June 3, 2022

To Shareholders:Hitoshi Kobayashi
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 68th Period
The Benesse Holdings Ordinary General Shareholders’ Meeting for the 68th 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 24, 2022
(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 24,
2022 (JST).
1. Date and Time:
2. Venue:

June 25, 2022 (Saturday), 1:30 p.m.
(The reception desk will open at 0:45 p.m.)
Head Office, Benesse Holdings, Inc.
3-7-17 Minamigata, Kita-ku, Okayama-shi, Okayama

3. Meeting Agenda
Reports:
1. Report on the business report, consolidated financial statements, and financial statements
for the 68th period (April 1, 2021 to March 31, 2022)
2. Report on the audit results of the consolidated financial statements for the 68th 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

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

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 for the latest Information.

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Proposal 1: Partial Amendment of Articles of Incorporation
1. Reason for Amendment
The amending provisions provided in the proviso to Article 1 of the Supplementary Provisions of
the “Act for Partial Amendment of the Companies Act” (Act No. 70 of 2019) will be enforced on
September 1, 2022. To prepare for the implementation of an electronic provisions system for
documents for the General Shareholders’ Meeting, the Company proposes to make the following
amendments to the Articles of Incorporation of the Company.
(1) The proposed amendment of Paragraph 1, Article 15 stipulates an electronic provision
measure to be taken for information that constitutes the contents of reference documents forgeneral shareholders’ meetings, etc.
(2) The proposed amendment of Paragraph 2, Article 15 is a clause established to define the scopeof the matters to be stated in written documents to be delivered to shareholders who request thedelivery of written documents.
(3) The clause on the disclosure via the internet of reference documents for general shareholders’meetings, etc. and the deemed provision of information (current Article 15 of the Articles ofIncorporation) is deleted as it will become unnecessary.
(4) As a result of the foregoing deletion and new clauses, supplementary provisions concerning
the effective date, etc., are established.
2. Details of Amendment
Details of the amendment are set out below.
(Changes are underlined)
Existing Text
Changes Proposed
Article 15. (Disclosure via the Internet of [Delete]
Reference
DocumentsforGeneralShareholders' Meetings, etc. and the Deemed
Provision of Information)
The Corporation shall be deemed to haveprovided the shareholders with the necessary
information with respect to the matters to bestated or indicated in the reference documents
for the general shareholders' meetings, thebusiness reports, the nonconsolidated
financial statements, and the consolidated
financial statements, by disclosing suchinformation via the Internet in accordancewith the Ordinance of the Ministry of Justice.
[New]

Article 15 (Electronic Provision Measure,etc.)
When convening the general shareholders’meeting, the Corporation shall take anelectronic provision measure for informationthat constitutes the contents of reference
documents related to the general shareholders’meetings.
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Existing Text
[New]

Changes Proposed
2. Among matters for which electronic
provision measures will be taken, theCorporation may exclude all or part of thematters as set forth in the Ordinance of the
Ministry of Justice from written documents to
be delivered to shareholders who submit to the
Corporation a request for the delivery of
written documents by the record date forvoting rights.

[New](Supplementary Provisions)
1. The deletion of the current Article 15(Disclosure via the Internet of Reference
Documents for General Shareholders’Meetings, etc. and the Deemed Provision ofInformation) of the Articles of Incorporationand the establishment of the proposed
amendment to Article 15 (Electronic
Provision Measure, etc.) shall be effectivefrom the date of enforcement of the amending
provisions provided in the proviso to Article 1of the Supplementary Provisions of the Act for
Partial Amendment of the Companies Act(Act No. 70 of 2019) (hereinafter, the“Enforcement Date”).
2. Notwithstanding the preceding paragraph,the current Article 15 shall remain effective
for the General Shareholders’ Meeting whose
date falls within six months from the
Enforcement Date.
3. These Supplementary Provisions shall bedeleted after the later of either the date six
months from the Enforcement Date or the date
three months from the date of the General
Shareholders’ Meeting as set forth in thepreceding paragraph.

