Board, Fukutake Foundation-8-

No. ofCompany
shares owned

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

No.

Name
(Date of birth)

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

3

Hitoshi
Kobayashi(Sept. 25, 1960)

June 2007
June 2012
July 2013
Apr. 2014
June 2014

Joined the Company
Director of Benesse Care Corporation
Representative Director and President ofBenesse MCM Corp.
Director of Benesse Style Care Co., Ltd.
Senior Executive Director of Benesse Style
Care Co., Ltd.
Representative Director and President ofBenesse Style Care Co., Ltd.
Group Executive of the Company
Director of the Company
Director of Corporate Planning Division of
the Company
Managing Director of Corporate Planning
Division of the Company
Managing Director of Corporate Planning
Division of the Company and
Representative Director and President ofBenesse Corporation

Oct. 2014

Managing Director and Head of Overseas
Business Development Company of theCompany (current)(Other current key positions)
None

-9-

No. ofCompany
shares owned

2,100 shares

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

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1998
Dec. 2001
Oct. 2006

Daisuke Iwase(Mar. 17, 1976)
4*Candidate foroutside director

Feb. 2009

June 2013
June 2013

Joined The Boston Consulting Group
Joined Ripplewood Japan
Executive Vice President of Net Life
Planning Co., Ltd. (currently LIFENET
INSURANCE COMPANY)
Representative Director, Executive Vice
President of LIFENET INSURANCECOMPANY
Director of the Company (current)
Representative Director, President & COO,
Executive Officer of LIFENET
INSURANCE COMPANY (current)

No. ofCompany
shares owned

700 shares(Other current key positions)Representative Director, President & COO, Executive
Officer of LIFENET INSURANCE COMPANY
Reason for Election and Time in Office for the Outside Director Candidate
The Company plans to have Daisuke Iwase apply his international experience and considerable
experience and expertise in business startup, corporate management, and management strategy
formulation in the management of the Company. As of the end of this general shareholders’ meeting,he has served as outside director for two years.

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

No.

Name
(Date of birth)

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

Shinjiro Iwata(June 6, 1948)
5

Apr. 2011
Apr. 2013*Candidate foroutside director
June 2014

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

No. ofCompany
shares owned

200 shares(Other current key positions)Representative Executive Officer, Executive Vice President
and Executive Officer, Hitachi, Ltd.
Director of Hitachi Transport System, Ltd.
Reason for Election and Time in Office for the Outside Director Candidate
The Company plans to have Shinjiro Iwata apply his international experience and considerable
experience and expertise in corporate management and the information and telecommunications fieldin the management of the Company. As of the end of this general shareholders’ meeting, he hasserved as outside director for one year.

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

No.

Name
(Date of birth)

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

Joined NTT Public Corporation

June 2001

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

June 2004
June 2005

6

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

June 2008

June 2012

June 2014
June 2014

No. ofCompany
shares owned

200 shares(Other current key positions)Chief Strategic Advisor of DOCOMO CS, Inc.
Reason for Election and Time in Office for the Outside Director Candidate
The Company plans to have Kiyoyuki Tsujimura apply his international experience and considerable
experience and expertise in corporate management and the information and telecommunications fieldin the management of the Company. As of the end of this general shareholders’ meeting, he hasserved as outside director for one year.

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

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 2000
Feb. 2006
Apr. 2007
Feb. 2009
June 20097

Hideaki
Fukutake(May 14, 1977)

June 2009

Dec. 2012*Candidate foroutside director

Apr. 2013
June 2013
June 2014

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

No. ofCompany
shares owned

0 shares
Note 1(3)(Other current key positions)
Vice Chairman of the Board, Fukutake Foundation
Director of efu Investment Limited

Reason for Election and Time in Office for the Outside Director Candidate
The Company plans to have Hideaki Fukutake apply his experience as an outside director of a key
Group subsidiary and his views from a shareholder’s perspective in the management of the Company.
As of the end of this general shareholders’ meeting, he has served as outside director for one year.

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

No.

