May 24, 2018

Matters Concerning Controlling Shareholders
Tokyo Individualized Educational Institute (TIEI) announces the following matters concerning
controlling shareholders with respect to its parent company, Benesse Holdings, Inc.
1. Names of parent company, controlling shareholders (other than parent company) andother affiliated companies(As of February 28, 2018)
Name
Attribute
Percentage ofExchange on which sharesvoting rights
issued by the parent company
owned (%)
are listed
Benesse Holdings, Inc.
Parent company
61.91
Tokyo Stock Exchange, First
SectionNote: Percentage of voting rights owned (%) is rounded down to the nearest two decimal places.
2. Position of TIEI (the listed company) in the corporate group of the parent company andrelationships with other listed companies and the parent company
Note: As of February 28, 2018
Benesse Holdings, Inc. is the parent company of TIEI, and owns 61.91 percent of TIEI voting
rights. TIEI is a member of the Benesse Group (the Group), which is centered on Benesse
Holdings, Inc., a holding company. The Group is engaged in the following businesses.
Domestic Education Company
Shinkenzemi and Kodomo Challenge correspondence courses, school and teacher support
business centered on Shinken Simulated Exams (mock university entrance exams), cramschools/prep schools, children’s English language class business, etc.
Overseas Business Company
Correspondence course business focused on preschool children in mainland China andTaiwan, etc.
Nursing Care and Childcare Company
Operation of nursing homes for the elderly, home help service business, daycare andafterschool childcare operation business, medical and nursing care staff placement business,food delivery services for seniors business, etc.
Language Learning Company
Language education business, ELS business (overseas study support business), global
leadership training business, interpreting and translation business, etc.
OthersMail-order business Tamahiyo Uchiiwai and Tamahiyo Shop (family celebration items),
Tamago Club and Hiyoko Club – magazines dealing with pregnancy, childbirth, and childrearing, operate and maintain an information system maintenance and information processing
service businesses, etc.
TIEI is part of the Domestic Education Company in the Group. Using the Group’s brand powerin the education industry and other business resources and economies of scale, TIEI works toincrease corporate value as well as added value by further promoting Group cooperation inareas such as marketing and service development.
As of May 24, 2018, out of TIEI’s five directors and four Audit & Supervisory Board members,
two (one director and one Audit & Supervisory Board member) also serve as directors or Audit &Supervisory Board members of the parent company. The composition of the Board of Directors
is determined by considering the balance so that the whole board can carry out appropriate andflexible decision-making and supervision of business execution. The entire Board of Directors
strives to foster an atmosphere of respect for open and constructive dialogue and exchange ofopinions, including the raising of concerns by independent outside directors.
Concurrent Positions of Directors and Audit & Supervisory Board Members (As of May 24, 2018)
Title
Name
Position at Parent Company or
Reason for Appointment
Other Group Company
DirectorKenji
Corporate Executive Vice President, To further deepen Group
Yamakawa
President of Area & Classroom
cooperation based on a
Education Business Company,
wealth of experience andBenesse Holdings, Inc.
knowledge in theDirector, President of Area &education industry overClassroom Education Businessmany yearsCompany, Benesse Corporation
Non-executive Director, UP Inc.
Director, Tokyo Educational InstituteCo., Ltd.
Director, Minerva Intelligence Co.,
Ltd. (currently Benesse BE StudioInc.)
President and Representative
Director, Ochanomizu SeminarCo., Ltd.
Audit &Naoto Saito
Corporate Executive Vice President, To enhance TIEI’s auditing
Supervisory
Director of Businesssystem by taking
Board
Performance Management
advantage of his broad
MemberDivision, Benesse Holdings, Inc.
experience and deep
Director, General Manager of
insight in management inBusiness Performance
the Benesse Group andManagement Division, Benesse
the field of finance andCorporationaccounting
Director, Berlitz Japan, Inc.
The relationship between TIEI and the parent company and its group companies is as
described above. It is our understanding that neither of these relationships affects TIEI’s own
business activities and management decisions. As a listed company, TIEI responsibly manages
its business independently from the parent company.
3. Transactions with controlling shareholders(March 1, 2017 to February 28, 2018)

Capital
Type

Parentcompany

Name ofCompany

BenesseHoldings,
Inc.

Location

Kita-ku,Okayama-shi,
Okayama(Thousandyen)

13,623,814

BusinessHoldingcompany

Percentage ofVoting Rights
Owned byParent (%)(Held by thecompany)
Directly 61.9

Relationshipwith Related
Parties

Equity andbusiness tieups
Concurrent
posts ofdirectors

Transaction
AmountTransactions(Thousandyen)

CMS transactions(Note)

300,137

Account
Item

Balance at
End ofPeriod(Thousandyen)

Affiliatedcompany
deposits

300,152

Note: These are transactions by a cash management service (CMS), and the transaction amount is the averagetransaction volume during the period. Interest rates are set in a reasonable manner taking market rates into
consideration. The transaction amount does not include consumption tax or other taxes.

TIEI has entered into a capital and business alliance with the parent company and deals withmatters that seriously affect its management appropriately in accordance with such agreement.
Regarding transactions with group companies including the parent company, decisions on
significant transactions are made after the terms and conditions of the transaction and thevalidity of the decision-making process are fully deliberated by the Board of Directors, which
includes multiple independent outside directors, from the standpoint of ensuring independence
from the group.
In addition, for transactions with related parties, TIEI has established criteria for determining
whether the related party has a special interest in light of factors including the nature andsignificance of the transaction. For Board of Directors resolutions, in accordance with thesecriteria the Board determines in advance whether or not any directors have a special interest.
Those who are deemed to have special interests based on the criteria may not participate in theresolution.
4. Implementation of measures for protecting minority shareholders in transactions with
controlling shareholders
TIEI executes its business based on maintaining independent business management andtransactions in relationships with group companies including the parent company. Moreover, theterms and conditions of transactions with group companies including the parent company are
determined rationally through consultation based on the market, market prices and otherinformation in accordance with appropriate procedures.
5. Other information necessary for investors to properly understand and make appropriate
decisions on company information
None applicable