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 9, 2017

To Shareholders:Tamotsu Adachi
Representative Director and President, CEO

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

Notice of Convocation of theOrdinary General Shareholders’ Meeting for the 63rd Period
You are cordially invited to attend the Ordinary General Shareholders’ Meeting for the 63rd period tobe held as described below.
If you are unable to attend the meeting, it would be appreciated if you would exercise your voting
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 23, 2017 (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, andthen indicate your approval or disapproval of each proposal by following the instructions on the screen.
Internet voting must be completed by 5:00 p.m. on Friday, June 23, 2017 (JST).
1. Date and Time:

June 24, 2017 (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 63rd period (April 1, 2016 to March 31, 2017)
2. Report on the audit results of the consolidated financial statements for the 63rd period by the
Independent Auditors and the Audit & Supervisory Board
Resolutions:
Proposal 1: Partial Amendment to Articles of Incorporation
Proposal 2: Election of Ten Directors
Proposal 3: Election of One Audit & Supervisory Board Member-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: Decision on Amount and Content of Remuneration, etc., for Granting Restricted
Stock to Directors-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 Articles of Incorporation
1. Reason for the Amendment
To more clearly define the scope of our business activities, the required changes will be made to
Article 2 (Purpose) of the Articles of Incorporation.
2. The Amendment
The amendment to the existing Articles of Incorporation is as follows:(amended sections underlined)
Relevant Segment of
Existing Articles of Incorporation

Proposed Amendment

Article 2. Purpose
The purpose of the Corporation shall be toengage in the following business activities and tocontrol and manage the business activities
conducted by companies (including foreigncompanies), partnerships (including entities
overseas that are equivalent to partnerships), andother similar business entities that engage in thefollowing business activities, by holding sharesor equity in such companies:[omitted](10) Management of child nurseries anddaycare centers;[omitted]

Article 2. Purpose
The purpose of the Corporation shall be toengage in the following business activities and tocontrol and manage the business activities
conducted by companies (including foreigncompanies), partnerships (including entities
overseas that are equivalent to partnerships), andother similar business entities that engage in thefollowing business activities, by holding sharesor equity in such companies:[unchanged](10) Management of child nurseries, after
school centers, and daycare centers;[unchanged]-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.

Proposal 2: Election of Ten Directors
All directors (nine) will complete their terms as of the end of this general shareholders’ meeting. The
Company has decided to increase the number of directors by one in order to further strengthen its
management structure; the proposal is therefore to elect ten directors, including five outside directors.
The candidates for director are as shown below.
In order to ensure appropriate selection of candidates for director and transparency in the associateddecision making process, the Company has established a Nomination and Compensation Committee
as an advisory body to the Board of Directors. Outside directors account for more than half themembers of this committee, which deliberates on the selection of candidates for director.

No.

Name

1
2

Tamotsu Adachi
Shinjiro Iwata

Reappointment
Reappointment

345Kenichi Fukuhara
Hitoshi Kobayashi
Shinya Takiyama

Reappointment
Reappointment
Reappointment

6
7

Masaki Yamasaki
Kiyoyuki Tsujimura

New appointment
Reappointment

8

Hideaki Fukutake

Reappointment

9

Ryuji Yasuda

Reappointment

10

Nobuo Kuwayama

Reappointment

Candidate for outside
director
Candidate for independent
director

Record ofattendance atBoard of Directors
meetings during
63rd period*
100% (9/9)
100% (12/12)

100% (12/12)
92% (11/12)
100% (9/9)

Candidate for outside
director
Candidate for independent
director
Candidate for outside
director
Candidate for outside
director
Candidate for independent
director
Candidate for outside
director
Candidate for independent
director—
100% (12/12)

100% (12/12)
100% (12/12)

100% (9/9)* Occasions when written resolutions took the place of actual meetings of the Board of Directors areomitted.

