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.

May 31, 2013

To Shareholders:Tamotsu Fukushima
Representative Director and President

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 59th Period
You are cordially invited to attend the Ordinary General Shareholders’ Meeting for the 59th period tobe held as described below.
If you are unable to attend the meeting, it would be appreciated if you would exercise yourvoting rights by one of the following methods after reviewing the enclosed 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 21, 2013 (JST).
Exercise of voting rights via the Internet
Please access the website for exercising voting rights (http://www.evote.jp/ [in Japanese only]), use
the “Login ID” and “Temporary Password” shown on the enclosed Voting Rights Exercise Form,and then indicate your approval or disapproval of each proposal by following the instructions on thescreen. Internet voting must be completed by 5:00 p.m. on Friday, June 21, 2013 (JST).
1. Date and Time:

June 22, 2013 (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 59th period (April 1, 2012 to March 31, 2013)
2. Report on the audit results of the consolidated financial statements for the 59th period by the
Independent Auditors and the Board of Corporate Auditors
Resolutions:
Proposal 1: Partial Amendment to the Articles of Incorporation
Proposal 2: Election of Ten Directors
4. Exercise of Voting Rights
Please refer to the following page.
-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.

Reference Materials for the General Shareholders’ Meeting
Proposals and reference matters
Proposal 1: Partial Amendment to the Articles of Incorporation
1. Reasons for the Amendment
To clarify the content of our business activities and to reflect the expansion of the scope ofour business activities, the required changes will be made to Article 2 (Purpose) of theexisting Articles of Incorporation.
2. The Amendment
The amendment to the existing Articles of Incorporation is as follows:(amended section underlined)

Relevant Segment of
Existing Articles of Incorporation

Proposed Amendment

Article 2. Purpose
Article 2. Purpose
The purpose of the Corporation shall be to engage in The purpose of the Corporation shall be to engage inthe following business activities and to control andthe following business activities and to control andmanage the business activities conducted bymanage the business activities conducted bycompanies (including foreign companies),
companies (including foreign companies),
partnerships (including entities overseas that are
partnerships (including entities overseas that areequivalent to partnerships), and other similar business equivalent to partnerships), and other similar business
entities that engage in the following business
entities that engage in the following businessactivities, by holding shares or equity in suchactivities, by holding shares or equity in suchcompanies:
companies:[omitted][unchanged](3) Development, manufacture, sale, rental,(3) Development, manufacture, sale, rental,
installation support, and maintenance of video,
installation support, and maintenance of video,
communication, information, audio, and educational communication, information, audio, and educational
devices and computers and related system software as devices and computers and related system software aswell as related data processing services;well as related data processing services as well as call[omitted]
center services;[unchanged](18) Commissioned clerical work related tohealthcare;[omitted](18) Clerical work performed on a commissioned orproxy basis for companies, organizations, andhealthcare institutions, etc.;[unchanged]

Proposal 2: Election of Ten Directors
All directors (eight) will complete their terms as of the end of this general shareholders’ meeting. We
have decided to increase the number of directors by two in order to further strengthen corporate
management. The proposal therefore is to elect ten directors, including four outside directors.
The candidates for director are as follows:-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.

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1969
Apr. 1973
May 1974
May 1976
May 1980
May 1985
Apr. 1986
May 1986
Apr. 2003

1

Soichiro
Fukutake(Dec. 14, 1945)

June 2003
June 2006
Feb. 2007
Apr. 2007
Oct. 2009

Joined Nissei Sangyo Co., Ltd.
Joined the Company
Director
Executive Director
Senior Executive Director
Director and Vice President
Representative Director and Vice President
Representative Director and President
Representative Director, Chairman, President
and Chief Executive Officer (CEO)
Representative Director, Chairman and CEO
Representative Director and Chairman
Representative Director, Chairman, President
and CEO
Representative Director, Chairman and CEO
Director and Chairman (current)(Other current key positions)
Chairman of the Board, Fukutake Foundation
Chairman of the Board, Fukutake Education and Culture
Foundation
Director of efu Investment Limited-3-

No. ofCompany
shares owned

42,500shares
Note 1 (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.

