June 2, 2023

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 theOrdinary General Shareholders’ Meeting for the 69th Period
The Benesse Holdings Ordinary General Shareholders’ Meeting for the 69th period is to be held
as described below.
In convening this General Shareholders’ Meeting, measures for electronic provision of
information are implemented for the information contained in the reference materials, etc., for the
General Shareholders’ Meeting (“matters subject to the measures for electronic provision”).
Please check the matters subject to the measures for electronic provision, which are posted on thewebsite 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 Ordinary General
Shareholders’ Meeting for the 69th Period,” 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 the Company’s securities code (9783), select “Basic information” and “Documents for public
inspection/PR information” in that order, and inspect the information.
We ask that you please consider your attendance at the General Shareholders’ Meeting inperson after taking into account the prevalence of COVID-19 and your own physicalcondition as of the date of the meeting. Please note that in lieu of attending the meeting inperson, you may exercise your voting rights online or in writing (by postal mail) prior to themeeting. Please review the reference materials for the General Shareholders’ Meeting andexercise 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 us by 5:00 p.m. on Friday, June 23, 2023
(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, and then indicate your approval or disapproval of each proposal by following the
instructions on the screen. Internet voting must be completed by 5:00 p.m. on Friday, June 23,
2023 (JST).
1. Date and Time:

June 24, 2023 (Saturday), 1:30 p.m.

2. Venue:(The reception desk will open at 0:30 p.m.)
Head Office, Benesse Holdings, Inc.
3-7-17 Minamigata, Kita-ku, Okayama-shi, Okayama

3. Meeting Agenda
Reports:
1. Report on the business report, consolidated financial statements, and financial statements
for the 69th period (April 1, 2022 to March 31, 2023)
2. Report on the audit results of the consolidated financial statements for the 69th period by
the Independent Auditors and the Audit & Supervisory Board
Resolutions:
Proposal 1: Election of Eight Directors
Proposal 2: Election of Four Audit & Supervisory Board Members•

Parts of the reference materials for the General Shareholders’ Meeting and of the business
report will be sent together with this Notice of Convocation to shareholders who have notrequested delivery of paper-based documents.

•

In accordance with the relevant laws/regulations and Article 15 of the Company’s Articles
of Incorporation, the following matters are excluded from the paper-based documents
delivered to shareholders who have made a request for delivery of such documents.
Accordingly, such documents are part of the documents audited by the Audit &Supervisory Board Members and the Independent Auditors.
Business Report: “Status of Systems and Their Operation to Ensure Appropriate
Work Practices”
Consolidated Financial Statements: “Consolidated Statement of Changes in Equity”(consolidated) and “Notes to Consolidated Financial Statements” (consolidated)
Non-consolidated Financial Statements: “Statement of Changes in Equity” (nonconsolidated) and “Notes to Financial Statements” (non-consolidated)•

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.
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•

Response in the event of significant changes:
Any significant changes in the convening of the General Shareholders’ Meeting, including
matters related to live streaming, that may arise from a spread in COVID-19 infections orother unavoidable circumstances will be notified on the Company website(https://www.benesse-hd.co.jp/en/ir/). Please check the web page for the latest
information.

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Proposal 1: Election of Eight Directors
All directors (eight) will complete their terms as of the end of this general shareholders’ meeting.
The proposal is therefore to elect eight directors, including five non-executive directors (four ofwhom will be outside directors).
In order to ensure appropriate selection of candidates for director and transparency in theassociated decision-making process, the Company has established the Nomination andCompensation Committee as an advisory body to the Board of Directors. Outside directors
account for more than half the members, as well as the position of chair of this committee, which
deliberates on the selection of candidates for director.
Furthermore, to realize the Medium-Term Management Plan, the Company specifies from theperspectives described below, skills that the members of the Board of Directors should possess,in order to maintain and improve the functions of the Board of Directors, which conducts
discussions of high quality, makes important management decisions, and carries out oversight.
(1) The Company deems it essential that candidates for director have actual management
experience, and requires each candidate for director to have experience in corporate
management, in order to perform management supervisory functions even more
effectively.
(2) In order for the Board of Directors to perform its function, while keeping the customer’s(3)

perspective as the starting point of all the actions taken by the Company, the candidates
for director are required to have experience in B-to-C business, and in particular,
knowledge and experience in the education and nursing care businesses, which are thetwo pillars of the Company’s business, are required of the candidates for executive
director.
From a strategic point of view, emphasis is placed on global, digital, and financial skills,
in order to promote the use of digital technologies in business, new domain and overseas
development, and portfolio management, with the aim of realizing the Medium-Term
Management Plan.

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The candidates for director are as shown below.