-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. 1977
Jan. 1988
June 1995
Mar. 1997

1

Joined Mitsubishi Corporation
Joined McKinsey & Company, Inc. Japan
Partner at McKinsey & Company, Inc. Japan
Managing Director of Business Development
Department, GE Capital Japan
Mar. 1999 President and CEO of Japan Lease Auto Co.
Dec. 2000 President and CEO of GE Fleet Services Co.
May 2003 Managing Director and Japan Representativeof Carlyle Japan LLC
June 2003 Director of the Company
Tamotsu Adachi Nov. 2007 Managing Director and Co-Representative of
Carlyle Japan LLC(Oct. 12, 1953)
June 2009 Director of the Company
June 2016 Director of the Company
June 2016 Chairman of Carlyle Japan LLC
Oct. 2016 Representative Director and President, CEOof the Company (current)
Oct. 2016 Senior Advisor of Carlyle Japan LLC(current)

No. ofCompany
shares owned

52,400 shares(Other current key positions)
Outside director of Yamaha Motor Co., Ltd.
Reason for Election for the Director Candidate
Tamotsu Adachi has a proven track record of involvement in the management of the Group as an
outside director of the Company since June 2003. In addition, he has international experience andconsiderable experience and expertise in management strategy formulation and investment, and his
capabilities in corporate restructuring are rated highly. Since October 2016, Mr. Adachi has been
engaged in management supervision and execution as Representative Director and President, CEO of
the Company. At the same time, he has demonstrated leadership in driving changes to bring about
recovery in the Group’s performance, key among which were improving the quality of products andservices, restructuring brands, and reforming the corporate culture.
The Company therefore proposes him as a candidate for director, judging that he can be expected tocontribute to further enhancement of the Group’s corporate value.

-5-

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

No.

Name
(Date of birth)

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

Shinjiro Iwata(June 6, 1948)

Apr. 2011
Apr. 2013

2*Candidate foroutside director
and independent
director

June 2014
Apr. 2016
June 2016

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

No. ofCompany
shares owned

1,200 shares(Other current key positions)
Adviser of Hitachi, Ltd.
Outside director of Hitachi Transport System, Ltd.
Reason for Election and Time in Office for the Outside Director Candidate
Shinjiro Iwata has considerable experience and expertise in corporate management of global
corporations within the information and telecommunications field. In addition, he acts from thestandpoint of an outside director to run the Board of Directors appropriately as Director and Chairmanof the Company and comments actively as chairman of the Nomination and Compensation Committee.
Thus, he contributes to management supervision and enhancing the transparency of decision making
processes within the Company’s management.
The Company therefore proposes him as a candidate for outside director. As of the end of this generalshareholders’ meeting, he will have served as outside director for three years.

-6-

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

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1976
Apr. 1986
June 2000
June 2003

Apr. 2004
June 2004

June 2005

June 2006

Apr. 20073

Kenichi
Fukuhara(Apr. 19, 1951)

June 2007

Apr. 2008

Jan. 2009

Oct. 2009

June 2011
Oct. 2014

Apr. 2015

Joined Nomura Securities Co., Ltd.
Head of Equity Sales at Nomura International
Ltd., London
Director of Nomura Securities Co., Ltd.
Executive Officer of Nomura Securities Co.,
Ltd. and Executive Officer of Nomura
Holdings, Inc.
Corporate Senior Executive Vice President of
the Company
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.
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
Representative Director, Executive Vice
President, Chief Administrative Officer(CAO), and CFO of the Company
Representative Director, Executive Vice
President, and CAO of the Company-7-

