June 4, 2021

To Shareholders:Tamotsu Adachi
Representative Director and Chairman, 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 67th Period
The Benesse Holdings Ordinary General Shareholders’ Meeting for the 67th period is to be held
as described below.
To prevent the spread of COVID-19 infections, if possible shareholders are requested torefrain from attending the meeting in person and to exercise their voting rights by postal
mail or online prior to the meeting after reviewing the reference materials below.
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 25, 2021
(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 25,
2021 (JST).
1. Date and Time:
2. Venue:

June 26, 2021 (Saturday), 13:30 (The reception desk will open at 12:45)
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 67th period (April 1, 2020 to March 31, 2021)
2. Report on the audit results of the consolidated financial statements for the 67th period by
the Independent Auditors and the Audit & Supervisory Board
Resolutions:
Proposal 1: Partial Amendment of Articles of Incorporation
Proposal 2: Election of Eight Directors

-1-

•

Among the documents to be provided in conjunction with this Notice of Convocation,“Status of Systems and Their Operation to Ensure Appropriate Work Practices” fromthe business report, the “Consolidated Statement of Changes in Equity” (consolidated),“Notes to Consolidated Financial Statements” (consolidated), “Statement of Changes in
Equity” (non-consolidated), and “Notes to Financial Statements” (non-consolidated) areposted on the Company website (https://www.benesse-hd.co.jp/ja/ir/) in accordance withthe relevant laws/regulations and Article 15 of the Company’s Articles of Incorporation
and are thus not included herein. Please note that the business report audited by the
Audit & Supervisory Board Members and the consolidated financial statements and nonconsolidated financial statements audited by the Audit & Supervisory Board Members
and the Independent Auditors are posted on the Company website noted above as well as
being included in the attachments to this Notice of Convocation.

•

If revisions are made to the business report, consolidated financial statements, nonconsolidated financial statements, or reference materials for the General Shareholders’Meeting, revised versions will be posted on the Company website (https://www.benessehd.co.jp/ja/ir/).

•

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 or other unavoidable circumstances will be notified on the Company website(https://www.benesse-hd.co.jp/ja/ir/). Please check the web page below for the latest
information.

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Proposal 1: Partial Amendment of Articles of Incorporation
1. Reason for Amendment
To make necessary amendments to Article 2 (Purpose) of the Company’s Articles ofIncorporation in order to clarify the business domain.
2. Details of Amendment
Details of the amendment are set out below.
Existing Text
Article 2. (Purpose)
The purpose of the Corporation shall be toengage in the following business activities
and to control and manage the businessactivities conducted by companies (including
foreign companies), partnerships (including
entities overseas that are equivalent topartnerships), and other similar business
entities that engage in the following businessactivities, by holding shares or equity in suchcompanies:(Changes are underlined)
Changes Proposed
Article 2. (Purpose)
The purpose of the Corporation shall be toengage in the following business activities
and to control and manage the businessactivities conducted by companies (including
foreign companies), partnerships (including
entities overseas that are equivalent topartnerships), and other similar business
entities that engage in the following businessactivities, by holding shares or equity in suchcompanies:(1) Provision of correspondence educationand simulation tests;(1) Planning, preparation, sale, and provisionof early childhood education, correspondence
education, simulation tests, and othereducational and learning support services
relating to educational advancement andsupplementary education, other aptitude tests,
as well as educational and learning support
services relating to development of academic
ability and skills, etc.;(partially revise and integrate paragraph 7 ofexisting text)(2) Publication and sale of books,
educational books, magazines, etc.;(2) (Unchanged)(3) Development, manufacture, sale, rental,
installation support, and maintenance ofvideo, communication, information, audio,
and educational devices and computers andrelated system software as well as related
data processing services as well as call center
services;(3) Development, licensing, sale, installation
support, management, and maintenance ofsoftware;(New)(4) Data processing services andinformational service business;(integrate paragraph 3 and part of paragraph
23 of existing text)-3-

