June 1, 2018

To Shareholders:Tamotsu Adachi
Representative Director and President, CEO

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

Notice of Convocation of theOrdinary General Shareholders’ Meeting for the 64th Period
You are cordially invited to attend the Ordinary General Shareholders’ Meeting for the 64th
period to be 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 referencematerials.
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 22, 2018
(JST).
Exercise of voting rights via the Internet
Please access the website for exercising voting rights (https://www.evote.tr.mufg.jp [in Japaneseonly]), 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, June22, 2018 (JST).
1. Date and Time:

June 23, 2018 (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 for the 64th period (April 1, 2017 to March 31, 2018)
2. Report on the audit results of the consolidated financial statements for the 64th period by
the Independent Auditors and the Audit & Supervisory Board
Resolutions:
Proposal: Election of Ten Directors-1-

● Among the documents to be provided in conjunction with this Notice of Convocation, 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) are posted on the Company website(https://www.benesse-hd.co.jp/ja/ir/) in accordance with the relevant laws/regulations andArticle 15 of the Company’s Articles of Incorporation and are thus not included herein.
Therefore, the attachments hereto are portions of the consolidated financial statements and nonconsolidated financial statements audited by the Independent Auditors in their preparation of theaccounting audit report.

-2-

Proposal: Election of Ten Directors
All directors (ten) will complete their terms as of the end of this general shareholders’ meeting.
The proposal is therefore to elect ten directors, including five outside directors.
The candidates for director are as shown below.
In order to ensure appropriate selection of candidates for director and transparency in 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.

Name

1
2

Tamotsu Adachi
Shinjiro Iwata

Reappointment
Reappointment

345Kenichi Fukuhara
Hitoshi Kobayashi
Shinya Takiyama

Reappointment
Reappointment
Reappointment

6
7

Masaki Yamasaki
KiyoyukiTsujimura

Reappointment
Reappointment

8

Hideaki Fukutake

Reappointment

9

Ryuji Yasuda

Reappointment

10

Nobuo Kuwayama

Reappointment

Candidate for outside
director
Candidate for independent
director

Record ofattendance atBoard of Directors
meetings during
64rd period*
100% (17/17)
100% (17/17)

100% (17/17)
100% (17/17)
100% (17/17)

Candidate for outside
director
Candidate for independent
director
Candidate for outside
director
Candidate for outside
director
Candidate for independent
director
Candidate for outside
director
Candidate for independent
director

100%(12/12)
100% (17/17)

94% (16/17)
100% (17/17)

100% (17/17)* There were no occasions when written resolutions took the place of actual meetings of theBoard of Directors.

-3-

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1977
Jan. 1988
June 1995
Mar. 1997

1

Joined Mitsubishi Corporation
Joined McKinsey & Company, Inc. Japan
Partner at McKinsey & Company, Inc. Japan
Managing Director of Business Development
Department, GE Capital Japan
Mar. 1999 President and CEO of Japan Lease Auto Co.
Dec. 2000 President and CEO of GE Fleet Services Co.
May 2003 Managing Director and Japan Representativeof Carlyle Japan LLC
June 2003 Director of the Company
Nov. 2007 Managing Director and Co-Representative of
Carlyle Japan LLC
June 2009 Director of the Company
June 2016 Director of the Company
Tamotsu Adachi June 2016 Chairman of Carlyle Japan LLC(Oct. 12, 1953) Oct. 2016 Representative Director and President, CEOof the Company
Oct. 2016 Senior Advisor of Carlyle Japan LLC(current)
Aug. 2017 Representative Director and President, CEO,and Head of Language Learning Company of
the Company
Apr. 2018 Representative Director and President, CEOof the Company (current)

No. ofCompany
shares owned

59,255 shares(Other current key positions)
None(Current responsibilities)
Berlitz Corporation
Reason for Election for the Director Candidate
Tamotsu Adachi has a proven track record of involvement in the management of the Group as
an outside director of the Company since June 2003. In addition, he has international experienceand considerable experience and expertise in management strategy formulation and investment,
and his capabilities in corporate restructuring are rated highly. Since October 2016, Mr. Adachi
has been engaged in management supervision and execution as Representative Director andPresident, CEO of the Company. At the same time, he has demonstrated leadership in driving
changes to bring about recovery in the Group’s performance, key among which were improving
the quality of products and services, restructuring brands, and reforming the corporate culture.
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.