No. ofCompany
shares owned

10,200 shares

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

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)
June 2016

Oct. 2016

No. ofCompany
shares owned

Representative Director, President, CEO andCAO of the Company, and Chairman of theBoard & CEO of Berlitz Corporation
Representative Director, Vice Chairman, andHead of Language Learning Company of theCompany, and Chairman of the Board & CEOof Berlitz Corporation (current)(Other current key positions)
Chairman of the Board & CEO of Berlitz Corporation
Vice Chairman of the Board, Fukutake Foundation(Current responsibilities)
Language Learning Company and Naoshima business
Reason for Election for the Director Candidate
Kenichi Fukuhara has a proven track record of involvement in the management of the Group as adirector of the Company since June 2005. In addition, he has experience of management at key Groupsubsidiaries such as Benesse Style Care Co., Ltd. and Berlitz Corporation, experience of working
overseas, and considerable experience and expertise in the financial business field. He is currently
engaged in management supervision and execution as Representative Director and Vice Chairman of
the Company. At the same time, he is pursuing changes and recovery in performance at Berlitz
Corporation as director in charge of the language business.
The Company therefore proposes him as a candidate for director, judging that he can be expected tocontribute to further enhancement of the Group’s corporate value.

-8-

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

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1985
Apr. 2000
Aug. 2002
Dec. 2003
June 2006
Apr. 2007
June 2007
June 2012
July 2013
Apr. 2014
June 2014

Oct. 2014
4

Hitoshi
Kobayashi(Sept. 25, 1960)

Apr. 2016
May 2016

June 2016

Oct. 2016

Joined the Company
Director of Benesse Care Corporation
Representative Director and President ofBenesse MCM Corp.
Director of Benesse Style Care Co., Ltd.
Senior Executive Director of Benesse Style
Care Co., Ltd.
Representative Director and President ofBenesse Style Care Co., Ltd.
Group Executive of the Company
Director of the Company
Director of Corporate Planning Division of
the Company
Managing Director of Corporate Planning
Division of the Company
Managing Director of Corporate Planning
Division of the Company and Representative
Director and President of Benesse
Corporation
Managing Director and Head of Overseas
Business Development Company of theCompany
Managing Director and Head of Overseas
Business Company of the Company
Representative Director, Executive Vice
President, and Head of Overseas BusinessCompany of the Company, andRepresentative Director and Executive Vice
President of Benesse Corporation
Representative Director, Executive Vice
President, and Head of Zemi BusinessCompany and Overseas Business Companyof the Company, and Representative Director
and President of Benesse Corporation
Representative Director, Executive Vice
President, and Head of Zemi BusinessCompany of the Company, andRepresentative Director and President ofBenesse Corporation (current)(Other current key positions)Representative Director and President of Benesse
Corporation-9-

No. ofCompany
shares owned

2,400 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)(Current responsibilities)
Zemi Business Company, School and Teacher Support
Business Company, Kids & Family Business Company,“Area” and “Classroom” Education Business Company,
and Benesse Educational Research and Development
Institute

No. ofCompany
shares owned

Reason for Election for the Director Candidate
Hitoshi Kobayashi has a proven track record of involvement in the management of the Group as adirector of the Company since June 2012. In addition, he has experience of management at key Groupsubsidiaries such as Benesse Style Care Co., Ltd. and Benesse Corporation, as well as considerable
experience and expertise in the education, nursing care, and childcare business fields. He is currently
engaged in management supervision and execution as Representative Director and Executive Vice
President of the Company. At the same time, he is spearheading efforts to pursue recovery inperformance at Benesse Corporation as director in charge of the domestic education business.
The Company therefore proposes him as a candidate for director, judging that he can be expected tocontribute to further enhancement of the Group’s corporate value.

- 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. 1996
Mar. 2003
July 2011
July 20135

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.
Apr. 2014 Executive Officer and Head of
Senior/Nursing Care and Childcare Companyof the Company, and Representative Director
and President of Benesse Style Care Co., Ltd.
Nov. 2014 Executive Officer and Head of Nursing Careand Childcare Business Company of theCompany, and Representative Director andPresident of Benesse Style Care Co., Ltd.
June 2016 Director and Head of Nursing Care andChildcare Business Company of theCompany, and Representative Director andPresident of Benesse Style Care Co., Ltd.
(current)

No. ofCompany
shares owned

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

- 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.