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Proposal 2: Election of Eight Directors
All directors (eight) will complete their terms as of the end of this general shareholders’ meeting.
The proposal is therefore to elect eight directors, including five non-executive directors (four ofwhom will be outside directors).
In order to ensure appropriate selection of candidates for director and transparency in theassociated decision making process, the Company has established the Nomination andCompensation Committee as an advisory body to the Board of Directors. Outside directors
account for more than half the members, as well as the position of chair of this committee, which
deliberates on the selection of candidates for director.
Furthermore, to realize the Medium-Term Management Plan, the Company specifies from theperspectives described below, skills that the members of the Board of Directors should possess,in order to maintain and improve the functions of the Board of Directors, which conducts
discussions of high quality, makes important management decisions, and carries out oversight.
(1) The Company deems it essential that candidates for director have actual management
experience, and requires each candidate for director to have experience in corporate
management, in order to perform management supervisory functions even more
effectively.
(2) In order for the Board of Directors to perform its function, while keeping the customer’s
perspective as the starting point of all the actions taken by the Company, the candidates
for director are required to have experience in B-to-C business, and in particular,
knowledge and experience in the education and nursing care businesses, which are thetwo pillars of the Company’s business, are required of the candidates for executive
director.
(3) From a strategic point of view, emphasis is placed on global, digital, and financial skills,
in order to promote the use of digital technologies in business, new domain and overseas
development, and portfolio management, with the aim of realizing the Medium-Term
Management Plan.

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The candidates for director are as shown below.

No.

1
2
3
4

Hitoshi
Kobayashi
ShinyaTakiyama
Kenji
Yamakawa
Hideaki
Fukutake

Name

Period in
officeRecord ofattendance atBoard ofDirectors
meetings during
68th period*

Reappointment

10 years

100% (15/15)

Reappointment

6 years

100% (15/15)

New
Appointment――

8 years

100% (15/15)

2 years

100% (15/15)

1 year

92% (11/12)

1 year

100% (12/12)――

Reappointment

5

Mutsuo Iwai

Reappointment

6

Yumiko Noda

Reappointment

7

Kohey
Takashima

Reappointment

8

Masaru Onishi

NewAppointment

Candidate for nonexecutive director
Candidate foroutside director
Candidate forindependent
director
Candidate foroutside director
Candidate forindependent
director
Candidate foroutside director
Candidate forindependent
director
Candidate foroutside director
Candidate forindependent
director* 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.
Specialized Industry
Leadership
Strategy
Knowledge
No.
Name
Corporate
Nursing B-to-C
Education
Global Digital FinanceManagement
Care
Business
Hitoshi
1●●●●●
Kobayashi
Shinya2●●●
Takiyama
Kenji
3
●
●
●
Yamakawa
Hideaki4●●
Fukutake
Mutsuo5●●●
Iwai
Yumiko
6
●
●
●
Noda
Kohey
7
●
●
●
●
Takashima
Masaru8●●●
Onishi

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No.

Name
(Date of birth)

Career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1985
Apr. 2000
Aug. 2002
Dec. 2003
Apr. 2007
June 2012
June 2014
May 2016

June 2016

1

Hitoshi
Kobayashi(Sep. 25, 1960)

Apr. 2020
June 2020
Apr. 2021
Apr. 2022

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

No. ofCompany
shares owned

23,625 shares(Other current key positions)Representative Director and President of Benesse
Corporation(Current responsibilities)
Overall Group Management
Education and Lifestyle Domains
Reason for Election for the Director Candidate
Hitoshi Kobayashi has been involved in management of the Benesse Group as a director of theCompany since June 2012. As Representative Director and President, COO of the Company sinceApril 2021, he has built a proven track record in leading business reform. He also has experiencein management of major subsidiaries including Benesse Style Care Co., Ltd. and Benesse
Corporation, as well as a wealth of experience and knowledge in the education, life, nursing care,and childcare domains. As Representative Director and President, CEO of the Company and
Representative Director and President of Benesse Corporation, he is currently exercising-8-

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

No.