(New)(5) Development, sale, rental, installation
support, management, maintenance, import,
and export of information devices;(revise part of paragraph 3 of existing text
and relocate)(4) Telecommunications business based on
the Telecommunications Business Act;

(6) (Unchanged)(5) Broadcasting business;(Delete)(6) Manufacture and sale of educational
materials and goods, toys, stationery, daily
necessities and sundries, clothing, home
appliances, furniture, clothing accessories,
interior decorations, arts and crafts, as well assale of pet goods;(7) Planning, manufacture, import, export,
and sale of educational materials and goods,
toys, stationery, daily necessities andsundries, clothing, home appliances,furniture, clothing accessories, interior
decorations, arts and crafts, and pet goods;(New)(8) Sale of foods (including rice and grains,
fresh foods, and health foods), beverages(including alcoholic beverages), quasi drugs,
and cosmetics;(partially revise and integrate paragraphs 30
and 31 of existing text)(7) Research and development as well as
production, sale, and implementation of
proficiency and aptitude tests;[Delete (partially revise and integrate into
paragraph 1)](8) Travel business;(9) (Unchanged)(9) Management of cram schools, language
schools, and other schools and classes;(10) Management of cram schools,
preparatory schools, language schools, andother schools and classes;(10) Management of child nurseries, after
school centers, and daycare centers;(11) (Unchanged)(11) Warehousing, freight transport, as wellas cargo handling and goods storage
business;(12) (Unchanged)(12) Lease of transport equipment;(Delete)(13) Real estate management, sale, purchase,
rental, and brokerage business;(13) (Unchanged)(14) Operation and rental of cultural
facilities as well as training and education
facilities, including campgrounds, parks,(14) Management of campgrounds, parks,
marinas, other leisure facilities, and sports
facilities;-4-marinas, and other leisure facilities as well as
sports facilities, art museums, andplanetariums;(New)(15) Management of cultural facilities
including art museums and planetariums aswell as training and education facilities;(revise part of paragraph 14 of existing text
and relocate)(15) Management of hotels, restaurants,
coffee shops, and aromatherapy salons;(16) Management of hotels, restaurants, andcoffee shops;(New)(17) Meal services and preparation and saleof boxed meals;(New)(18) Management of therapeutic massage andshiatsu practices;(16) Public bathhouse business;(Delete)(17) Business related to nonhospital nursing
care and nonhospital nursing;(19) (Unchanged)(New)(20) Laundry business;(18) Clerical work performed on acommissioned or proxy basis for companies,
organizations, and healthcare institutions,etc.;(21) (Unchanged)(19) Sale and lease/rental of equipment anddevices related to health and healthcare;(22) (Unchanged)(20) Planning, shooting，production, sale,rental, import, export, and distribution ofphotographic visual and audio works, etc.
and event promotion related to such works;(23) Planning, shooting, production, sale,
distribution, rental, import, export,
exhibition, and supply of photographic,
visual, and audio works, etc.;(21) Translation and interpreting business;(24) (Unchanged)(22) Planning and facilitation of domestic
and international cultural and educational
exchange;(25) (Unchanged)(23) Advertising agency and informational
service business;(26) Advertising agency business;(24) Worker dispatching business;(27) (Unchanged)-5-(25) Job placement business based on the
Employment Security Act;

(28) (Unchanged)(26) Nonlife insurance agency and operations
related to the solicitation of life insurance
subscriptions;(29) (Unchanged)(27) Consulting business related to
management, human resources development,
education, health, conference and event
organizing, healthcare, and diet;(30) Consulting business related to
management, human resources development,
education, health, conference and event
planning and organizing, healthcare, and diet;(28) Financial business, including thepossession, purchase, and sale of securities;
the purchase, sale, and commissioning ofclaims; money-lending business; and credit
card business;(31) (Unchanged)(29) Acquisition, transfer, and leasing ofintangible property rights, including
industrial property rights and copyrights; andcommissioned work related to property
rights;(32) Acquisition, use, management, transfer,and licensing of industrial property rights,
copyrights and other intangible property
rights, and know-how;(New)(33) Call center service business; and(relocate from paragraph 3 of existing text)(30) Sale of rice and grains, fresh foods,
preserved foods, processed foods, alcoholic
beverages, soft drinks, specialty beverages,
and seasonings;[Delete (partially revise and integrate into
paragraph 8)](31) Sale of quasi drugs, cosmetics, andhealth foods;[Delete (partially revise and integrate into
paragraph 8)](32) Production and sale of gardening trees,
plants, and materials as well as sale of fresh
flowers;(Delete)(33) Bank agency business; and(Delete)(34) All businesses which are incidental to or
related to those mentioned in the preceding
items.