6

Name
(Date of birth)

Masaki
Yamasaki(July 8, 1966)*New candidatefor director

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

No. ofCompany
shares owned

578 shares(Other current key positions)Representative Director and President of Benesse i-CareerCo., Ltd.
Representative Director and President of Classi Corp.
Reason for Election for the Director Candidate
Masaki Yamasaki has considerable experience and expertise as the person responsible for operationsin the school and teacher support business field. In addition, he has experience of management at theGroup’s cram school and a proven track record of launching new businesses at subsidiaries. He iscurrently demonstrating strong leadership in pursuing operational changes targeting educational
reforms as Head of the School and Teacher Support Business Company of the Company.
The Company therefore proposes him as a candidate for director, judging that he can be expected tocontribute to further enhancement of the Group’s corporate value.

- 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)

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

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1975 Joined NTT Public Corporation
June 2001 Member of the Board of Directors of NTT
DOCOMO, Inc.
June 2004 Executive Vice President and Member of theBoard of Directors of NTT DOCOMO, Inc.
June 2005 (Implementation of executive officer system)
Executive Vice President and Member of theBoard of Directors of NTT DOCOMO, Inc.
June 2008 Senior Executive Vice President and Memberof the Board of Directors of NTT DOCOMO,
Inc.
June 2012 President and Chief Executive Officer andMember of the Board of Directors of
DOCOMO Engineering Inc.
June 2014 Director of the Company (current)
June 2014 Chief Strategic Advisor of DOCOMO
Engineering Inc. (currently DOCOMO CS,
Inc.)
Nov. 2014 Professor at Tokyo Institute of Technology
June 2015 Representative Director and CEO of
CarpeDiem, Inc. (current)

No. ofCompany
shares owned

1,200 shares(Other current key positions)Representative Director and CEO of CarpeDiem, Inc.
Reason for Election and Time in Office for the Outside Director Candidate
Kiyoyuki Tsujimura supervises management appropriately as an outside director, having considerable
experience and expertise in corporate management of global corporations within the information andtelecommunications field. In the Board of Directors, he draws on this experience and expertise toactively offer opinions and recommendations regarding important matters associated with the
management of the Company.
The Company therefore proposes him as a candidate for outside director. As of the end of this generalshareholders’ meeting, he will have served as outside director for three years.

- 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)Apr. 2000
Feb. 2006
Apr. 2007
Feb. 2009
June 2009
June 20098

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

Dec. 2012
Apr. 2013
June 2013
June 2014
Mar. 2015

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)
Director of FUKUTAKE FINE ART PTE.
LTD. (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
Director of FUKUTAKE FINE ART PTE. LTD.
Reason for Election and Time in Office for the Outside Director Candidate
Hideaki Fukutake supervises management appropriately as an outside director, drawing on his
experience as an outside director of a key Group subsidiary and his shareholder’s perspective. In the
Board of Directors, he draws on this experience and expertise to actively offer opinions andrecommendations regarding important matters associated with the management of the Company. He
also comments actively in committee meetings as a member of the Nomination and Compensation
Committee. Thus, he contributes to enhancing the transparency of decision making processes within
the Company’s management.
The Company therefore proposes him as a candidate for outside director. As of the end of this generalshareholders’ meeting, he will have served as outside director for three years.

- 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.

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

Ryuji Yasuda(Apr. 28, 1946)
9* Candidate foroutside director
and independent
director

June 2003
Apr. 2004

Apr. 2015

June 2015

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

No. ofCompany
shares owned

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

- 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.

No.

Name
(Date of birth)

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

Nobuo
Kuwayama(Nov. 20, 1948)
10*Candidate foroutside director
and independent
director

Apr. 2006
Apr. 2010
June 2013
June 2016

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

No. ofCompany
shares owned

300 shares(Other current key positions)
None
Reason for Election and Time in Office for the Outside Director Candidate
Nobuo Kuwayama supervises management appropriately as an outside director, having businessexperience in a trading company with global operations, and considerable experience and expertise in
the Chinese business field in particular. In the Board of Directors, he draws on this experience andexpertise to actively offer opinions and recommendations regarding important matters associated withthe management of the Company.
The Company therefore proposes him as a candidate for outside director. As of the end of this generalshareholders’ meeting, he will have served as outside director for one year.