-4-

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1972
Sep. 2001
Oct. 2007
Apr. 2009
Apr. 20112

Shinjiro Iwata(June 6, 1948)

Apr. 2013*Candidate foroutside director
and independent
director

June 2014
Apr. 2016
June 2016

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

No. ofCompany
shares owned

1,600 shares(Other current key positions)
Adviser of Hitachi, Ltd.
Outside director of Hitachi Transport System, Ltd.
Outside Director of JVCKENWOOD Corporation
Outside Director of NACHI-FUJIKOSHI CORP.
Reason for Election and Time in Office for the Outside Director Candidate
Shinjiro Iwata has considerable experience and expertise in corporate management of global
corporations within the information and telecommunications field. In addition, he acts from thestandpoint of an outside director to run the Board of Directors appropriately as Director andChairman of the Company and comments actively as chairman of the Nomination andCompensation Committee. Thus, he contributes to management supervision and enhancing thetransparency of decision making processes within the Company’s management.
The Company therefore proposes him as a candidate for outside director. As of the end of thisgeneral shareholders’ meeting, he will have served as outside director for four years.

-5-

No.

Name
(Date of birth)

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

Apr. 2004
June 2004

June 2005

June 2006

Apr. 20073

Kenichi
Fukuhara(Apr. 19, 1951)

June 2007

Apr. 2008

Jan. 2009

Oct. 2009

June 2011
Oct. 2014

Apr. 2015
June 2016

Joined Nomura Securities Co., Ltd.
Head of Equity Sales at Nomura International
Ltd., London
Director of Nomura Securities Co., Ltd.
Executive Officer of Nomura Securities Co.,
Ltd. and Executive Officer of Nomura
Holdings, Inc.
Corporate Senior Executive Vice President of
the Company
Corporate Senior Executive Vice President of
the Company and Representative Director andPresident of Benesse Style Care Co., Ltd.
Director of the Company and Representative
Director and President of Benesse Style Care
Co., Ltd.
Director and Corporate Senior Executive Vice
President of the Company and Representative
Director and President of Benesse Style Care
Co., Ltd.
Representative Director, Vice Chairman, and
Deputy CEO of the Company
Representative Director, Vice Chairman, and
Deputy CEO of the Company and Chairmanof the Board and CEO of Berlitz
International, Inc.
Representative Director, Vice Chairman, and
Deputy CEO of the Company and
Representative Director, Chairman, andPresident of Telemarketing Japan, Inc.
Representative Director, Vice Chairman, and
Deputy CEO of the Company and
Representative Director and Chairman ofTelemarketing Japan, Inc.
Representative Director, Executive Vice
President, and Chief Financial Officer (CFO)of the Company and Representative Director
and Chairman of Telemarketing Japan, Inc.
Representative Director, Executive Vice
President, and CFO of the Company
Representative Director, Executive Vice
President, Chief Administrative Officer(CAO), and CFO of the Company
Representative Director, Executive Vice
President, and CAO of the Company
Representative Director, President, CEO and-6-

No. ofCompany
shares owned

12,375 shares

No.

Name
(Date of birth)

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

CAO of the Company, and Chairman of theBoard & CEO of Berlitz Corporation
Oct. 2016 Representative Director, Vice Chairman, andHead of Language Learning Company of theCompany, and Chairman of the Board & CEOof Berlitz Corporation
Aug. 2017 Representative Director and Vice Chairmanof the Company, and Chairman of the Boardof Berlitz Corporation (current)(Other current key positions)
Chairman of the Board & CEO of Berlitz Corporation
Vice Chairman of the Board, Fukutake Foundation(Current responsibilities)
Berlitz Corporation (deputy), Simul International, Inc., andNaoshima business
Reason for Election for the Director Candidate
Kenichi Fukuhara has a proven track record of involvement in the management of the Group asa director of the Company since June 2005. In addition, he has experience of management at
key Group subsidiaries such as Benesse Style Care Co., Ltd. and Berlitz Corporation,
experience of working overseas, and considerable experience and expertise in the financial
business field. He is currently engaged in management supervision and execution as
Representative Director and Vice Chairman of the Company. At the same time, he is pursuingchanges and recovery in performance at Berlitz Corporation as director in charge of thelanguage 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.