No.

1
2
3

GenderRecord ofattendance at
PeriodBoard ofin officeDirectors
meetings during
69th period

ReappointmentMale

11years

100% (13/13)

ReappointmentMale

7 years

100% (13/13)

ReappointmentMale

1 year

100% (11/11)Male

9 years

100% (13/13)

Male

3 years

100% (13/13)

Female2 years

100% (13/13)

Male

2 years

92% (12/13)

Male

1 year

91% (10/11)

Name

Hitoshi
Kobayashi
ShinyaTakiyama
Kenji
Yamakawa

4

Hideaki
Fukutake

Reappointment

5

MutsuoIwai

Reappointment

6

YumikoNoda

Reappointment

7

Kohey
Takashima

Reappointment

8

MasaruOnishiReappointment

Candidate fornon-executive
director
Candidate foroutside director
Candidate forindependent
director
Candidate foroutside director
Candidate forindependent
director
Candidate foroutside director
Candidate forindependent
director
Candidate foroutside director
Candidate forindependent
director-5-

The table below summarizes the specialized knowledge and experience possessed by eachcandidate for director.
Leadership
Industry Expertise
StrategyNo.
Name
Corporate
Nursing B-to-C
Education
Global Digital FinanceManagement
Care
Business
Hitoshi
1●●●●●
Kobayashi
Shinya2●●●
Takiyama
Kenji
3
●
●
●
Yamakawa
Hideaki4●●
Fukutake
Mutsuo5●●●
Iwai
Yumiko
6
●
●
●
Noda
Kohey
7
●
●
●
●
Takashima
Masaru8●●●
Onishi

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No.

Name
(Date of birth)

Career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1985
Apr. 2000
Aug. 2002
Dec. 2003
Apr. 2007
June 2012
June 2014

May 2016

June 2016

1

Hitoshi
Kobayashi(Sep. 25, 1960)

Apr. 2020

June 2020

Apr. 2021
Apr. 2022

Joined the Company
Director of Benesse Care Corporation
Representative Director and President ofBenesse MCM Corporation
Director of Benesse Style Care Co., Ltd.
Representative Director and President ofBenesse Style Care Co., Ltd.
Director of the Company
Managing Director of the Company, andRepresentative Director and President ofBenesse Corporation
Representative Director and Executive Vice
President of the Company, andRepresentative Director and Executive Vice
President of Benesse Corporation
Representative Director and Executive Vice
President of the Company, andRepresentative Director and President ofBenesse Corporation (current)
Representative Director, Executive Vice
President, and Head of Out-of-school
Learning Business Company of the Company
Representative Director, Executive Vice
President, COO, and Head of Out-of-school
Learning Business Company of the Company
Representative Director and President, COO
of the Company
Representative Director and President, CEOof the Company (current)

No. ofCompany
shares owned

31,530 shares(Other current key positions)Representative Director and President of Benesse
Corporation(Current responsibilities)
Overall Group Management
Education and Lifestyle Domains
Reason for Election for the Director Candidate
Hitoshi Kobayashi has been involved in management of the Benesse Group as a director of theCompany since June 2012. As Representative Director and President, COO of the Company sinceApril 2021, he has built a proven track record in leading business reform. He also has experiencein management of major subsidiaries including Benesse Style Care Co., Ltd., and Benesse
Corporation, as well as a wealth of experience and knowledge in the education, lifestyle, nursing
care, and childcare domains.
As Representative Director and President, CEO of the Company and Representative Director and-7-

President of Benesse Corporation, he is currently exercising leadership in reforming theorganizational culture based on our corporate philosophy, and making advances in our corebusinesses and taking on challenges in new domains, as well as appropriately carrying out
supervision of the Group as a whole, with the aim of restoring business Group performance andachieving sustainable growth.
The Company therefore proposes him as a candidate for director, judging that he can be expected
to contribute to further enhancement of the Group’s corporate value.

No.

Name
(Date of birth)

Career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1996
Mar. 2003
July 2011
July 20132

ShinyaTakiyama(June 2, 1971)

Joined the Company
Director of Benesse Care Corporation
Director of Benesse Style Care Co., Ltd.
Representative Director and President ofBenesse Style Care Co., Ltd. (current)
Nov. 2014 Executive Officer of the Company and Headof Nursing Care and Childcare BusinessCompany (current)
June 2016 Director of the Company (current)
Apr. 2018 Corporate Executive Vice President of theCompany
Apr.2021 Group Executive Officer of the Company
Apr.2022 Senior Managing Executive Officer of theCompany (current)