- 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.

Notes:
1. (1) Kenichi Fukuhara, a candidate for director, and Hideaki Fukutake, another candidate fordirector, are vice chairmen of the board of the Fukutake Foundation. The Company has dealings
with the Fukutake Foundation, including those related to the operation of museums and the leasingof real estate.
(2) Benesse i-Career Co., Ltd. of which Masaki Yamasaki, a candidate for director, is representative,
has dealings with the Company, including those related to trading of assessment tests for college
students.
(3) efu Investment Limited, an asset management and investment corporation of which Hideaki
Fukutake, a candidate for director, is representative, holds 7,858,000 shares of the Company andhas placed 6,809,000 shares of the Company as trust assets with the Master Trust Bank of Japan,
Ltd.
(4) Fukutake Fine Art Pte. Ltd., of which Hideaki Fukutake, a candidate for director, isrepresentative, has dealings with the Company related to trading of artworks.
2. No other candidate for director has any special interest in the Company.
3. The Company judges that Shinjiro Iwata, Kiyoyuki Tsujimura, Ryuji Yasuda, and Nobuo
Kuwayama—each a candidate for director—meet its Criteria for Independence of Outside Directors
and Outside Audit & Supervisory Board Members. It has therefore designated these four men as
independent directors based on the regulations of the Tokyo Stock Exchange, and has notified theexchange of the same. The Company has no monetary dealings with any of these four men otherthan remuneration for their work as outside director, and none of these four candidates has special
interest ties with any of the executives of the Company.
4. Hideaki Fukutake, a candidate for director, is currently nonexecutive officer of Berlitz Corporation,a subsidiary of the Company, and in the past was nonexecutive officer of Benesse Corporation, a
subsidiary of the Company.
5. The Company has formed agreements with outside directors Shinjiro Iwata, Kiyoyuki Tsujimura,
Hideaki Fukutake, Ryuji Yasuda, and Nobuo Kuwayama limiting liability for damages provided in
Paragraph 1 of Article 423 of the Companies Act. Based on the said agreements, in the case thatsuch outside director has been in good faith and without gross negligence in performing his duties,
the limit for liability for damages is the higher of the following: 10 million yen or the minimum
liability amount provided in Paragraph 1 of Article 425 of the Companies Act.

- 17 -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 One Audit & Supervisory Board Member
As of the end of this general shareholders’ meeting, audit & supervisory board member Tomoji Wada
will retire from office due to resignation and the proposal is therefore to elect one audit & supervisoryboard member. As the candidate for audit & supervisory board member will be elected as areplacement for Tomoji Wada, her term of office will last until the retired audit & supervisory board
member’s term of office would have expired, as provided in the Company’s Articles of Incorporation.
The Company has obtained the consent of the Audit & Supervisory Board regarding this proposal.
The candidate for audit & supervisory board member is as shown below.

No.

Name
(Date of birth)

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

Miyuki Ishiguro(Oct. 26, 1964)
1

Jan. 1999
Jan. 2000

No. ofCompany
shares owned

Enrolled as a Lawyer (current)
Joined Tsunematsu Yanase & Sekine
Partner at Tsunematsu Yanase & Sekine
Partner at Nagashima Ohno & Tsunematsu(current)* New candidatefor outside audit (Other current key positions)& supervisory Lawyer
board member Outside director at Miraca Holdings Inc.
Outside audit and supervisory board member at Lasertec
Corporation

