DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail.

June 1, 2012

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 58th Period
You are cordially invited to attend the Ordinary General Shareholders’ Meeting for the 58th 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 the proposal on the enclosed Voting Rights Exercise
Form and return your completed form to us by 5:00 p.m. on Friday, June 22, 2012 (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 the proposal by following the instructions on thescreen. Internet voting must be completed by 5:00 p.m. on Friday, June 22, 2012 (JST).
1. Date and Time:

June 23, 2012 (Saturday), 1:30 p.m. (The reception desk will open at 12:30 p.m.)

2. Venue:

Head Office, Benesse Holdings,
3-7-17 Minamigata, Kita-ku, Okayama-shi, Okayama

3. Meeting AgendaReports:
1. Report on the business report, consolidated financial statements, and financial statements forthe 58th period (April 1, 2011 to March 31, 2012)
2. Report on the audit results of the consolidated financial statements for the 58th period by theIndependent Auditors and the Board of Corporate Auditors
Resolution:
Proposal: Election of Eight (8) Directors
The notes to the consolidated financial statements and the notes to the financial statements should in principle also be included inthis Notice of Convocation. However, these notes are posted on our website (http://www.benesse-hd.co.jp/en/ir/) in accordancewith Japanese law and the provisions of Article 15 of our Articles of Incorporation, and so they are not provided in this Notice.
As a result, the attachments to this Notice of Convocation are only part of the consolidated financial statements and the financial
statements audited by the Independent Auditors in their preparation of the accounting audit report.
-1-

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail.

Reference Materials for the General Shareholders’ Meeting
Proposal and reference matters
Proposal: Election of Eight (8) Directors
All directors (seven) will complete their terms as of the end of this general shareholders’ meeting.
We have decided to increase the number of directors by one in order to further strengthen corporatemanagement. The proposal therefore is to elect eight directors, including three outside directors.
The candidates for director are as follows: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 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)Representative Director of Fukutake Science and Culture
Foundation
Representative Director of Fukutake Education andCulture Foundation
Representative Director of Naoshima Fukutake Art
Museum Foundation
Representative Director of Fukutake Foundation for thePromotion of Regional Culture
Director of efu Investment Limited-2-No. ofCompany
shares owned

41,800shares
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. In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail.

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

2Tamotsu
Fukushima(Feb. 23, 1953)

Apr. 2007
Oct. 2009

Joined the Company
Director
Corporate Senior Executive Vice President
Corporate Senior Executive Vice President
and Chief Marketing Officer (CMO)
Director, Corporate Senior Executive VicePresident, and CMO
Representative Director, President, and Chief
Operating Officer (COO)
Representative Director and President of theCompany and Representative Director andPresident of Benesse Corporation (current)(Other current key positions)Representative Director and President of Benesse
Corporation-3-

No. ofCompany
shares owned

85,500sharesDISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail.

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 2004

3KenichiFukuhara(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 VicePresident and President of Benesse Style CareCo., Ltd.
Representative Director, Vice Chairman, andDeputy CEO
Representative Director, Vice Chairman, andDeputy CEO of the Company and Chairmanof the Board & CEO of Berlitz International,Inc.
Representative Director, Vice Chairman, andDeputy CEO of the Company andRepresentative Director, Chairman, andPresident of Telemarketing Japan, Inc.
Representative Director, Vice Chairman, andDeputy CEO of the Company andRepresentative 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.

-4-No. ofCompany
shares owned

6,000shares

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail.

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. (current)(Other current key positions)
Director and Chairman of Telemarketing Japan, Inc.

-5-No. ofCompanyshares owned

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail.

No.

Name(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)
July 1971
Apr. 1995
Apr. 2000
Apr. 2003
Apr. 2004
Apr. 2007
June 2007
Apr. 2008

4

YukakoUchinaga(July 5, 1946)

Oct. 2009

Joined IBM Japan
Director
Managing Director
Corporate Senior ExecutiveDirector and Corporate Senior Executive
Vice President
Technical Advisor to IBM Japan
Director of the Company
Director and Vice Chairman of the Companyand Chairman of the Board, CEO, andPresident of Berlitz International, Inc.
Director and Executive Vice President of theCompany and Chairman of the Board, CEO,and President of Berlitz International, Inc.
(currently Berlitz Corporation) (current)(Other current key positions)
Chairman of the Board, CEO, and President of Berlitz
Corporation
Board Chair of Japan Women’s Innovative Network (JWin), a nonprofit organization-6-

No. ofCompany
shares owned

2,500
sharesDISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail.