No. ofCompany
sharesowned

10,354
shares(Other current key positions)Representative Director and President of Benesse Style
Care Co., Ltd.
(Current responsibilities)
Nursing Care and Childcare business fields
Reason for Election for the Director Candidate
Shinya Takiyama has a proven track record of involvement in the management of the Group as adirector of the Company since June 2016. In addition, he has experience of management at
Benesse Style Care Co., Ltd., as well as considerable experience and expertise in the nursing careand childcare business fields. As a Director and Senior Managing Executive Officer of theCompany, as well as Representative Director and President of Benesse Style Care Co., Ltd., heis currently leading efforts to steadily grow business and further enhance services of our nursing
care business, as well as appropriately carrying out supervision of the Group as a whole.
The Company therefore proposes him as a candidate for director, judging that he can be expected
to contribute to further enhancement of the Group’s corporate value.

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No.

Name
(Date of birth)

Career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1986
Apr. 2012
Jan. 2014
May 2016

June 2016
July 2017

Dec. 2017

Apr.2020
3

Kenji
Yamakawa(Feb. 6, 1964)
June 2020

Apr. 2021
Apr. 2022
June 2022
Apr. 2023

Joined the Company
Director of Benesse Corporation
Executive Vice President of Benesse
Corporation
Director of Tokyo Individualized Educational
Institute, Inc. (scheduled to retire in May
2023)
Director of Benesse Corporation
Corporate Executive Vice President of theCompany, President of Area and Classroom
Education Business Company, Director ofBenesse Corporation
Corporate Executive Vice President of theCompany, President of Area and Classroom
Education Business Company, Director ofBenesse Corporation, Representative Director
and President of Ochanomizu Seminar Co.,Ltd.
Corporate Executive Vice President of theCompany, President of School and Teacher
Support Business Company and Deputy
President of Out-of-school Learning BusinessCompany, Director of Benesse Corporation
Corporate Executive Vice President of theCompany, President of School and Teacher
Support Business Company and Deputy
President of Out-of-school Learning BusinessCompany, Executive Vice President ofBenesse Corporation (current)Group Executive Officer of the Company
Senior Managing Executive Officer of theCompany (current)
Director of the Company (current)
Executive General Manager of Area Business
Promotion of Benesse Corporation (current)

No. ofCompany
sharesowned

5,585
shares(Other current key positions)Executive Vice President of Benesse Corporation(Current responsibilities)
Education and Lifestyle Domains
Reason for Election for the Director Candidate
In addition to management experience as a director of a key subsidiary of the Group, Kenji
Yamakawa has considerable experience and knowledge as the person responsible for operationsin the school and teacher support business, and the cram school and classroom education businessfields. As Director and Senior Managing Executive Officer of the Company and Executive Vice
-9-

President of Benesse Corporation, he is currently leading efforts to steadily grow business andfurther enhance services of our educational business.
The Company therefore proposes him as a candidate for director, judging that he can be expected
to contribute to further enhancement of the Group’s corporate value.

No.

Name
(Date of birth)

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

Dec. 2012
Hideaki
Fukutake(May 14, 1977)
4*Candidate fornon-executive
director

Apr. 2013
June 2013
June 2014
Jan.2021

June 2021
Jan. 2023

Joined KEYENCE CORPORATION
Joined SMS CO., LTD.
Director of efu Investment Limited (current)
Vice Chairman of the Board, Naoshima
Fukutake Art Museum Foundation,
Vice Chairman of the Board, Fukutake
Foundation for the Promotion of Regional
CultureVice Chairman of the Board, Fukutake
Foundation
Director of Berlitz Corporation
Outside Director of Benesse Corporation,
Director of Berlitz Corporation
Outside Director of the Company,
Director of Berlitz Corporation
Outside Director of the Company,
Director of Berlitz Corporation,
Representative Director of Minamigata
Holdings Ltd. (current)
Non-executive director of the Company(current), Director of Berlitz Corporation
Chairman of the Board, Fukutake Foundation(current)

No. ofCompany
shares owned

0 shares
Note 1(2) (3)(Other current key positions)
Chairman of the Board, Fukutake Foundation
Director of efu Investment Limited
Representative Director of Minamigata Holdings Ltd.
Reason for Election for the Director Candidate
Hideaki Fukutake has appropriately supervised management as a director of the Company sinceJune 2014 (an outside director until June 2021 and a non-executive director since then) and as achairperson of the Board of Directors of the Company since June 2022, exercising the insights hebrings from his outside director roles at Benesse Corporation as well as global businessexperience and a shareholder perspective.
In the Board of Directors and the Nomination and Compensation Committee, he is using thisextensive experience and specialized knowledge to contribute to supervision of management for
medium- to long-term improvement of corporate value, as well as improvement of thetransparency of the decision-making processes regarding management of the Company. He alsosupervises management from a shareholder perspective and contributes to the sustainable growth- 10 -

of the Company by communicating founding principles from a director’s standpoint as a memberof the founding family.
The Company therefore proposes him as a candidate for director, judging that he can be expected
to contribute to further enhancement of the Group’s corporate value.