-7-

No.

Name
(Date of birth)

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

Oct. 2014
4

Hitoshi
Kobayashi(Sept. 25, 1960)

Apr. 2016
May 2016

June 2016

Oct. 2016

Nov. 2017

Apr. 2018

Joined the Company
Director of Benesse Care Corporation
Representative Director and President ofBenesse MCM Corp.
Director of Benesse Style Care Co., Ltd.
Senior Executive Director of Benesse Style
Care Co., Ltd.
Representative Director and President ofBenesse Style Care Co., Ltd.
Group Executive of the Company
Director of the Company
Director of Corporate Planning Division of
the Company
Managing Director of Corporate Planning
Division of the Company
Managing Director of Corporate Planning
Division of the Company and Representative
Director and President of Benesse
Corporation
Managing Director and Head of Overseas
Business Development Company of theCompany
Managing Director and Head of Overseas
Business Company of the Company
Representative Director, Executive Vice
President, and Head of Overseas BusinessCompany of the Company, andRepresentative Director and Executive Vice
President of Benesse Corporation
Representative Director, Executive Vice
President, and Head of Zemi BusinessCompany and Overseas Business Companyof the Company, and Representative Director
and President of Benesse Corporation
Representative Director, Executive Vice
President, and Head of Zemi BusinessCompany of the Company, andRepresentative Director and President ofBenesse Corporation
Representative Director, Executive Vice
President, Head of Zemi Business Company,
and Head of Overseas Business Company of
the Company, and Representative Director
and President of Benesse Corporation
Representative Director and Executive Vice
-8-

No. ofCompany
shares owned

4,939 shares

No.

Name
(Date of birth)

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

President of the Company, andRepresentative Director and President ofBenesse Corporation (current)(Other current key positions)Representative Director and President of Benesse
Corporation(Current responsibilities)
Zemi Business Company, School and Teacher Support
Business Company, “Area” and “Classroom” Education
Business Company, Preschool Education - Global
Company, and Kids & Family Division
Reason for Election for the Director Candidate
Hitoshi Kobayashi has a proven track record of involvement in the management of the Group asa director of the Company since June 2012. In addition, he has experience of management at
key Group subsidiaries such as Benesse Style Care Co., Ltd. and Benesse Corporation, as wellas considerable experience and expertise in the education, nursing care, and childcare businessfields. He is currently engaged in management supervision and execution as Representative
Director and Executive Vice President of the Company. At the same time, he is spearheading
efforts to pursue recovery in performance at Benesse Corporation as director in charge of theeducation 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.

-9-

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1996
Mar. 2003
July 2011
July 20135

ShinyaTakiyama(June 2, 1971)

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

No. ofCompany
shares owned

1,488 shares(Other current key positions)Representative Director and President of Benesse Style
Care Co., Ltd.
(Current responsibilities)
Nursing Care and Childcare Business Company
Reason for Election for the Director Candidate
Shinya Takiyama has a proven track record of involvement in the management of the Group asa director of the Company since June 2016. In addition, he has experience of management at
Benesse Style Care Co., Ltd., as well as considerable experience and expertise in the nursing
care and childcare business fields. He is currently engaged in management supervision andexecution as a director of the Company. At the same time, he is leading efforts to steadily growbusiness and further enhance services as director in charge of the nursing care and childcare
business.
The Company therefore proposes him as a candidate for director, judging that he can be
expected to contribute to further enhancement of the Group’s corporate value.

- 10 -

No.