0 shares

Reason for Election for the Outside Audit & Supervisory Board Member Candidate
Miyuki Ishiguro has considerable practical experience as well as advanced capabilities and insight incorporate affairs law as a partner in a major law firm. The Company believes that she will be able todraw on the considerable practical experience mentioned above and her experience as an outside
officer in other companies to deal with auditing from a neutral and objective perspective. Ms. Ishiguro
has no experience of direct involvement in company management through methods other than as an
outside officer, but for the foregoing reasons the Company judges that she is capable of appropriately
performing her duties as an outside audit & supervisory board member.
Notes:
1. Miyuki Ishiguro, the candidate for audit & supervisory board member, serves as a partner at
Nagashima Ohno & Tsunematsu, a law firm that has a consulting contract with the Company.
The Benesse Group consults Nagashima Ohno & Tsunematsu on legal matters as the situation
requires, but the trading amount between the law firm and the Benesse Group was small in eachof the past three fiscal years. Consequently, Ms. Ishiguro meets the Company’s Criteria for
Independence of Outside Directors and Outside Audit & Supervisory Board Members and her
independence is not at issue. However, Nagashima Ohno & Tsunematsu, the law firm to which
Ms. Ishiguro belongs, has a policy preventing its lawyers who become outside officers at othercompanies from being notified to the Tokyo Stock Exchange as independent directors or- 18 -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.

2.

independent audit & supervisory board members. The Company does not therefore plan todesignate Ms. Ishiguro as an independent audit & supervisory board member.
If the audit & supervisory board member candidate Miyuki Ishiguro is elected, the Company
plans to form an agreement with her limiting liability for damages provided in Paragraph 1 of
Article 423 of the Companies Act. Based on the said agreement, in the case that Ms. Ishiguro
has been in good faith and without gross negligence in performing her duties, the limit for
liability for damages is the higher of the following: 10 million yen or the minimum liability
amount provided in Paragraph 1 of Article 425 of the Companies Act.

- 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.

Proposal 4: Decision on Amount and Content of Remuneration, etc., for Granting Restricted
Stock to Directors
The amount of remuneration, etc., paid to Company directors was revised to within 500 million yen(including 60 million yen for outside directors) per year at the Ordinary General Shareholders’ Meetingfor the 60th Period held on June 21, 2014. Subsequently, at the Ordinary General Shareholders’Meeting for the 61st Period held on June 27, 2015, approval was received to grant up to 70 million yen
per year in stock acquisition rights as stock option remuneration to Company directors (excluding
outside directors) and to designate these stock acquisition rights as part of the abovementioned 500
million yen per year remuneration, etc. This was followed by approval at the Ordinary General
Shareholders’ Meeting for the 62nd Period held on June 25, 2016, to increase the amount of
remuneration, etc., paid to outside directors to within 70 million yen per year.
The Company’s basic policy when determining the amount and content of director remuneration, etc.,
is to help achieve sustained medium- to long-term increase in corporate value for the entire Group. To
this end, the Company has a compensation structure for directors that emphasizes medium- to longterm performance in conjunction with short-term business results. Furthermore, the Group has adopted
competitive compensation standards within the abovementioned limit for remuneration, etc., that arecommensurate with the roles, abilities, and responsibilities required of the Group’s directors in thecourse of promoting Group management. Remuneration, etc., for directors (excluding outside
directors) comprises basic compensation, which is set based on expectations for the director’s role ineach fiscal year; stock option remuneration, which is granted as an incentive to improve corporate
performance based on each directors’ annual salary and years of service; and performance-linked
bonuses that are paid taking into account the Company’s business results for each fiscal year and otherfactors.
The Company now intends to replace the current stock option remuneration by introducing a plan(hereinafter the “Plan”) that grants restricted stock to directors (excluding outside directors; hereinafter“Eligible Director[s]”), as described below. In doing so, the Company aims to strengthen thecorrelation with its medium- to long-term performance, provide directors with a further incentive tosustainably increase corporate value, and promote greater sharing of values between directors andshareholders. This proposal seeks shareholders’ approval to grant up to 70 million yen per year inmonetary receivables as compensation in order to grant restricted stock to Eligible Directors inaccordance with the Plan within the abovementioned limit for remuneration, etc. In order to ensurethat the system for remunerating directors is appropriate and the associated decision making process
is transparent, the Company has established a Nomination and Compensation Committee as anadvisory body to the Board of Directors. Outside directors account for more than half the members of- 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.