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

5Hitoshi
Kobayashi(Sept. 25, 1960)

Apr. 2007
June 2007
Oct. 2010

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
Representative Director and President of Bon
Sejour Corporation(Other current key positions)Representative Director and President of Benesse Style
Care Co., Ltd.

-7-No. ofCompany
shares owned

400
sharesDISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail.

No.

Name(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1968
June 1996
June 1997
June 2000
Apr. 2001
Apr. 2002

6Teruyasu
Murakami(Oct. 15, 1945)

Apr. 2006
Apr. 2008
June 2008
Apr. 2012

Joined Nomura Research Institute, Ltd.
Director
Managing Director
Executive Managing Director
Representative Director and Executive
Managing Director
Chief Corporate Counselor at Nomura
Research Institute, Ltd.
Guest Professor at the Faculty of Policy
Management, Keio University
Senior Fellow at Nomura Research Institute,Ltd.
Director of the Company (current)
Director of Research Institute for Industrial
Strategy (current)

No. ofCompany
shares owned

1,100shares(Other current key positions)
Director of Research Institute for Industrial Strategy

Reason for Election and Time in Office for the Outside Director Candidate
The Company plans to have Teruyasu Murakami apply his considerable experience and expertise incorporate management, IT, and the information industry in the management of the Company. As ofthe end of this general shareholders’ meeting, he has served as outside director for four years.

-8-DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail.

No.

Name(Date of birth)

Brief career summary(Position and responsibilities at the Companyand 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.
May 2003 Managing Director and Japan Representativeof Carlyle Japan LLC
Tamotsu Adachi
June 2003 Director of the Company(Oct. 12, 1953)
Nov. 2007 Managing Director and Co-Representative ofCarlyle Japan LLC (current)
June 2009 Director of the Company (current)

No. ofCompany
shares owned

49,600shares(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 ofthe Company. As of the end of this general shareholders’ meeting, he has served as outside director
for eight years.

-9-DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail.

No.

Name(Date of birth)

Brief career summary(Position and responsibilities at the Companyand other current key positions)Apr. 1977
May 1988
May 1992
July 1995
Oct. 1998
May 2002
July 2005

8Hiroyuki Mitani(Apr. 4, 1953)

May 2007Mar. 2008
June 2009

Joined Kawasaki Steel Corporation
Joined The Boston Consulting Group K.K.
Director of Business Development Dept.,
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.
(current)
President and Representative Director ofNovartis Holding Japan K.K. (current)
Director of the Company (current)No. ofCompanyshares owned

1,100shares(Other current key positions)
President and Representative Director of Novartis Holding
Japan K.K.
President and CEO 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 themanagement of the Company. As of the end of this general shareholders’ meeting, he has served as
outside director for three year.

- 10 -DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail.

Notes:
1. Regarding Soichiro Fukutake, a candidate for director:(1) The candidate holds the number of shares indicated in the above chart. In addition, efu
Investment Limited, an asset management and investment corporation of which thecandidate is representative, placed 13,618,000 shares of the Company as trust assets with theNomura Trust and Banking Co., Ltd.
(2) The candidate is representative director of Naoshima Fukutake Art Museum Foundation.
The Company has dealings with Naoshima Fukutake Art Museum 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. Teruyasu Murakami, Tamotsu Adachi, and Hiroyuki Mitani are candidates for outside director.
The Company has designated them as independent directors based on the regulations of theTokyo Stock Exchange and the Osaka Securities Exchange, and has notified the exchanges of thesame. The Company has no monetary dealings with any of these three men other thancompensation for their work as outside director, and none of these three candidates for director
has special interest ties with any of the executives of the company.
4. The Company has formed agreements with Outside Directors Teruyasu Murakami, 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 faith and without gross negligence in performing his duties, the limit for liability fordamages is the higher of the following: 10 million yen or the minimum liability amount provided
in Paragraph 1 of Article 425 of the Companies Act.

- 11 -