Name
(Date of birth)

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

Ryuji Yasuda(Apr. 28, 1946)
8*New candidatefor outside
director

Apr. 2015

Joined McKinsey & Company
Director of McKinsey & Company
Managing Director and Chairman of A.T.
Kearney, Asia
Chairman of J-Will Partners Co., Ltd.
Professor at the Graduate School ofInternational Corporate Strategy at
Hitotsubashi University
Adjunct Professor at the Graduate School ofInternational Corporate Strategy at
Hitotsubashi University

No. ofCompany
shares owned

0 shares(Other current key positions)
Adjunct Professor at the Graduate School of International
Corporate Strategy at Hitotsubashi University
Director of Daiwa Securities Group Inc.
Director of Fukuoka Financial Group, Inc.
Director of Yakult Honsha Co., Ltd.
Director of ORIX Corporation

Reason for Election for the Outside Director Candidate
The Company plans to have Ryuji Yasuda apply his experience as a consultant and university
professor, his broad international experience, and his vast specialized expertise in corporate
management and corporate strategy formulation in the management of the Group.

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

Notes:
1. (1) Eikoh Harada, a candidate for director, is vice chairman of the board of the Benesse
Foundation for Children. The Company donates to the Fund.
(2) Kenichi Fukuhara, a candidate for director, and Hideaki Fukutake, another candidate fordirector, are vice chairmen of the board of the Fukutake Foundation. The Company has dealings
with the Fukutake Foundation, including those related to the operation of museums and theleasing of real estate.
(3) efu Investment Limited, an asset management and investment corporation of which Hideaki
Fukutake, a candidate for director, is representative, holds 1,049,000 shares of the Company andhas placed 13,618,000 shares of the Company as trust assets with the Master Trust Bank of Japan,
Ltd.
2. No other candidate for director has any special interest in the Company.
3. The Company has designated Daisuke Iwase, Shinjiro Iwata, and Kiyoyuki Tsujimura—each acandidate for director—as independent directors based on the regulations of the Tokyo Stock
Exchange, and has notified the exchange of the same. The Company has no monetary dealings
with any of these three men other than remuneration for their work as outside director, and noneof these three candidates has special interest ties with any of the executives of the Company. The
Company also plans to designate Ryuji Yasuda, a candidate for director, as an independent
director and to notify the above exchange of the same. The Company has no monetary dealings
with Ryuji Yasuda, and he has no special interest ties with any of the executives of the Company.
4. Hideaki Fukutake, a candidate for director, is currently executive officer of Berlitz Corporation, a
subsidiary of the Company, and in the past was nonexecutive officer of Benesse Corporation, a
subsidiary of the Company.
5. The Company has formed agreements with Outside Directors Daisuke Iwase, Shinjiro Iwata,
Kiyoyuki Tsujimura, and Hideaki Fukutake limiting liability for damages provided in Paragraph
1 of Article 423 of the Companies Act. Based on the said agreements, in the case that suchoutside director has been in good faith and without gross negligence in performing his duties, thelimit for liability for damages is the higher of the following: 10 million yen or the minimum
liability amount provided in Paragraph 1 of Article 425 of the Companies Act. The Company
plans to form the same agreements with Ryuji Yasuda if he is elected as outside director.

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

Proposal 3: Election of Four Audit & Supervisory Board Members
All audit & supervisory board members (four) will complete their terms as of the end of this generalshareholders’ meeting. The proposal is therefore to elect four audit & supervisory board members,
including two outside audit & supervisory board members.
This proposal has been approved by the Audit & Supervisory Board.
The candidates for audit & supervisory board members are as follows:- 16 -DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1977
Apr. 1991
Jan. 1998
Apr. 2001
Jan. 2003
Apr. 2003

Aug. 2003

1

YoshinoriMatsumoto(July 18,1954)

Feb. 2005

Apr. 2007

May 2008

June 2008

Joined DAIO PAPER CORPORATION
Joined the Company
Manager of the General Affairs Department of theCompany
Manager of the Operations Management Office of
the Company
Manager of the Human Resources Department of
the Company
Corporate Executive Vice President and General
Manager of the Personnel & General Affairs
Division of the Company
Corporate Executive Vice President, General
Manager of the Personnel & General Affairs
Division and Legal & Compliance Department of
the Company
Corporate Executive Vice President, General
Manager of the Personnel & General Affairs
Division and Legal & Compliance Department of
the Company, and President, Representative
Director of Benesse Business-mate, Inc.
Corporate Executive Vice President and General
Manager of the Executive Office, Headquarters
Staff Coordination, General Affairs Department andNaoshima Department of the Company
Corporate Executive Vice President and General
Manager of the General Affairs Division of theCompany
Standing Audit & Supervisory Board Member of theCompany (current)(Other current key positions)None- 17 -