No.

Name
(Date of birth)

Career summary(Position and responsibilities at the Company
and other current key positions)Apr.1983
June 2006
June 2011
June 2013
Mar. 2016
Mar. 2020

5

Mutsuo Iwai
(Oct. 29, 1960)

June 2020*Candidate foroutside director
and independent
director

June 2021

Mar. 2022
Apr. 2023

Joined Japan Tobacco and Salt Public
Corporation
Member of the Board and Senior Vice
President of Japan Tobacco Inc.
Deputy CEO of JT International S.A.
Senior Vice President of Japan Tobacco Inc.
Representative Director and Executive Vice
President of Japan Tobacco Inc.
Deputy Chairperson of the Board of Japan
Tobacco Inc.
Deputy Chairperson of the Board of Japan
Tobacco Inc.
Outside Director of the Company (current)
Deputy Chairperson of the Board of Japan
Tobacco Inc.
Outside Director of TDK Corporation.
(current)
Chairperson of the Board of Japan Tobacco
Inc.(current)
Vice Chairman, KEIZAI DOYUKAI (Japan
Association of Corporate Executives)(current)

No. ofCompany
shares owned

1,800 shares(Other current key positions)
Chairperson of the Board of Japan Tobacco Inc.
Outside Director of TDK Corporation.
Reason for Election, Overview of the expected role as the Outside Director Candidate, andTime in Office as the Outside Director
Mutsuo Iwai has a wealth of corporate management experience in companies that carry forward
B-to-C business globally, as well as extensive specialized knowledge. As a director and achairperson of the Nomination and Compensation Committee, he is using this extensive
experience and specialized knowledge to contribute to supervision of management for mediumto long-term improvement of corporate value, as well as to improve the transparency of thedecision-making processes regarding management of the Company.
The Company therefore proposes him as a candidate for outside director, judging that as an
outside director he can be expected to fulfill a management supervisory function from theperspective of promoting the sustainable growth of the Company and enhancing its corporate
value over the medium- to long-term.
- 11 -

As of the end of this general shareholders’ meeting, he will have served as outside director for
three years.

No.

Name
(Date of birth)

Career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1982
Mar.1996

Jan. 2000

June 2007
Jan. 2011
Oct. 2017
Apr. 2019
Yumiko Noda
(Jan. 26, 1960)
6*Candidate foroutside director
and independent
director

June 2020

June 2021

May 2023

June 2023

Joined Bank of America Corporation Tokyo
BranchDeputy General Manager (Head of Structured
Finance Department), London Branch, The
Long-Term Credit Bank of Japan, Limited
Partner (Head of PPP (Public Private
Partnership) and Privatization), PwC
Financial Advisory Services
Deputy Mayor, Yokohama City
Partner (Head of PPP and Infrastructure AsiaPacific), PwC Advisory
President and Representative Director, Veolia
Japan K.K.
President and Representative Director, Veolia
Japan K.K.
Chairperson, Administrative Reform
Committee, KEIZAI DOYUKAI (Japan
Association of Corporate Executives)
Chairman and Representative Director,
Veolia Japan K.K. (current)
Vice Chair of the Board of Councillors, Chairof the Committee on Environment,
KEIDANREN (Japan Business Federation)(current)
Outside Director of Idemitsu Kosan Co., Ltd.
(current)
Outside Director of the Company (current)
Vice Chair and Director, KEIDANREN(Japan Business Federation) (expected toassume the position)
Outside Director of Mizuho Financial Group,
Inc. (expected to assume the position)

No. ofCompany
shares owned

0 shares(Other current key positions)
Chairman and Representative Director, Veolia Japan K.K
Outside Director of Idemitsu Kosan Co., Ltd.
Outside Director of Mizuho Financial Group, Inc.
(expected to assume the position in June 2023)
Reason for Election, Overview of the expected role as the Outside Director Candidate, andTime in Office as the Outside Director- 12 -

Yumiko Noda has a wealth of corporate management experience in companies that carry forwardbusiness globally and extensive specialized knowledge of finance. In the Board of Directors andthe Nomination and Compensation Committee, she is using this extensive experience andspecialized knowledge to contribute to supervision of management for medium- to long-term
improvement of corporate value, as well as to improve the transparency of the management
decision-making processes regarding the management of the Company.
The Company therefore proposes her as a candidate for outside director, judging that as an outside
director she can be expected to fulfill a management supervisory function from the perspective ofpromoting the sustainable growth of the Company and enhancing its corporate value over the
medium- to long-term.
As of the end of this general shareholders’ meeting, she will have served as outside director for
two years.