(34) (Unchanged)-6-

Proposal 2: Election of Eight Directors
All directors (ten) will complete their terms as of the end of this general shareholders’ meeting.
Accordingly, to improve the speed of decision-making, with regard to executive directors, it is
proposed to reduce the number of directors by two by appointing the presidents of Benesse
Corporation and Benesse Style Care Co., Ltd., which supervise strategic business domains of theBenesse Group, as directors and nominate a total of eight directors, including five non-executive
directors (four of whom will be outside directors).
The candidates for director are as shown below.
In order to ensure appropriate selection of candidates for director and transparency in theassociated decision making process, the Company has established the Nomination andCompensation Committee as an advisory body to the Board of Directors. Outside directors
account for more than half the members of this committee, which deliberates on the selection ofcandidates for director.

No.

1
2
3
4

Record ofattendance at Boardof Directors
meetings during
67th period*
100% (13/13)
100% (13/13)

Name

Tamotsu Adachi Reappointment
HitoshiReappointment
Kobayashi
Shinya Takiyama Reappointment
Reappointment

5

Hideaki
Fukutake
Katsumi Ihara

6

Mutsuo Iwai

Reappointment

7

Yumiko Noda

New Appointment

8

Kohey
Takashima

New Appointment

Reappointment

100% (13/13)
Candidate for nonexecutive director
Candidate for outside
director
Candidate forindependent director
Candidate for outside
director
Candidate forindependent director
Candidate for outside
director
Candidate forindependent director
Candidate for outside
director
Candidate forindependent director

100% (13/13)
100% (13/13)

100% (11/11)--* Occasions when written resolutions took the place of actual meetings of the Board of Directors
are omitted.

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The table below summarizes the specialized knowledge and experience possessed by eachcandidate for director.

No.
1
2
3
4
5
6
7
8

Name

Tamotsu
Adachi
Hitoshi
Kobayashi
ShinyaTakiyama
Hideaki
Fukutake
KatsumiIhara
MutsuoIwai
YumikoNoda
Kohey
Takashima

Specialized industry
knowledge
Corporate
Education Nursing
Management
Care●

Strategy

Leadership●●

Digital●●GlobalFinance

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

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●

●

●

No.

Name
(Date of birth)

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

1

Joined Mitsubishi Corporation
Joined McKinsey & Company, Inc. Japan
Partner at McKinsey & Company, Inc. Japan
President and CEO of Japan Lease Auto Co.
President and CEO of GE Fleet Services Co.
Managing Director and Japan Representativeof Carlyle Japan LLC
June 2003 Director of the Company
Nov. 2007 Managing Director and Co-Representative of
Carlyle Japan LLC
June 2009 Director of the Company
June 2016 Director of the Company
Chairman of Carlyle Japan LLC
Oct. 2016 Representative Director and President of theCompany
Senior Advisor of Carlyle Japan LLC(current)
Tamotsu Adachi
Aug. 2017 Representative Director and President of the(Oct. 12, 1953)
Company, and Head of Language Learning
Company of the Company
June 2019 Representative Director and President of theCompany, and Head of Language Learning
Company of the Company, and Berlitz
Corporation Chairman of the Board(current)
June 2020 Representative Director and President, CEOof the Company
Apr. 2021 Representative Director and Chairman, CEOof the Company (current)