No. ofCompany
shares owned

1,100 shares

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

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Mar. 1981
Apr. 1990
Apr. 1991
Apr. 1995

2

Kimie Sakuragi(September 6,
1958)

Nov. 1998
Jan. 2003
June 2003

Joined the Company
Section Chief of Junior High School
Correspondence Courses Division of the Company
Chief of Advertisement Section in the Publishing
Division of the Company
Supervisor of Book Businesses in the Publishing
Division of the Company
Chief of Business Ethics and Compliance Office of
the Company
Manager of Business Ethics and Compliance Officeof the Company
Standing Audit & Supervisory Board Member of theCompany (current)(Other current key positions)None- 18 -

No. ofCompany
shares owned

1,500 shares

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

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1973
Apr. 1976

3

Tomoji Wada
(June 27,
1947)

Apr. 1978
Jan. 1980
Apr. 1990
Apr. 2002*Candidate foroutside audit &supervisoryboard member

June 2003

Assistant judge of the Tokyo District Court
Assistant judge of the Kure Branch, Hiroshima
District and Family Court
Assistant judge of the Osaka District Court
Enrolled as a Lawyer (current)
Vice-Chairman of the Okayama Bar Association
Chairman of the Okayama Bar Association,
Managing Director of Japan Federation of Bar
Association
Audit & Supervisory Board Member of theCompany (current)

No. ofCompany
shares owned

0 shares(Other current key positions)
LawyerReason for Election and Time in Officefor the Outside Audit & Supervisory Board Member Candidate
The Company plans to have Tomoji Wada apply his vast specialized expertise in corporate legal
affairs as a lawyer in the auditing of the Company. Tomoji Wada has not been involved in corporate
management in the past in any way other than serving as an outside audit & supervisory board
member, but he has vast specialized expertise in corporate legal affairs as a lawyer. Thus, he isdeemed to be able to properly perform the duties of an outside audit & supervisory board member.
As of the end of this general shareholders’ meeting, he has served as outside audit & supervisoryboard member for 12 years.

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

No.

Name
(Date of birth)

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

Eiichi Izumo(January 2,
1973)
4

*New
candidate foroutside audit &supervisoryboard member

Apr. 1998
July 2010
Feb. 2015

Joined Tohmatsu & Co. (currently Deloitte
Touche Tohmatsu LLC)
Enrolled as a certified public accountant(current)
Partner at Deloitte Touche Tohmatsu LLC
Representative of Izumo CPA Office(current)

No. ofCompany
shares owned

100 shares(Other current key positions)Certified public accountant

Reason for Election for the Outside Audit & Supervisory Board Member Candidate
The Company plans to have Eiichi Izumo apply his specialized expertise as a certified public
accountant and his experience with a variety of companies through his auditing and consulting work.
He has not been involved in corporate management in the past, but he has specialized expertise as acertified public accountant. Thus, he is deemed to be able to properly perform the duties of an
outside audit & supervisory board member.

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

Notes:
1. No candidate for audit & supervisory board member has any special interest in the Company.
2. The Company has designated Tomoji Wada, a candidate for audit & supervisory board member,as an independent director based on the regulations of the Tokyo Stock Exchange, and has
notified the exchange of the same. The Company has no monetary dealings with Tomoji Wada
other than remuneration for his work as outside audit & supervisory board member, and he has
no special interest ties with any of the executives of the Company.
3. At Benesse Corporation—a Company subsidiary where Tomoji Wada, a candidate for audit &supervisory board member, serves as outside audit & supervisory board member—customers’
personal data was leaked, and in September 2014 Benesse Corporation was ordered by the
Ministry of Economy, Trade and Industry to take measures to prevent recurrence. Mr. Wada was
not involved in the leakage of customers’ personal data and in the usual course of his duties hefocuses on conducting audits to prevent any misconduct. Since the incident, he has been fulfilling
his duties, including conducting audits and expressing opinions to prevent recurrence.
4. The Company has formed an agreement with outside audit & supervisory board member Tomoji
Wada limiting liability for damages provided in Paragraph 1 of Article 423 of the Companies Act.
Based on the said agreement, in the case that such outside audit & supervisory board member has
been in good faith and without gross negligence in performing his duties, the limit for liability fordamages is the higher of the following: 10 million (10,000,000) yen or the minimum liability
amount provided in Paragraph 1 of Article 425 of the Companies Act. The Company plans toform the same agreements with Eiichi Izumo if he is elected as outside audit & supervisory board
member. If Proposal 1 is approved as proposed, the Company plans to form the same agreementswith Yoshinori Matsumoto and Kimie Sakuragi.