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1971
June 2000
Apr. 2003
Nov. 2005
June 2006

2

Tamotsu
Fukushima(Feb. 23, 1953)

Apr. 2007
Oct. 2009

Apr. 2013

Joined the Company
Director
Corporate Senior Executive Vice President
Corporate Senior Executive Vice President
and Chief Marketing Officer (CMO)
Director, Corporate Senior Executive Vice
President, and CMO
Representative Director, President, and Chief
Operating Officer (COO)
Representative Director and President of theCompany and Representative Director andPresident of Benesse Corporation
Representative Director and President of theCompany (current)(Other current key positions)
None

-4-

No. ofCompany
shares owned

87,000 shares

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

No.

Name
(Date of birth)

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

Apr. 2002

June 2003

Apr. 2004

June 20043

Kenichi
Fukuhara(Apr. 19, 1951)

June 2005
June 2006

Apr. 2007
June 2007

Apr. 2008

Jan. 2009

Oct. 2009

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

-5-

No. ofCompany
shares owned

7,300 shares

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

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)
June 2011

Representative Director, Executive Vice
President, and CFO of the Company andDirector and Chairman of Telemarketing
Japan, Inc. (currently TMJ, Inc.)(current)(Other current key positions)
Director and Chairman of TMJ, Inc.
Vice Chairman of the Board, Fukutake Foundation-6-

No. ofCompany
shares owned

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

No.

Name
(Date of birth)

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

4

Hitoshi
Kobayashi(Sept. 25, 1960)

Apr. 2007
June 2007
June 2012

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. (current)Group Executive of the Company
Director of the Company (current)(Other current key positions)Representative Director and President of Benesse Style
Care Co., Ltd.

-7-

No. ofCompany
shares owned

700 shares

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

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1979
Apr. 1981
Apr. 2003
Apr. 2004
June 2007
Oct. 2009

Eiji Aketa(July 11, 1955)
5

June 2010
June 2011*New candidatefor director
Apr. 2013

Joined TONETS CORPORATION
Joined the Company
Corporate Senior Vice President
Corporate Executive Vice President
Director and Corporate Executive Vice
President
Director and Executive Vice President ofBenesse Corporation
Representative Director and Executive Vice
President of Benesse Corporation
Representative Director and Executive Vice
President of Benesse Corporation,
Representative Director and President ofSynform Co., Ltd., and Chief Kiban Officer(CKO) of the Company
Representative Director and President ofBenesse Corporation (current)(Other current key positions)Representative Director and President of Benesse
Corporation-8-

No. ofCompany
shares owned

8,000 shares

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

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Oct. 1978
Oct. 1998

Mark W. Harris(June 8, 1953)
6*New candidatefor director

Dec. 2001
Jan. 2002
Apr. 2003
Jan. 2010
Apr. 2013

Joined Berlitz International, Inc. (currently
Berlitz Corporation)
President and CEO of ELS Educational
Services, Inc.
Board Director of Berlitz International, Inc.
Executive Vice President and CEO of Berlitz
Language Services
Group Executive of the Company
President and CEO and COO of ELS
Educational Services, Inc. (current)
President and CEO of Berlitz Corporation(current)(Other current key positions)
President and CEO of Berlitz Corporation-9-

No. ofCompany
shares owned

0shares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

7

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.
Tamotsu Adachi
May 2003 Managing Director and Japan Representative(Oct. 12, 1953)of Carlyle Japan LLC
June 2003 Director of the Company*Candidate forNov. 2007 Managing Director and Co-Representative ofoutside director
Carlyle Japan LLC (current)
June 2009 Director of the Company (current)

No. ofCompany
shares owned

50,000shares(Other current key positions)Managing Director and Co-Representative of Carlyle
Japan LLC
Reason for Election and Time in Office for the Outside Director Candidate
The Company plans to have Tamotsu Adachi apply his international experience and considerable
experience and expertise in investment and management strategy formulation in the management of
the Company. As of the end of this general shareholders’ meeting, he has served as outside director
for nine years (four years since 2009).