6

Name
(Date of birth)

Masaki
Yamasaki(July 8, 1966)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1989 Joined the Company
Nov. 2007 Representative Director and President of
Ochanomizu Seminar Co., Ltd.
Apr. 2014 Executive Officer and Head of School andTeacher Support Business Company of theCompany, and Representative Director andPresident of Classi Corp.
Oct. 2014 Representative Director and President ofClassi Corp.
Apr. 2015 Representative Director and President ofBenesse i-Career Co., Ltd., andRepresentative Director and President ofClassi Corp.
July 2015 Executive Officer and Head of School andTeacher Support Business Company of theCompany, Representative Director andPresident of Benesse i-Career Co., Ltd., andRepresentative Director and President ofClassi Corp.
June 2016 Executive Officer and Head of School andTeacher Support Business Company of theCompany, Director of Benesse Corporation,
Representative Director and President ofBenesse i-Career Co., Ltd., andRepresentative Director and President ofClassi Corp.
June 2017 Director and Head of School and Teacher
Support Business Company of the Company,
Director and Executive Vice President ofBenesse Corporation, and Representative
Director and President of Classi Corp.
Apr. 2018 Director, Corporate Executive Vice President,
and Head of School and Teacher Support
Business Company of the Company, Directorand Executive Vice President of Benesse
Corporation, and Representative Director andPresident of Classi Corp. (current)- 11 -

No. ofCompany
shares owned

1,529 shares

(Other current key positions)
Director and Executive Vice President of Benesse
Corporation
Representative Director and President of Classi Corp.
(Current responsibilities)
Zemi Business Company (deputy), School and Teacher
Support Business Company (deputy), and “Area” and“Classroom” Education Business Company (deputy)
Reason for Election for the Director Candidate
Masaki Yamasaki has a proven track record of involvement in the management of the Group asa director of the Company since June 2017. In addition, he has considerable experience andexpertise as the person responsible for operations in the school and teacher support businessfield. He also has experience of management at the Group’s cram school and a proven trackrecord of launching new businesses at subsidiaries. He is currently engaged in management
supervision and execution as a director of the Company. At the same time, he is demonstratingstrong leadership in pursuing operational changes targeting educational reforms as director(deputy) in charge of the domestic education 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.

- 12 -

No.

Name(Date of birth)

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

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

No. ofCompany
shares owned

1,600 shares(Other current key positions)Representative Director and CEO of CarpeDiem, Inc.
Reason for Election and Time in Office for the Outside Director Candidate
Kiyoyuki Tsujimura supervises management appropriately as an outside director, having
considerable experience and expertise in corporate management of global corporations within
the information and telecommunications field. In the Board of Directors, he draws on thisexperience and expertise to actively offer opinions and recommendations regarding importantmatters associated with the management of the Company.
The Company therefore proposes him as a candidate for outside director. As of the end of thisgeneral shareholders’ meeting, he will have served as outside director for four years.

- 13 -

No.

Name(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 2000
Feb. 2006
Apr. 2007
Feb. 2009
June 20098

Hideaki
Fukutake(May 14, 1977)

June 2009

Dec. 2012*Candidate foroutside director

Apr. 2013
June 2013
June 2014

Joined KEYENCE CORPORATION
Joined SMS CO., LTD.
Division President of Nursing Care andMedical Care, and Media of SMS CO., LTD.
Director of efu Investment Limited (current)
Vice Chairman of the Board, Naoshima
Fukutake Art Museum Foundation
Vice Chairman of the Board, Fukutake
Foundation for the Promotion of Regional
CultureVice Chairman of the Board, Fukutake
Foundation (current)
Director of Berlitz Corporation (current)
Outside director of Benesse Corporation
Director of the Company (current)

No. ofCompany
shares owned

0 shares
Note 1(2)(Other current key positions)
Vice Chairman of the Board, Fukutake Foundation
Director of efu Investment Limited
Reason for Election and Time in Office for the Outside Director Candidate
Hideaki Fukutake supervises management appropriately as an outside director, drawing on his
experience as an outside director of a key Group subsidiary and his shareholder’s perspective.
In the Board of Directors, he draws on this experience and expertise to actively offer opinions
and recommendations regarding important matters associated with the management of theCompany. He also comments actively in committee meetings as a member of the Nomination
and Compensation Committee. Thus, he contributes to enhancing the transparency of decision
making processes within the Company’s management.
The Company therefore proposes him as a candidate for outside director. As of the end of thisgeneral shareholders’ meeting, he will have served as outside director for four years.