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

Proposal 4: Amount of and Decisions regarding Stock Option Remuneration for Directors
1. Reason for the Proposal and Reason Why the Remuneration Is Considered Reasonable
The amount of remuneration paid to Company directors was revised to within 500 million yen(including 60 million yen for outside directors) per year at the Ordinary General Shareholders’Meeting for the 60th Period held on June 21, 2014. At the Ordinary General Shareholders’Meeting for the 54th Period held on June 22, 2008, stock acquisition rights granted asremuneration to Company directors was designated as separate from the above monetary
remuneration and revised to up to 250 million yen (including 100 million yen for outside
directors) per year. The proposal is to discontinue the remuneration system under which theamount of stock acquisition rights granted is limited to 250 million yen per year and instead to
grant stock acquisition rights up to 70 million yen per year as stock option remuneration toCompany directors (excluding outside directors; hereinafter the same in this proposal) and todesignate it as part of the abovementioned 500 million yen per year remuneration.
The Company has not newly granted stock options under the Company’s current remuneration
system to Company directors since 2009. The proposal is to recommence the issuance of stockacquisition rights as stock options, with the aim of further raising Company directors’ morale andmotivation to improve the Company’s performance and with the aim of contributing to theenhancement of the Company’s medium- to long-term shareholder value by linking theimprovement of the Company’s performance to the benefits received by Company directors.
The proposal is to disburse remuneration in the same amount as the amount to be paid in forstock acquisition rights to directors allotted rights and the said directors will then acquire thestock acquisition rights by offsetting the right to demand remuneration with the paid-in amountfor stock acquisition rights.
The amount of remuneration as stock options will be the amount obtained by multiplying the fairvalue of one stock acquisition right calculated on the day of the allotment of the stock acquisitionrights by the total number of stock acquisition rights to be allotted.
The amount of the said remuneration will be decided based on such criteria as annualcompensation and years of service of the individual director at the Company. In light of the factthat the stock acquisition rights are to be issued at fair value and in light of the method of
deciding the remuneration amount to be offset, the Company thinks that the stock option
remuneration is reasonable.

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

There are currently three directors to whom this proposed system would be applicable, and if
Proposal 2 (Election of Eight Directors) is passed as proposed, the Company will have three
directors to whom this proposed system would be applicable going forward.
2. Amount of Stock Acquisition Rights as Remuneration
The maximum amount of stock acquisition rights granted to Company directors as stock option
remuneration shall be 70 million yen per year.
3. Details of the Stock Acquisition Rights as Remuneration(1) Class and Number of Shares Subject to Stock Acquisition Rights
The class of shares subject to stock acquisition rights shall be the Company’s common shares,
and the number of shares per stock acquisition right (“Number of Granted Shares”) shall be
100.
However, if the Company carries out a stock split (including gratis allotment of its common
stock; hereinafter the same for any reference to stock splits) or a reverse stock split withrespect to its common shares after the resolution date for this Proposal (“Resolution Date”),
the Number of Granted Shares will be adjusted using the formula below.
This adjustment of the stock acquisition rights shall be made only to the Number of Granted
Shares for the stock acquisition rights that has not yet been exercised at the time of theadjustment. Any amount less than one share arising from the adjustment shall be rounded
down to the nearest whole number.
Number of Granted Shares after adjustment =Number of Granted Shares before adjustment X Stock split or reverse stock split ratio
In addition to the above, in the case of a merger, corporate split, or share exchange of theCompany, or in any other case similar thereto where an adjustment of the Number of Granted
Shares is required, in each case after the Resolution Date, the Company may adjust the
Number of Granted Shares to the extent deemed necessary by the Company’s Board of
Directors.
The maximum number of shares that may be issued through the exercise of stock acquisitionrights issued within one year from the day of the Company’s ordinary general shareholders’meeting for that fiscal year shall be 190,000 common shares of the Company. In the case that
the Number of Granted Shares is adjusted, the maximum number shall be the Number ofGranted Shares after the adjustment multiplied by the total number of stock acquisition rights- 23 -DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