No.

Name
(Date of birth)

Career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1998
June 2000

Kohey
Takashima(Aug.15, 1973)
7*Candidate foroutside director
and independent
director

Joined McKinsey & Company Inc. Japan
Representative Director and President ofOisix Inc. (now Oisix ra daichi Inc.) (current)
June 2011 Representative Director of Eat, and Energize
the East (current)
Oct. 2015 Director of Oisix Hong Kong Co., Ltd.
(current)
July 2016 Representative Director and Chairman ofTokushimaru Inc. (current)
July 2018 Chairman of Japan Wheelchair Rugby
Federation (current)
Dec. 2018 Director of Oisix Inc. (current)
May 2019 Director of Three Limes Inc. (current)
Oct. 2019 Director of WELCOM Co., Ltd. (current)
Mar. 2020 Outside Director of CARTA HOLDINGS,
INC.
Apr. 2021 Vice Chairman, KEIZAI DOYUKAI (Japan
Association of Corporate Executives)(current)
June 2021 Outside Director of the Company (current)
Nov. 2022 Joint Representative Director of Data for
Social Transformation (current)
Jan. 2023 External Director of SHiDAXCORPORATION (current)

No. ofCompany
shares owned

5,700 shares(Other current key positions)Representative Director and President of Oisix ra daichi
Inc.
External Director of SHiDAX CORPORATION
Reason for Election, Overview of the expected role as the Outside Director Candidate, andTime in Office as the Outside Director- 13 -

Kohey Takashima has a wealth of corporate management experience in companies that are
engaged in B-to-C business, and specialized knowledge of e-commerce business. In the Board of
Directors and the Nomination and Compensation Committee, he is using this extensive
experience and specialized knowledge to contribute to supervision of management for mediumto long-term improvement of corporate value, as well as improvement of the transparency of the
management decision-making processes regarding the management of the Company.
The Company therefore proposes him as a candidate for outside director, judging that as an
outside director he can be expected to fulfill a management supervisory function from theperspective of promoting the sustainable growth of the Company and enhancing its corporate
value over the medium- to long-term.
As of the end of this general shareholders’ meeting, he will have served as outside director for
two years.

- 14 -

No.

Name(Date of birth)

Career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1978
Apr. 2007
June 2009
Feb. 2010

Mar. 2011

Feb. 2012
Apr. 2014
June 2015
Masaru Onishi(May 19, 1955)
8*Candidate foroutside director
and independent
director

July 2018

June 2019Feb.2021
June 2021
June 2022

Joined Japan Airlines Co., Ltd.
President JAL Aircraft Maintenance Narita
Representative Director, President, Japan Air
Commuter Co., Ltd.
Trustee Representative and President, Japan
Airlines International Co., Ltd. (currently
Japan Airlines Co., Ltd.)
Representative Director, President, Japan
Airlines International Co., Ltd.
(currently Japan Airlines Co., Ltd.)
Representative Director, Chairman, Japan
Airlines Co., Ltd.
Director, Chairman, Japan Airlines Co., Ltd.
Trustee, International University of Japan(current)
Senior Representative, External Affairs,
Japan Airlines Co., Ltd., Visiting Professor,
Toyo University (current)
Outside Director, TEIJIN LIMITED(current)
Outside Director, Mitsui O.S.K. Lines, Ltd.
(current)
Senior Advisor, Alton Aviation Consultancy
Japan Co., Ltd. (current)
Outside Director, Kadoya Sesame Mills inc.
(current)
Outside Director of the Company (current)

No. ofCompany
shares owned

100 shares(Other current key positions)
Outside Director, Teijin Limited
Outside Director, Mitsui O.S.K. Lines, Ltd.
Outside Director, Kadoya Sesame Mills inc.
Senior Advisor, Alton Aviation Consultancy Japan Co.,Ltd.
Trustee, International University of Japan
Visiting Professor, Toyo University
Reason for Election, Overview of the expected role as the Outside Director Candidate, andTime in Office as the Outside Director
Masaru Onishi has a wealth of corporate management experience in companies that are engagedin B-to-C business globally, and broad experience and extensive specialized knowledge gained
as outside director of other companies. In the Board of Directors and the Nomination andCompensation Committee, he is using this extensive experience and specialized knowledge tocontribute to supervision of management for medium- to long-term improvement of corporate
value, as well as improvement of the transparency of the management decision-making processes
regarding the management of the Company.