Name
(Date of birth)

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

ShinyaTakiyama(June 2, 1971)

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

No. ofCompany
sharesowned

8,150
shares(Other current key positions)Representative Director and President of Benesse Style
Care Co., Ltd.
(Current responsibilities)
Nursing Care and childcare business fields
Reason for Election for the Director Candidate
Shinya Takiyama has a proven track record of involvement in the management of the Group as adirector of the Company since June 2016. In addition, he has experience of management at
Benesse Style Care Co., Ltd., as well as considerable experience and expertise in the nursing careand childcare business fields. As a Director and Senior Managing Executive Officer of theCompany, as well as Representative Director and President of Benesse Style Care Co., Ltd., heis currently leading efforts to steadily grow business and further enhance services of our nursing
care business, as well as appropriately carrying out supervision of the Group as a whole.
The Company therefore proposes him as a candidate for director, judging that he can be expected
to contribute to further enhancement of the Group’s corporate value.

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No.

Name
(Date of birth)

Career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1986
Apr. 2012
Jan. 2014
May 2016
June 2016
July 2017

Dec. 2017

Apr.2020
3

Kenji
Yamakawa(Feb. 6, 1964)
New
Appointment

June 2020

Apr. 2021
Mar. 2022
Apr. 2022

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

No. ofCompany
sharesowned

3,660
shares(Other current key positions)
Education and Lifestyle Domains(Current responsibilities)
Executive Vice President of Benesse Corporation and
Director of Tokyo Individualized Educational Institute,Inc.
Reason for Election for the Director Candidate
In addition to management experience as a director of a key subsidiary of the Group, Kenji
Yamakawa has considerable experience and knowledge as the person responsible for operationsin the school and teacher support business, and the cram school and classroom education business- 10 -

fields. As Senior Managing Executive Officer of the Company and Executive Vice President ofBenesse Corporation, he is currently leading efforts to steadily grow business and further enhanceservices of our educational business.
The Company therefore proposes him as a candidate for director, judging that he can be expected
to contribute to further enhancement of the Group’s corporate value.

No.

Name
(Date of birth)

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

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

Apr. 2013
June 2013
June 2014
Jan.2021

June 2021

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

No. ofCompany
shares owned

0 shares
Note 1(2) (3)(Other current key positions)
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
Hideaki Fukutake has appropriately supervised management as an outside director of theCompany since June 2014 and as a non-executive director of the Company since June 2021,
exercising the insights he brings from his non-executive director roles at Benesse Corporation as
well as global business experience and a shareholder perspective. In the Board of Directors andthe Nomination and Compensation Committee, he is using this extensive experience andspecialized knowledge to contribute to supervision of management for medium- to long-term
improvement of corporate value, as well as improvement of the transparency of the decisionmaking processes regarding management of the Company. He also supervises management froma shareholder perspective and contributes to the sustainable growth of the Company bycommunicating founding principles from a director’s standpoint as a member of the founding
family.
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The Company therefore proposes him as a candidate for director, judging that he can be expected
to contribute to further enhancement of the Group’s corporate value.

No.

Name
(Date of birth)

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

Mutsuo Iwai
(Oct. 29, 1960)
5*Candidate foroutside director
and independent
director

Mar. 2020
June 2020
June 2021

Mar. 2022

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 Chairperson of the Board of Japan
Tobacco Inc.
Deputy Chairperson of the Board of Japan 1,100 shares
Tobacco Inc.
Outside Director of the Company (current)
Deputy Chairperson of the Board of Japan
Tobacco Inc.
Outside Director of TDK Corporation.
(current)
Chairperson of the Board of Japan Tobacco
Inc.(current)(Other current key positions)
Chairperson of the Board of Japan Tobacco Inc.
Outside Director of TDK Corporation.
Reason for Election, Overview of the expected role,and Time in Office as the Outside Director
Mutsuo Iwai has a wealth of corporate management experience in companies that carry forward
BtoC business globally, as well as extensive specialized knowledge. In the Board of Directors
and the Nomination and Compensation Committee, he is using this extensive experience andspecialized knowledge to contribute to supervision of management for medium- to long-term
improvement of corporate value, as well as to improve the transparency of the decision-making
processes regarding management of the Company.
The Company therefore proposes him as a candidate for outside director, judging that as an
outside director he can be expected to fulfill a management supervisory function from theperspective of promoting the sustainable growth of the Company and enhancing its corporate
value over the medium to long term.
As of the end of this general shareholders’ meeting, he will have served as outside director for
two year.