stipulated below.
(2) Total Number of Stock Acquisition Rights
The maximum number of stock acquisition rights issued within one year from the day of theCompany’s ordinary general shareholders’ meeting for that fiscal year shall be 1,900.
(3) Amount to Be Paid In for Stock Acquisition Rights
The amount to be paid in per stock acquisition right (“Issue Price”) shall be the amountdetermined by the Company’s Board of Directors using, as a criteria, the fair value of one
stock acquisition right rationally calculated using a model for option price valuation at thetime of the allotment of the stock acquisition rights. Instead of paying in for the stockacquisition rights monetarily, directors allotted stock acquisition rights shall acquire the stockacquisition rights by offsetting the right to demand remuneration from the Company with thepaid-in amount for the stock acquisition rights.
(4) Amount of Assets to Be Contributed upon Exercise of the Stock Acquisition Rights
The amount of assets to be contributed upon exercise of each stock acquisition right shall be
the amount calculated by multiplying the amount to be paid in per share that may be received
through the exercise of the said stock acquisition right (“Exercise Price”) by the Number ofGranted Shares.
The Exercise Price shall be the higher of either the average of the daily closing prices of theCompany’s common share in regular trading on the Tokyo Stock Exchange during thecalendar month immediately preceding the month of the allotment day of the stockacquisition rights (excluding days on which no trading is reported) or the closing price on the
day of the allotment of the stock acquisition rights (if no trading is reported, the most recent
closing price prior to that day) multiplied by 1.05 (any amount less than one yen arising fromthe calculation is rounded up to the nearest yen).
If the Company carries out a stock split or reverse stock split after the day of allotment of thestock acquisition rights, the Exercise Price per share shall be adjusted using the following
formula, with any amount less than one yen arising from the adjustment rounded up to thenearest yen.
Exercise Price after adjustment =Exercise Price before adjustment X 1/ Stock split or reverse stock split ratio
The Company’s Board of Directors, which determines the subscription requirements for stock- 24 -DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

acquisition rights, may decide any adjustment to the Exercise Price other than the above.
(5) Period during Which the Stock Acquisition Rights May Be Exercised
The period during which Stock Acquisition Rights may be exercised shall be the period that is
set by the Company’s Board of Directors and that falls within five years from the day marking
two years since the day after the day of the allotment of the stock acquisition rights.
(6) Restriction on the Acquisition of Stock Acquisition Rights through Transfer
Any acquisition of stock acquisition rights through transfer shall require the approval of theBoard of Directors of the Company.
(7) Conditions for the Exercise of Stock Acquisition Rights
1) Stock acquisition rights holders may exercise the stock acquisition rights only if they are
in one of the following positions at the time of the exercise of those rights: a director,
audit & supervisory board member, executive officer, or employee of the Company or ofa Company subsidiary. However, this shall not apply in the case of resignation due toexpiration of term of office as a director, audit & supervisory board member, or
executive officer of the Company or of a Company subsidiary, in the case of retirement
at mandatory retirement age of an employee of the Company or of a Company subsidiary,
or in any other case deemed by the Company’s Board of Directors to be justifiablegrounds.
2) Other conditions for the exercise of stock acquisition rights shall be as prescribed in the
Stock Acquisition Rights Allotment Agreement concluded between the Company and thestock acquisition rights holders based on the resolution of the Company’s Board of
Directors.
(8) Other Details regarding Stock Acquisition Rights
Other details regarding the stock acquisition rights shall be decided by the Company’s Boardof Directors, which determines the subscription requirements for stock acquisition rights.

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