- 15 -

The Company therefore proposes him as a candidate for outside director, judging that as an
outside director he can be expected to fulfill a management supervisory function from theperspective of promoting the sustainable growth of the Company and enhancing its corporate
value over the medium- to long-term.
As of the end of this general shareholders’ meeting, he will have served as outside director for
one year.

Notes:
1. (1) Hideaki Fukutake, a candidate for director, is representative director (chairman of theboard) of the Fukutake Foundation. The Company has dealings with the Fukutake Foundation,
including procurement of products and other items, as well as dealing related to the operationof museums and the sale and leasing of real estate.
(2) efu Investment Limited, an asset management and investment corporation of which
Hideaki Fukutake, a candidate for director, is representative, holds 7,858,000 shares of theCompany and has placed 6,809,000 shares of the Company as trust assets with the Master
Trust Bank of Japan, Ltd.
(3) Minamigata Holdings Ltd. of which Hideaki Fukutake, a candidate for director, isrepresentative director, holds 1,836,000 shares of the Company.
2. No other candidate for director has any special interest in the Company.
3. Oisix ra daichi Inc., of which Kohey Takashima, a candidate for director, serves as
Representative Director and President, has consolidated Oisix Hong Kong Co., Ltd.,
Tokushimaru Inc., Oisix Inc., and Three Limes, Inc. as consolidated subsidiaries, and
WELCOM Co., Ltd. and SHiDAX CORPORATION are equity method affiliates of Oisix radaichi Inc.
4. The Company judges that Mutsuo Iwai, Yumiko Noda, Kohey Takashima, and Masaru
Onishi—each a candidate for director—meet its Criteria for Independence of Outside
Directors and Outside Audit & Supervisory Board Members. It has therefore designated thesefour candidates as independent directors based on the regulations of the Tokyo Stock Exchange,
Inc., and has notified the exchange of the same.
5. The Company has formed agreements with non-executive directors Hideaki Fukutake, Mutsuo
Iwai, Yumiko Noda, Kohey Takashima, and Masaru Onishi limiting liability for damages
provided in Paragraph 1 of Article 423 of the Companies Act. Based on the said agreements,
in the case that such non-executive director has been in good faith and without grossnegligence in performing his or her duties, the limit for liability for damages is the higher ofthe following: 10 million yen or the minimum liability amount provided in Paragraph 1 of
Article 425 of the Companies Act.
6. The Company has concluded a contract with an insurance company for a directors’ and officers’
liability insurance policy covering all directors as the insured, as stipulated in Paragraph 1 of
Article 430-3 of the Companies Act, and bears all the premiums for this insurance. This policy
indemnifies the insured against liability for damages, legal costs, etc., in cases where theliability arises from the execution of their duties. However, measures are in place that exclude
coverage of the insurance for damages arising from an act carried out by an insured who isaware that the act is in violation of laws or regulations, in order to protect the appropriatenessof the execution of the duties from being impaired. If a candidate is appointed as a director, heor she will be covered by this liability insurance, and the company intends to renew the relevant
insurance policy with the same provisions during the directors’ terms of office.

- 16 -

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

No.

Name

Gender1

Yoshinori
Reappointment
MatsumotoMale

2

Naoto Saito Reappointment

Male

3

EiichiIzumo

4

MiyukiIshiguro

Candidate foroutside audit&
supervisory
Reappointment boardMalememberCandidate forindependent
officer
Candidate foroutside audit&
supervisory
Reappointment board
FemalememberCandidate forindependent
officer- 17 -

Record ofRecord ofattendance
attendanceat Audit &at Board of
PeriodSupervisory
Directors
in officeBoardmeetings
meetings
during 69th
during 69th
periodperiod100%
100%
15 years(13/13)(16/16)100%
100%
4 years(13/13)(16/16)

8 years100%(13/13)100%(16/16)

6 years100%(13/13)100%(16/16)

The table below summarizes the specialized knowledge and experience possessed by eachcandidate for audit & supervisory board member.
Expertise and Experience
No.

Name
Accounting

Legal Affairs●

1

Yoshinori Matsumoto

2

Naoto Saito●

3

Eiichi Izumo●

4

Miyuki Ishiguro●- 18 -

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

1

YoshinoriMatsumoto(July 18, 1954)

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

No. ofCompany
shares owned

1,100 shares(Other current key positions)
None
Reason for Election for Audit & Supervisory Board Member Candidate
Yoshinori Matsumoto has, since joining the Company, been engaged in a wide range ofadministrative management within the Company, including general affairs, personnel, and legal
and compliance. Since becoming corporate executive vice president in April 2003, his role has
been to oversee these areas. Moreover, since becoming a standing audit & supervisory board
member, he has contributed as chairman of the Audit & Supervisory Board to enhancing theCompany’s corporate governance through auditing of the directors’ performance of their duties.
The Company therefore judges that he is capable of continuing to appropriately perform his duties
as a standing audit & supervisory board member and proposes him as a candidate for standing
audit & supervisory board member.