No. ofCompany
shares owned

88,986 shares(Other current key positions)
Berlitz Corporation Chairman of the Board(Current responsibilities)
Berlitz Corporation
Reason for Election for the Director Candidate
Tamotsu Adachi has been involved in management of the Benesse Group as an outside director
since June 2003. In October 2016, he was appointed as Representative Director, President of theCompany, and has a proven track record of leading the management of the Company. He also has
overseas experience as well as a wealth of experience and knowledge relating to formulation ofmanagement strategy and investment activities. Furthermore, he is highly rated for his skill inturning companies around. As Representative Director, Chairman, and CEO of the Company, hecurrently supervises and executes Company management, as well as promoting Group-wide-9-

sustainability and Environment, social, and governance (ESG) activities and exercising leadershipin the Berlitz business to raise the Company’s corporate value.
The Company therefore proposes him as a candidate for director, judging that he can be expected
to contribute to further enhancement of the Group’s corporate value.

- 10 -

No.

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

Oct. 2014

May 2016

2

Hitoshi
Kobayashi(Sep. 25, 1960)

June 2016

Apr. 2020

June 2020

Apr. 2021

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

No. ofCompany
shares owned

17,686 shares(Other current key positions)Representative Director and President of Benesse
Corporation(Current responsibilities)
Education and life business fields
Reason for Election for the Director Candidate
Hitoshi Kobayashi has been involved in management of the Benesse Group as a director of the- 11 -

Company since June 2012. As Representative Director and Executive Vice President of theCompany since May 2016, he has built a proven track record in leading business reform,
especially in the educational business domain he has been responsible for. 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, life, nursing care,and childcare domains. As Representative Director, Executive President, and COO of theCompany and Representative Director and President of Benesse Corporation, in the aim ofrestoring Group performance and achieving sustainable growth, he currently promotes the core
education and nursing care businesses, exercises leadership in reforming the organizational
climate guided by the Corporate Philosophy, supervises and executes Company management, andleads business 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.

- 12 -

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 20133

ShinyaTakiyama(June 2, 1971)

Joined the Company
Director of Benesse Care Corporation
Director of Benesse Style Care Co., Ltd.
Representative Director and President ofBenesse Style Care Co., Ltd. (current)
Nov. 2014 Executive Officer and Head of Nursing Careand Childcare Business Company of theCompany
June 2016 Director of the Company (current)
Apr. 2018 Corporate Executive Vice President of theCompany and Head of Nursing Care andChildcare Business Company of theCompany
Apr. 2021 Group Executive Officer (current)

No. ofCompany
sharesowned

6,381
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. He is currently engaged in management supervision and execution
as a director of the Company and Group Executive Officer. At the same time, he is leading efforts
to steadily grow business and further enhance services as Representative Director and Presidentof Benesse Style Care Co., Ltd.
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.

- 13 -

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

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

Dec. 2012
Apr. 2013
June 2013
June 2014
Jan.2021

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

No. ofCompany
shares owned

0 shares
Note 1(2) (3)(Other current key positions)Representative Director (Vice Chairman of the Board),
Fukutake Foundation
Director of efu Investment Limited
Representative Director of Minamigata Holdings Ltd.
Reason for Election for the Director Candidate
Since June 2014, Hideaki Fukutake has appropriately supervised management as an outside
director of the Company, exercising the insights he brings from his non-executive director roles
at Berlitz Corporation and Benesse Corporation as well as global business experience and ashareholder perspective. Using this extensive experience and specialized knowledge, he has
contributed to improving the transparency of the Company’s decision-making processes in the
Board of Directors and the Nomination and Compensation Committee. He is also expected tosupervise management from a shareholder perspective and contribute to the sustainable growthof 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.

- 14 -

No.