this committee, which has deliberated on the introduction of the Plan.
Provided this proposal is passed, the Company will abolish the system of stock option remuneration
for Company directors (excluding outside directors) with the exception of stock options alreadygranted, and it will no longer issue new stock acquisition rights as stock option remuneration to
directors. The current number of Eligible Directors is four, and if Proposal 2 (Election of Ten
Directors) is passed as proposed, the number of Eligible Directors would increase to five.
Details of the Plan
Eligible Directors acquire common shares of the Company allocated to them in accordance with aresolution of the Company’s Board of Directors by contributing the entire amount of monetarycompensation receivables paid to them by the Company under the Plan as an in-kind contribution.
Under the Plan, the total number of common shares of the Company to be issued or disposed of shallnot exceed 30,000 per year (however, the total number may be adjusted within a reasonable range inthe case of a stock split of the Company’s common shares [including a gratis allocation of theCompany’s common shares], consolidation of the Company’s common shares, or other reason
necessitating adjustment of the total number of the Company’s common shares to be issued or disposedof as restricted stock that arises on or after the date this proposal is passed).
The amount to be paid for each share shall be decided by the Company’s Board of Directors in a rangethat does not represent a particularly advantageous sum for the Eligible Directors receiving theCompany’s common shares, based on the closing price for the Company’s common shares on theTokyo Stock Exchange on the business day preceding the Board of Directors meeting deciding theissuance or disposal in question (if there is no closing price on that day, then the closing price on themost recent day of trading before that). Furthermore, for the issuance and disposal of the Company’scommon shares under the Plan, the Company and the Eligible Directors shall conclude a restricted
stock allocation agreement (hereinafter the “Allocation Agreement”) including the provisions detailed
below.
(1) Transfer restriction period
Eligible Directors are subject to restrictions (hereinafter “Transfer Restrictions”) prohibiting themfrom transferring, creating a security interest upon, or otherwise disposing of the common shares of
the Company allocated to them under the Allocation Agreement (hereinafter the “Allocated Shares”)
for a period of between three and five years from the date of allocation under the Allocation Agreement(hereinafter the “Transfer Restriction Period”), as determined in advance by the Company’s Board of
Directors.

- 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.

(2) Treatment at retirement
If an Eligible Director retires as a director of the Company before the end of the Transfer Restriction
Period, the Company will automatically acquire the Allocated Shares free of charge, unless there is alegitimate reason for the retirement, such as expiration of the director’s term of office or death.
(3) Lifting of Transfer Restrictions
Provided that an Eligible Director continues to hold his/her position as director of the Company
continuously throughout the Transfer Restriction Period, the Company will lift the Transfer
Restrictions with respect to all the director’s Allocated Shares when the Transfer Restriction Period
ends. However, if the Eligible Director in question retires as a director of the Company before the endof the Transfer Restriction Period due to a legitimate reason as stipulated in (2) above, such as
expiration of the director’s term of office or death, the Company will make rational adjustments to thenumber of Allocated Shares for which Transfer Restrictions are to be lifted and the timing of lifting
the Transfer Restrictions, as necessary. Once Transfer Restrictions have been lifted for the relevant
shares, the Company will automatically acquire the Eligible Director’s remaining Allocated Shares
free of charge.
(4) Treatment following organizational restructuring, etc.
Notwithstanding the provision in (1) above, if during the Transfer Restriction Period the Company’s
general shareholders’ meeting approves a matter relating to a merger agreement whereby the Company
would become the defunct entity, a share exchange agreement whereby the Company would become
a wholly owned subsidiary, a share transfer plan, or any other organizational restructuring, etc., theCompany will lift the Transfer Restrictions with respect to a number of the Allocated Shares prior to
the effective date for the organizational restructuring in question. The relevant number of AllocatedShares will be determined rationally by resolution of the Company’s Board of Directors based onwhether or not each Eligible Director’s term of office has expired, as well as on the period of timefrom each Transfer Restriction Period’s start date until the date on which the organizational
restructuring was approved. If the above applies, as soon as the Transfer Restrictions have been lifted
for the relevant shares, the Company will automatically acquire the Eligible Directors’ remaining
Allocated Shares free of charge.
(5) Other matters to be decided by the Board of Directors
In addition to the above, the method of indicating the parties’ intentions and making notifications withregard to the Allocation Agreement, the method of changing the Allocation Agreement, and othermatters to be decided by the Board of Directors will be included in the Allocation Agreement.

