February 2022
Benesse Holdings, Inc.
Q&A Summary「Transfer of shares of Berlitz Corporation」■Date︓February 14, 2022 (Monday) 17:00－17:30■Respondents︓Tamotsu Adachi, Chairman and CEO
Shinsuke Tsuboi, Executive Officer, CFO and Managing Director ofFinance and Accounting
Hiroshi Nishimura, Executive Officer, Managing Director of theOffice of the CEO/COO

Excerpts from the Q&A session are summarized below with some additions and revisions forease of understanding.

Q: Negotiations for the share transfer began last year, and the original plan was tomake a decision after seeing this year's results. What significant factor led to thetiming of this decision?
A: While considering the option of continuing the business, we also informed you of ourintention to consider all possible alternative options to retaining the business, if it was notexpected to be profitable next year. We continued negotiations with the transferee during thistime, but ultimately, considering the global spread and prolonged nature of COVID-19,
uncertainty remained regarding the next year's results. In addition, after deliberating the roleof Berlitz and the implications on the business, we concluded that rather than keeping Berlitz
within our group, operating it with ILSC’s support would be better for Berlitz’s further growthand development. We also concluded that maintaining a cooperative relationship with Berlitz
while moving forward with our English and language businesses would not be a negative
move for us.
We had planned to make the announcement with the third quarter results on 7 February,
but as this was not possible, negotiations resulted in the announcement being made today.
Q: What influence will this share transfer have on Benesse’s English education andprograms in other language businesses? Will Benesse run the existing programs

alone?
A: Language education and English education are important topics in Japan, and we willcontinue to promote these businesses. We have a cooperative relationship with Berlitz and,as part of the sale agreement, are able to continue with our existing non-Berlitz businesses,
and our English education business, including Benesse BE Studio, our English language
school business for children, and Study Hacker, our business for working adults. Naturally,
we will continue with the English language education in our School ＆ Teacher Support
business, and strengthen the Shinkenzemi English educational program.
Q: What is the effect of the Berlitz share transfer on the cash flow?
A: Firstly, there has been a full waiver of all Berlitz debt, and no further working capital orother loans will be made to Berlitz in the future. There will also be around 1 billion yen
decrease in capital expenditure on an annual consolidated basis. Regarding our profit andloss statement, while we expect around 40 billion yen less in net sales than initial forecast,
we also expect operating income to come out even, thus resulting in minimal impact on theconsolidated profit and loss. Taking everything into account, we expect the effect on cash
flow to be insignificant.
Q: Recent shareholder returns are low compared to the past. Considering thereduction in tax and the debt waiver resulting from Berlitz share transfer, I think there
is some room for improvement. What are your thoughts?
A: In the forecast for the next financial year, the second year of our Medium-Term
Management Plan, we will factor in the effects of the Berlitz share transfer, including thereduction in tax, and consider at what stage it will be possible to increase the dividend while
maintaining the payout ratio of 35%.