Name(Date of birth)

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

June 2005
Katsumi Ihara(Sep. 24, 1950)

June 2009
June 2010

5*Candidate foroutside director
and independent
director

June 2011
Apr. 2015
June 2016
June 2018
June 2019

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

No. ofCompany
shares owned

700 shares(Other current key positions)
Outside Director of Hitachi, Ltd.
Reason for Election, Overview of the expected role,and Time in Office as the Outside Director
Katsumi Ihara has a wealth of corporate management experience in global companies as well as
broad experience as an outside director of another company and deep specialized knowledge. As
chair of the Board of Directors and the Nomination and Compensation Committee, he has used
this extensive experience and specialized knowledge to contribute to improving the transparencyof the Company’s management decision-making processes.
The Company therefore proposes him as a candidate for director, judging that as an outside
director he 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, he will have served as outside director for
two years.

- 15 -

No.

Name(Date of birth)

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

6

Mutsuo Iwai
(Oct. 29, 1960)

June 2013
Mar. 2016*Candidate foroutside director
and independent
director

Mar. 2020
June 2020
June 2021

No. ofCompany
shares owned

Joined Japan Tobacco and Salt Public
Corporation
Member of the Board and Executive Vice
President of Japan Tobacco Inc.
Executive Vice President of JT International
S.A.
Senior Vice President of Japan Tobacco Inc.
Representative Director and Executive Vice
President of Japan Tobacco Inc.
Deputy Chairman of the Board of Japan 400 shares
Tobacco Inc. (current)
Outside Director of the Company (current)
Outside Director of TDK corporation(expected to assume the position)(Other current key positions)
Deputy Chairman of the Board of Japan Tobacco Inc.
Outside Director of TDK corporation (expected to assume
the position in June 2021)
Reason for Election, Overview of the expected role,and Time in Office as the Outside Director
Mutsuo Iwai has a wealth of corporate management experience in global companies and deep
specialized knowledge. In the Board of Directors and the Nomination and Compensation
Committee, he has used this extensive experience and specialized knowledge to contribute toimproving the transparency of the Company’s management decision-making processes.
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.

- 16 -

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
Yumiko Noda
(Jan. 26, 1960)

Oct. 2017
Apr. 20197* New candidatefor outside
June 2020
director andindependent
director

June 2021

No. ofCompany
shares owned

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 Infrastructure Department),
PwC Financial Advisory Services
Deputy Mayor, Yokohama City
Partner (Head of PPP and Infrastructure AsiaPacific ), PwC Advisory
Representative Director and President, Veolia
Japan K.K.
Chairperson,
Administrative
ReformCommittee,
Keizai
Doyukai(Japan 0 shares
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 and
Safety, Keidanren (Japan Business
Federation) (current)
Outside Director of Idemitsu Kosan Co., Ltd.
(expected to assume the position)(Other current key positions)Representative Director and Chairman of Veolia Japan
K.K.
Outside Director of Idemitsu Kosan Co., Ltd. (expected toassume the position in June 2021)

Reason for Election and Overview of the expected role as the Outside Director Candidate
Yumiko Noda has a wealth of corporate management experience and deep specialized knowledgeof finance. The Company therefore proposes her as a candidate for outside director, judging thatas an outside director she 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.

- 17 -

No.

Name(Date of birth)

Career summary(Position and responsibilities at the Company
and other current key positions)No. ofCompany
shares owned

May 1997

8

Established a private limited company Kohey(now Oisix ra daichi Inc.); Representative
Director
Apr. 1998 Joined McKinsey & Company Inc. Japan
June 2000 Representative Director and President ofOisix Inc. (now Oisix ra daichi Inc.) (current)
Sept. 2010 Representative Director of Gochimaru Inc.
June 2011 Representative Director of Eat, and Energize
the East (current)
Oct. 2015 Director of Oisix Hong Kong Co., Ltd.
Kohey
(current)
Takashima
July 2016 Representative Director and Chairman of(Aug.15, 1973)
Tokushimaru Inc. (current)
July 2018 Director of Japan Wheelchair Rugby 0 shares* New candidate
Association (current)
for outside
Dec. 2018 Director of Oisix Inc. (current)
director andMay 2019 Director of Three Limes, Inc. (current)
independentOct. 2019 Director of WELCOME Co., Ltd. (current)
director
Mar. 2020 Outside Director of CARTA Holdings, Inc.
(current)
Apr. 2021 Vice Chairman of Keizai Doyukai (Japan
Association of Corporate Executives)(current)(Other current key positions)Representative Director and President of Oisix ra daichi
Inc.
Outside Director of CARTA Holdings, Inc