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No.

2

Name
(Date of birth)

Naoto Saito(May 11, 1963)

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

No. ofCompany
shares owned

2,151 shares(Other current key positions)Audit & Supervisory Board Member of Tokyo
Individualized Educational Institute, Inc.
Reason for Election for Audit & Supervisory Board Member Candidate
Naoto Saito has, since joining the Company, been engaged primarily in finance and accounting.
Since becoming executive officer in April 2007, he has been responsible for managing the entire
Group’s business indicators. Since he has considerable expertise regarding the Group’sbusinesses, as well as finance and accounting, he has contributed to ensuring sound management
through auditing of the directors’ performance of their duties.
The Company therefore judges that he is capable of continuing to appropriately perform his duties
as a standing audit & supervisory board member and proposes him as a candidate for standing
audit & supervisory board member.
- 20 -

No.

Name(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1995
Apr. 1998
July 2010
Feb. 2015

Eiichi Izumo(Jan. 2, 1973)

3*Candidate foroutside audit &supervisoryboard member
and independent
officerJune 2015
Mar. 2016
June 2016

Sep. 2020

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

No. ofCompany
shares owned

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

- 21 -

No.

Name(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1991
Jan. 1999
Jan. 2000
June 2013

Miyuki Ishiguro(Oct. 26, 1964)

Sep. 2016
June 2017

4*Candidate foroutside audit &supervisoryboard member
and independent
officer

Apr. 2018
Mar. 2022
June 2023

Enrolled as a Lawyer (current)
Joined Tsunematsu Yanase & Sekine
Partner at Tsunematsu Yanase & Sekine
Partner at Nagashima Ohno & Tsunematsu(current)
Outside Director of Miraca Holdings Inc.
(currently H.U. Group Holdings, Inc.)
Outside Audit & Supervisory Board Memberof Lasertec Corporation (current)
Outside Audit & Supervisory Board Memberof the Company (current)
Vice President, Tokyo Bar Association
President Elect, Inter-Pacific Bar Association(IPBA) (current)
Outside Director of Nomura Holdings, Inc.
(expected to assume the position)

No. ofCompany
shares owned

0 shares(Other current key positions)
LawyerOutside Audit & Supervisory Board Member of Lasertec
Corporation
Outside Director of Nomura Holdings, Inc. (expected toassume the position in June 2023)
Reason for Election for Outside Audit & Supervisory Board Member Candidate and Timein Office as the Audit & Supervisory Board Member
Miyuki Ishiguro has considerable practical experience and advanced insight into corporate affairs
law as a partner in a major law firm, as well as experience as an outside officer in other companies.
In the Board of Directors and the Audit & Supervisory Board, she draws on this experience andexpertise to actively offer opinions and recommendations regarding important matters associatedwith the management of the Company.
The Company therefore judges that she is capable of continuing to appropriately perform her
duties as an outside audit & supervisory board member and proposes her as a candidate for outside
audit & supervisory board member.
As of the end of this general shareholders’ meeting, she will have served as outside audit &supervisory board member for six years.