- 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. 1977
May 1988
May 1992
July 1995
Oct. 1998
May 2002

Hiroyuki Mitani(Apr. 4, 1953)
8*Candidate foroutside director

July 2005
May 2007Mar. 2008
June 2009
Apr. 2013

Joined Kawasaki Steel Corporation
Joined The Boston Consulting Group K.K.
Director of Business Development
Department, General Electric Japan, Ltd.
General Manager of Customer Service,
Power Systems - Japan, GE International
President and General Manager of GE
Aircraft Engines Northern Pacific Co., Ltd.
President & General Manager of GE
Yokogawa Medical Systems, Ltd.
Corporate Officer of The General ElectricCompany
President and CEO of Novartis Pharma K.K.
President and Representative Director ofNovartis Holding Japan K.K.
Director of the Company (current)
Director and Executive Adviser of Novartis
Holding Japan K.K. and Director andExecutive Adviser of Novartis Pharma K.K.
(current)

No. ofCompany
shares owned

1,500 shares(Other current key positions)
Director and Executive Adviser of Novartis Holding Japan
K.K.
Director and Executive Adviser of Novartis Pharma K.K.
Reason for Election and Time in Office for the Outside Director Candidate
The Company plans to have Hiroyuki Mitani apply his international experience and considerable
experience and expertise in corporate management and management strategy formulation in the
management of the Company. As of the end of this general shareholders’ meeting, he has served as
outside director for four years.

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

No.

Name
(Date of birth)

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

Eikoh Harada(Dec. 3, 1948)
9*New candidatefor outside
director

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

No. ofCompany
shares owned

0 shares(Other current key positions)
Chairman, President and CEO, Representative Director of
McDonald’s Company (Japan), Ltd.
Chairman, President and CEO, Representative Director of
McDonald’s Holdings Company (Japan), Ltd.
Reason for Election for the Outside Director Candidate
The Company plans to have Eikoh Harada apply his international experience and considerable
experience and expertise in corporate management and management strategy formulation in the
management of the Company.

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

No.

Name
(Date of birth)

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

Daisuke Iwase(Mar. 17, 1976)
10*New candidatefor outside
director

Feb. 2009

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

No. ofCompany
shares owned

0 shares(Other current key positions)Representative Director and Executive Vice President of
LIFENET INSURANCE COMPANY
Reason for Election for the Outside Director Candidate
The Company plans to have Daisuke Iwase apply his international experience and considerable
experience and expertise in business startup, corporate management, and management strategy
formulation in the management of the Company.

- 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.

Notes:
1. (1) Soichiro Fukutake, a candidate for director, holds the number of shares indicated in theabove chart. In addition, efu Investment Limited, an asset management and investment
corporation of which Soichiro Fukutake is representative, placed 13,618,000 shares of theCompany as trust assets with the Master Trust Bank of Japan, Ltd.
(2) Soichiro Fukutake, a candidate for director, is chairman of the board of the Fukutake
Foundation, and Kenichi Fukuhara, another candidate for director, is vice chairman of the boardof the Fukutake Foundation. The Company has dealings with the Fukutake Foundation, including
those related to the operation of museums, etc. and the leasing of real estate.
2. No other candidate for director has any special interest in the Company.
3. Tamotsu Adachi, Hiroyuki Mitani, Eikoh Harada, and Daisuke Iwase are candidates for outside
director. The Company has designated Tamotsu Adachi and Hiroyuki Mitani as independent
directors based on the regulations of the Tokyo Stock Exchange and the Osaka Securities
Exchange, and has notified the exchanges of the same. The Company has no monetary dealings
with either of these two men other than compensation for their work as outside director, andneither of these two candidates has special interest ties with any of the executives of theCompany. The Company has also designated Eikoh Harada and Daisuke Iwase as independent
directors and plans to notify the above two exchanges of the same. The Company has nomonetary dealings with either of these two men, and neither of these two candidates has special
interest ties with any of the executives of the Company.
4. The Company has formed agreements with Outside Directors Tamotsu Adachi and Hiroyuki
Mitani limiting liability for damages provided in Paragraph 1 of Article 423 of the Companies
Act. Based on the said agreement, in the case that such outside director has been in good faithand without gross negligence in performing his duties, the limit for liability for damages is thehigher of the following: 10 million yen or the minimum liability amount provided in Paragraph 1
of Article 425 of the Companies Act. The Company plans to form the same agreements with
Eikoh Harada and Daisuke Iwase if they are elected as outside directors.

- 14 -