- 14 -

No.

Name(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Jan. 1979
June 1991
June 1996
June 2003
Apr. 2004

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

Apr. 2015

June 2015
Apr. 2018

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

No. ofCompany
shares owned

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

- 15 -

No.

Name(Date of birth)

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

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

Apr. 2006
Apr. 2010
June 2013
June 2016

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

No. ofCompany
shares owned

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

- 16 -

Notes:1. (1) Kenichi Fukuhara, a candidate for director, and Hideaki Fukutake, another candidate fordirector, are vice chairmen of the board of the Fukutake Foundation. The Company has
dealings with the Fukutake Foundation, including those related to the operation of museums
and the 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.
2. No other candidate for director has any special interest in the Company.
3. The Company judges that Shinjiro Iwata, Kiyoyuki Tsujimura, Ryuji Yasuda, and Nobuo
Kuwayama—each a candidate for director—meet its Criteria for Independence of Outside
Directors and Outside Audit & Supervisory Board Members. It has therefore designatedthese four men as independent directors based on the regulations of the Tokyo Stock
Exchange, and has notified the exchange of the same. The Company has no monetarydealings with any of these four men other than remuneration for their work as outside
director, and none of these four candidates has special interest ties with any of the executivesof the Company.
4. Hideaki Fukutake, a candidate for director, is currently nonexecutive officer of Berlitz
Corporation, a subsidiary of the Company, and in the past was nonexecutive officer ofBenesse Corporation, a subsidiary of the Company.
5. The Company has formed agreements with outside directors Shinjiro Iwata, Kiyoyuki
Tsujimura, Hideaki Fukutake, Ryuji Yasuda, and Nobuo Kuwayama limiting liability fordamages provided in Paragraph 1 of Article 423 of the Companies Act. Based on the said
agreements, in the case that such outside director has been in good faith and without grossnegligence in performing his duties, the limit for liability for damages is the higher of thefollowing: 10 million yen or the minimum liability amount provided in Paragraph 1 of
Article 425 of the Companies Act.

- 17 -

Reference: Benesse Holdings, Inc. Criteria for Independence of Outside Directors andOutside Audit & Supervisory Board Members (relates to Proposals 2 and 3)
Benesse Holdings, Inc. (“the Company”) shall determine that the Company’s outside directors,
outside audit & supervisory board members and the respective candidates for those posts
possess a high 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”) in the current fiscal year or the past ninefiscal years.
(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 and does
not serve as business personnel thereof.
(B) The individual is not a major client of the Benesse Group*3 and does not serve as
business personnel thereof.
(C) The individual is not a major shareholder (directly or indirectly holding a votinginterest of 10% or more) of the Company and does not serve as business personnel
thereof.
(D) The individual does not serve as business personnel of an entity that is a major 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 anentity 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 theBenesse Group and does not serve as business personnel of such a recipient.
(G) The individual is not an independent auditor of the Benesse Group and does not belong
to a corporation, association or other group that serves as an independent auditor of 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
business personnel.*7 Condition (E) shall apply only to persons with specialized
qualifications, such as certified public accountants and lawyers. Condition (G) shallapply only to key business personnel and persons with specialized qualifications, suchas 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 thepast three fiscal years.
Notes:- 18 -

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 anyof 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 toward 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 thetotal 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 theaverage of which over the past three fiscal years exceeds the higher of ¥10 million or 2% of
the entity’s net sales or gross income in the most recent fiscal year.
5. An entity receiving a large charitable donation or subsidy from the Benesse Group refers toan 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 withwhom 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.

- 19 -