- 22 -

Notes:1. Miyuki Ishiguro, a candidate for audit & supervisory board member, serves as a partner at
Nagashima Ohno & Tsunematsu, a law firm that has a consulting contract with the Company.
The Benesse Group consults Nagashima Ohno & Tsunematsu on legal matters as the situation
requires, but the total value of monetary compensation for trading between the law firm andthe Benesse Group is less than 1% of the law firm’s gross income in the most recent fiscal year.
In light of the Company’s Criteria for Independence of Outside Directors and Outside Audit& Supervisory Board Members with the said trading, the Company judges that Ms. Ishiguro
meets the criteria.
2. No other candidate for audit & supervisory board member has any special interest in the
Company.
3. The Company judges that Eiichi Izumo, a candidate for audit & supervisory board member,meets its Criteria for Independence of Outside Directors and Outside Audit & Supervisory
Board Members. It has therefore designated Mr. Izumo as independent officer based on theregulations of the Tokyo Stock Exchange, Inc., and has notified the exchange of the same.
Additionally, the Company also plans to designate Miyuki Ishiguro, a candidate for audit &supervisory board member, as independent officer and notify the exchange of the same.
4. The Company has formed agreements with Yoshinori Matsumoto, Naoto Saito, Eiichi Izumo,
and Miyuki Ishiguro limiting liability for damages provided in Paragraph 1 of Article 423 of
the Companies Act. Based on the said agreements, in the case that these four individuals havebeen in good faith and without gross negligence in performing their duties, the limit for liability
for damages is the higher of the following: 10 million yen or the minimum liability amountprovided in Paragraph 1 of Article 425 of the Companies Act.
5.The Company has concluded a contract with an insurance company for a directors’ and officers’
liability insurance policy covering all audit & supervisory board members as the insured, as
stipulated in Paragraph 1 of Article 430-3 of the Companies Act, and bears all the premiums
for this insurance. This policy indemnifies the insured against liability for damages, legal costs,
etc., in cases where the liability arises from the execution of their duties. However, measures
are in place that exclude coverage of the insurance for damages arising from an act carried out
by an insured who is aware that the act is in violation of laws or regulations, in order to protect
the appropriateness of the execution of the duties from being impaired. If a candidate isappointed as an audit & supervisory board member, he or she will be covered by this liability
insurance, and the company intends to renew the relevant insurance policy with the sameprovisions during the audit & supervisory board members’ terms of office.
6. Torii Pharmaceutical Co., Ltd., of which Eiichi Izumo, a candidate for audit & supervisoryboard member, is an Outside Audit & Supervisory Board Member, received a cease and desist
order and a surcharge payment order from the Japan Fair Trade Commission persuant to the
Antimonopoly Act regarding the sale of CALVAN® Tablets (bevantrol hydrochloride) on
March 5, 2020. Mr. Izumo had monitored and supervised the execution of duties by eachdirector and the operation of the internal control system through business audits and othermeasures to prevent violations of laws and regulations. Since these facts came to light, he hasmonitored and verified the implementation of measures to prevent recurrence and ensure fullcompliance with laws and regulations.

- 23 -

Reference:Benesse Holdings, Inc. Criteria for Independence of Outside Directors andOutside Audit & Supervisory Board Members
Benesse Holdings, Inc. (“the Company”) shall determine that the Company’s outside directors,
outside audit & supervisory board members and the respective candidates for those posts possessa high degree of independence when all of the following criteria are satisfied:(1) The individual has not served as business personnel*1 of the Company or its Group companies(hereinafter, “the Benesse Group”) within the 10 years prior to appointment.
(2) Individuals who have satisfied all of the following conditions (A) through (H) for the past
three fiscal years:(A) The individual is not an entity for which the Benesse Group is a major client*2 nor serves
as business personnel thereof.
(B) The individual is not a major client of the Benesse Group*3 nor serves as businesspersonnel thereof.
(C) The individual is not a major shareholder (directly or indirectly holding a voting interestof 10% or more) of the Company nor serves as business personnel thereof.
(D) The individual does not serve as business personnel of an entity that is a major investeeof the Benesse Group (in which the Benesse Group directly or indirectly holds a votinginterest of 10% or more).
(E) The individual is not a consultant, accounting expert or legal expert who has received
compensation in the form of a large amount of money or other assets,*4 other thanofficer’s compensation from the Benesse Group (or an individual belonging to an entity
such as a corporation, association, or other group that has received such assets).
(F) The individual has not received a large charitable donation or subsidy*5 from the Benesse
Group, or serve as business personnel of such a recipient.
(G) The individual is not an independent auditor of the Benesse Group and does not belong
to a corporation, association or other group that serves as an independent auditor of theBenesse Group.
(H) In cases where the business personnel of the Benesse Group have been appointed as
outside officers of other companies, the individual does not serve as business personnelof the other company.
(3) The individual is not a relative*6 of a person who meets either of the following conditions (a)or (b):(a) An individual who does not satisfy any of the foregoing conditions (A) through (H) in(2) above for one of the past three fiscal years. However, the business personnel
stipulated in conditions (A) through (D) and (F) and (H) shall refer only to key businesspersonnel.*7 Condition (E) shall apply only to persons with specialized qualifications,such as certified public accountants and lawyers. Condition (G) shall apply only to key
business personnel and persons with specialized qualifications, such as certified public
accountants and lawyers, in the individual’s organization.
(b) Key business personnel of the Benesse Group in the current fiscal year or any of the past
three fiscal years (for Outside Audit & Supervisory Board Members, this includes
directors who are not business personnel).

Notes:
1. Business personnel refers to the executive directors and executive officers who execute theoperations of corporations and other groups, or other officers who execute the operations ofcorporations, etc. Business personnel also refers to employees, directors and other equivalent- 24 -

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

- 25 -