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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)
6*Candidate foroutside director
and independent
director

Oct. 2017
Apr. 2019
June 2020

June 2021

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

No. ofCompany
shares owned

0 shares(Other current key positions)
Chairman and Representative Director, Veolia Japan K.K
Outside Director of Idemitsu Kosan Co., Ltd.
Reason for Election and Overview of the expected role as the Outside Director Candidate
and Time in Office as the Outside Director
Yumiko Noda has a wealth of corporate management experience in companies that carry forwardbusiness globally and extensive specialized knowledge of finance. In the Board of Directors andthe Nomination and Compensation Committee, she is using this extensive experience andspecialized knowledge to contribute to supervision of management for medium- to long-term
improvement of corporate value, as well as to improve the transparency of the management
decision-making processes regarding the management of the Company.
The Company therefore proposes her as a candidate for outside director, judging that as an outside
director she can be expected to fulfill a management supervisory function from the perspective ofpromoting the sustainable growth of the Company and enhancing its corporate value over the
medium to long term.
As of the end of this general shareholders’ meeting, she will have served as outside director for
one year.
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No.

Name(Date of birth)

Career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1998
June 2000
June 2011
Oct. 2015
July 2016

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

July 2018
Dec. 2018
May 2019
Oct. 2019
Mar. 2020
Apr. 2021
June 2021

Joined McKinsey & Company Inc. Japan
Representative Director and President ofOisix Inc. (now Oisix ra daichi Inc.) (current)
Representative Director of Eat, and Energize
the East (current)
Director of Oisix Hong Kong Co., Ltd.
(current)
Representative Director and Chairman ofTokushimaru Inc. (current)
Chairman of Japan Wheelchair Rugby
Federation (current)
Director of Oisix Inc. (current)
Director of Three Limes Inc. (current)
Director of WELCOM Co., Ltd. (current)
Outside Director of CARTA HOLDINGS,
INC. (current)
Vice Chairman, KEIZAI DOYUKAI (Japan
Association of Corporate Executives)(current)
Outside Director of the Company (current)

No. ofCompany
shares owned

5,700 shares(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
and Time in Office as the Outside Director
Kohey Takashima has a wealth of corporate management experience in companies that are
engaged in BtoC business, and specialized knowledge of e-commerce business. In the Board of
Directors and the Nomination and Compensation Committee, he is using this extensive
experience and specialized knowledge to contribute to supervision of management for mediumto long-term improvement of corporate value, as well as improvement of the transparency of the
management decision-making processes regarding the management of the Company.
The Company therefore proposes him as a candidate for outside director, judging that as an
outside director he can be expected to fulfill a management supervisory function from theperspective of promoting the sustainable growth of the Company and enhancing its corporate
value over the medium to long term.
As of the end of this general shareholders’ meeting, he will have served as outside director for
one year.

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No.

Name(Date of birth)

Career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1978
Apr. 2007
June 2009
Feb. 2010
Mar. 2011
Feb. 2012

Masaru Onishi(May 19, 1955)
8

Apr. 2014
June 2015
July 2018* New candidatefor outside
June 2019
director andindependent
directorFeb.2021
June 2021

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

No. ofCompany
shares owned

0 shares(Other current key positions)
Outside Director, Teijin Limited
Outside Director, Mitsui O.S.K. Lines, Ltd.
Outside Director, Kadoya Sesame Mills inc.
Senior Advisor, Alton Aviation Consultancy Japan Co.,Ltd.
Trustee, International University of Japan
Visiting Professor, Toyo University

Reason for Election and Overview of the expected role as the Outside Director Candidate
Masaru Onishi has a wealth of corporate management experience in companies that are engaged
in BtoC business globally, and broad experience and extensive specialized knowledge gained as
outside director of other companies. The Company therefore proposes him as a candidate foroutside 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.