Reason for Election and Overview of the expected role as the Outside Director Candidate
Kohey Takashima has a wealth of corporate management experience and specialized knowledgeof e-commerce business. 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 the perspective of promoting the sustainable growth of the Company and enhancing its
corporate value over the medium to long term.

- 18 -

Notes:1. (1) Hideaki Fukutake, a candidate for director, is representative director (vice chairman of theboard) of the Fukutake Foundation. The Company has dealings with the Fukutake Foundation,
including those related to the operation of museums and the leasing of real estate.
(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, holds 1,836,000 shares of the Company.
(4) The Benesse Group has dealings on matters including character licensing with Oisix radaichi Inc., of which Kohey Takashima, a candidate for outside director, is representative
director and president, but in the most recent fiscal year the trading amount between Oisix radaichi and the Benesse Group did not exceed the higher of ¥100 million yen or 2% of theBenesse Group’s consolidated net sales. Including these dealings, the Company judges that
Kohey Takashima meets its Criteria for Independence of Outside Directors and Outside Audit& Supervisory Board Members, and nominates him as an independent director. Please notethat the Company’s Criteria for Independence of Outside Directors and Outside Audit &Supervisory Board Members satisfy the independence requirements for outside directors andoutside audit & supervisory board members determined by the Tokyo Stock Exchange, Inc.
2. No other candidate for director has any special interest in the Company.
3. The Company judges that Katsumi Ihara and Mutsuo Iwai—each a candidate for director—
meet its Criteria for Independence of Outside Directors and Outside Audit & Supervisory
Board Members. It has therefore designated these two men as independent directors based on
the regulations of the Tokyo Stock Exchange, Inc., and has notified the exchange of the same.
The Company has no monetary dealings with either of these two men other than remuneration
for their work as outside directors, and neither of these two candidates has special interest ties
with any of the executives of the Company. Likewise, the Company has no monetary dealings
with Yumiko Noda nor Kohey Takashima, other candidates for director, and they have no
special interest ties with any of the executives of the Company. The Company therefore plans
to designate Yumiko Noda and Kohey Takashima as independent directors and to notify the
Tokyo Stock Exchange, Inc.
4. The Company has formed agreements with non-executive director Hideaki Fukutake,
Katsumi Ihara and Mutsuo Iwai 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 an
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 theminimum liability amount provided in Paragraph 1 of Article 425 of the Companies Act. The
Company plans to form the same agreement with the candidates for director Yumiko Noda
and Kohey Takashima if they are elected.
5. The Company has taken out a directors and officers’ liability insurance policy covering all
directors. This indemnifies directors covered by the policy from bearing liability relating to
the execution of their duties and any losses arising as a result of claims relating to pursuit ofsuch liability. However, there are some exemptions, including no indemnification of any suchlosses that may arise from deliberate misconduct or gross negligence. If a candidate isappointed as a director, he or 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.

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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.)- 20 -

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 equivalentposts based on the Companies Act of Japan, as well as ordinary employees and others who
conduct business operations.
2. An entity for whom the Benesse Group is a major client refers to an entity that satisfies any of
the following conditions:(1) A supplier group that supplies products and services to the Benesse Group (an entity who
belongs to the consolidated group of the direct supplier), where the supplier group’s
trading amount with the Benesse Group exceeds the higher of ¥100 million or 2% of theconsolidated net sales of the supplier group, in the most recent fiscal year.
(2) A supplier group to which the Benesse Group owes liabilities, where the Benesse Group’s
total amount of liabilities 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.

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