- 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.

Reference
Directors Compensation before and after Introduction of the Plan (Image)

Basic compensation
Short-term incentive (bonus)
Medium- to long-term incentive＜Current plan＞＜After revision＞

Total amount up to ¥500 million peryear (No change)

Total amount up to ¥500 million peryear (No change)*Outside directors receive only basic
compensation*Outside directors receive only basic
compensation

Stock options(Annual amount up to ¥70 million)- 23 -

Restricted stock compensation
plan (the Plan)(Annual amount up to ¥70 million)

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: Benesse Holdings, Inc. Criteria for Independence of Outside Directors and Outside
Audit & Supervisory Board Members (relates to Proposals 2 and 3)
Benesse Holdings, Inc. (“the Company”) shall determine that the Company’s outside directors, outside
audit & supervisory board members and the respective candidates for those posts possess a high degreeof independence when all of the following criteria are satisfied:(1) The individual has not served as business personnel*1 of the Company or its Group companies(hereinafter, “the Benesse Group”) in the current fiscal year or the past nine fiscal years.
(2) Individuals who have satisfied all of the following conditions (A) through (H) for the past threefiscal years:(A) The individual is not an entity for which the Benesse Group is a major client*2 and does notserve as business personnel thereof.
(B) The individual is not a major client of the Benesse Group*3 and does not serve as businesspersonnel thereof.
(C) The individual is not a major shareholder (directly or indirectly holding a voting interest of
10% or more) of the Company and does not serve as business personnel thereof.
(D) The individual does not serve as business personnel of an entity that is a major investee of theBenesse Group (in which the Benesse Group directly or indirectly holds a voting interest 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 than officer’s
compensation from the Benesse Group (or an individual belonging to an entity such as acorporation, association, or other group that has received such assets).
(F) The individual has not received a large charitable donation or subsidy*5 from the Benesse
Group and does not serve as business personnel of such a recipient.
(G) The individual is not an independent auditor of the Benesse Group and does not belong to a
corporation, association or other group that serves as an independent auditor of the Benesse
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 personnel of the othercompany.
(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 business personnel.*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 andpersons with specialized qualifications, such as certified public accountants and lawyers, inthe individual’s organization.
(b) Key business personnel of the Benesse Group in the current fiscal year or any of the past threefiscal years.
Notes:- 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.

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 posts
based on the Companies Act of Japan, as well as ordinary employees and others who conductbusiness operations.
2. An entity for whom the Benesse Group is a major client refers to an entity that satisfies any of thefollowing 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 the consolidated
net sales of the supplier group, in the most recent fiscal year.
(2) A supplier group to which the Benesse Group owes liabilities, where the Benesse Group’s total
amount of liabilities toward the supplier group exceeds the higher of ¥100 million or 2% of theconsolidated 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 the Benesse
Group’s trading amount with the client group exceeds the higher of ¥100 million or 2% of theBenesse 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 clientgroup’s consolidated net sales, in the most recent fiscal year.
(3) A financial institution group (an entity belonging to the consolidated group to which the direct
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 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 most recent fiscal year.
5. An entity 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 grossincome in the past fiscal year.
6. Relatives refer to spouses, relatives within the second degree of kinship and those with whom alivelihood 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 -