- 15 -

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 procurement of products and other items, as well as dealing related to the operationof 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 director, holds 1,836,000 shares of the Company. 2.No other candidate fordirector has any special interest in the Company.
3. The Company judges that Mutsuo Iwai, Yumiko Noda and Kohey Takashima —each acandidate for director—meet its Criteria for Independence of Outside Directors and Outside
Audit & Supervisory Board Members. It has therefore designated these three candidates 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 any of thesethree candidates other than remuneration for their work as outside directors, and none of thesethree candidates has special interest ties with any of the executives of the Company. Likewise,
the Company has no monetary dealings with Masaru Onishi —a candidate for director— , andhe has no special interest ties with any of the executives of the Company. The Company
therefore plans to designate Masaru Onishi as an independent director and to notify the Tokyo
Stock Exchange, Inc. of the same.
4. The Company has formed agreements with non-executive directors Hideaki Fukutake,Mutsuo Iwai, Yumiko Noda and Kohey Takashima limiting liability for damages provided in
Paragraph 1 of Article 423 of the Companies Act. Based on the said agreements, in the casethat such non-executive director has been in good faith and without gross negligence inperforming his or 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 theCompanies Act. The Company plans to form the same agreement with the candidate fordirector Masaru Onishi if he is elected.
5. The Company has concluded a contract with an insurance company for a directors’ andofficers’ liability insurance policy covering all directors as the insured, as stipulated in
Paragraph 1 of Article 430-3 of the Companies Act, and bears all the premiums for thisinsurance. This policy indemnifies the insured against liability for damages, legal costs, etc.,
in cases where the liability arises from the execution of their duties. However, measures arein place that exclude coverage of the insurance for damages arising from an act carried out by
an insured who is aware that the act is in violation of laws or regulations, in order to protect
the appropriateness of the execution of the duties from being impaired. If a candidate isappointed as 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.

- 16 -

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 norserves as business personnel thereof.
(B) The individual is not a major client of the Benesse Group*3 nor serves as businesspersonnel thereof.
(C) The individual is not a major shareholder (directly or indirectly holding a voting interestof 10% or more) of the Company nor serves as business personnel thereof.
(D) The individual does not serve as business personnel of an entity that is a major investeeof the Benesse Group (in which the Benesse Group directly or indirectly holds a votinginterest of 10% or more).
(E) The individual is not a consultant, accounting expert or legal expert who has received
compensation in the form of a large amount of money or other assets,*4 other thanofficer’s compensation from the Benesse Group (or an individual belonging to an entity
such as a corporation, association, or other group that has received such assets).
(F) The individual has not received a large charitable donation or subsidy*5 from the Benesse
Group, or serve as business personnel of such a recipient.
(G) The individual is not an independent auditor of the Benesse Group and does not belong
to a corporation, association or other group that serves as an independent auditor of theBenesse Group.
(H) In cases where the business personnel of the Benesse Group have been appointed as
outside officers of other companies, the individual does not serve as business personnelof the other company.
(3) The individual is not a relative*6 of a person who meets either of the following conditions (a)or (b):(a) An individual who does not satisfy any of the foregoing conditions (A) through (H) in(2) above for one of the past three fiscal years. However, the business personnel
stipulated in conditions (A) through (D) and (F) and (H) shall refer only to key businesspersonnel.*7 Condition (E) shall apply only to persons with specialized qualifications,such as certified public accountants and lawyers. Condition (G) shall apply only to key
business personnel and persons with specialized qualifications, such as certified public
accountants and lawyers, in the individual’s organization.
(b) Key business personnel of the Benesse Group in the current fiscal year or any of the past
three fiscal years (for Outside Audit & Supervisory Board Members, this includes
directors who are not business personnel.)
Notes:
1. Business personnel refers to the executive directors and executive officers who execute theoperations of corporations and other groups, or other officers who execute the operations ofcorporations, etc. Business personnel also refers to employees, directors and other equivalentposts based on the Companies Act of Japan, as well as ordinary employees and others who
conduct business operations.
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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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