News Release: Tokyo Individualized Educational Institute, Inc. (4745 TSE 1)
May 27, 2021

Matters Concerning Controlling Shareholders, etc.
The following notification covers matters concerning controlling shareholders of the Company's
parent company, Benesse Holdings, Inc.
1. Trade name, etc. of the parent company, controlling shareholders (excluding the parentcompany), and other affiliated companies(Current as of February 28, 2021)
Exchanges, etc. where stock
Share of voting
Name
Attributecertificates issued by the parentrights (%)
company, etc. are listed
Benesse Holdings, Inc.

Parentcompany

61.92

Tokyo Stock ExchangeFirst Section

Note: Figures for shares of voting rights are rounded down to the lowest place value shown.

2. Position of parent company and other listed companies within the corporate group; relationshipbetween other listed companies and parent company, etc.
Benesse Holdings, Inc. is the parent company of the Company and holds 61.92% of voting
rights for the Company. The Company belongs to the Benesse Group ("the Group" below), whichis centered around Benesse Holdings, Inc., and is engaged in the following businesses.
[Education Business in Japan]
Off-campus learning business (remote teaching business targeting elementary to high school,
prep school business, English school business for children, etc.); learning business for schools[Global Children's Challenge Business]
Remote teaching business, primarily for pre-schoolers in Japan, China, Taiwan, and Indonesia;
etc.
[Nursing Care and Daycare Business]
Assisted living services business (senior citizen homes and residential management); at-homecare services business; adult daycare services business; nurse training business; children's
daycare and afterschool childcare management business; nurse job-matching business; fooddelivery service business for senior citizens; etc.
[Berlitz Business]
Language education business; global personnel training business; ELS business (study abroadsupport business); etc.
[Other]Mail-order business; pregnancy, childbirth, childrearing magazine publishing business; etc.
The Company belongs to the Group's Off-Campus Learning Company. By further enhancing
Group coordination on marketing activities, service development, and other activities through theuse of the brand power that stems from the Group's position with Benesse as an education
provider, other business resources, economies of scale, etc., the Company endeavors to raise1added value as well as increase enterprise value.
As of May 27, 2021, two members of the Company's seven Directors and four Audit &Supervisory Board Members are also executives of the parent company, etc. (one a Director, one
an Audit & Supervisory Board Member).
The Board of Directors is structured to strike an overall balance between appropriate, agile
decision-making on one side and supervision of execution on the other. In addition, efforts aretaken to cultivate an atmosphere conducive to free-spirited, constructive discussion and exchangeof opinions among the entire Board of Directors, including issues raised by independent outside
directors.
(Concurrent positions of executives)
Position

Director

Audit &Supervisory
BoardMember(Current of May 27, 2021)

Key positions at parent company, etc. orGroup companies

NameKenjiYamakawa

Naoto Saito

Reason forappointment

Group Executive Officer at Benesse
Holdings, Inc.
Director and Executive Vice President,
Executive Officer, General Manager of
School Company, General Manager of
Off-Campus Learning Company's Group
Business Sector, Benesse Corporation
Director, UP Inc.
Director, Tokyo Educational Institute Co.,Ltd.
Director, Ochanomizu Seminar Co., Ltd.
Director, Benesse BE studio Inc.
Director, Benesse i-Career Co., Ltd.
Director, Study Hacker Inc.

To further deepenGroup collaboration
through his wealthof experience andknowledge during
his many years inthe educationindustryStanding Audit & Supervisory BoardMember, Benesse Holdings, Inc.
Audit & Supervisory Board Member,
Benesse Corporation
Audit & Supervisory Board Member, Berlitz
Japan, Inc.
Audit & Supervisory Board Member,
Benesse InfoShell Co., Ltd.

To enhance theCompany's auditing
through hiswide-ranging
experience andbroad view ofbusiness
management,
finance, andaccounting in theBenesse GroupThe Company sees the above relationships between the Company on one side and the parentcompany and Group companies on the other as exerting no effect on the Company's independent
business activity and managerial decisions. As a listed company, the Company is responsible foritself and conducts business independently of the parent company.
3. Matters concerning transactions with controlling shareholders, etc.
(From March 1, 2020 to February 28, 2021)
Type

Name ofcompany, etc.

LocationCapital(1,000 yen)

Business

Share ofvoting rights(owned) (%)

2

Relationshipwith related
partyTransaction
details

Transactionamount(1,000yen)

Account
item

Endingbalance(1,000yen)Parentcompany

BenesseHoldings, Inc.

Kita-ku,Okayama-shi,
Okayama

13,739,696

Holdingcompany(Owned)61.9 directly

Concurrent
roles ofexecutives incapital andbusinessalliance

CMS
transaction*

300,221

Affiliatedcompany
deposits―Note: A cash management service (CMS) trade whereby the amount is listed as the average transaction amount or
the period.
The rate of interest is set reasonably according to market rates. The transaction amount does not include
consumption tax, etc.

The Company has formed a capital and business alliance with the parent company. Matters
having a significant impact on the management of the Company are handled appropriately inaccordance with the agreement.
With regard to transactions with the parent company and other Group companies, transactions
that are significant in terms of ensuring independence from the Group are deliberated uponthoroughly by the Board of Directors, including multiple independent outside directors, to discuss
the conditions of the transaction and the method for its finalization before finalizing the transaction.
For transactions with related parties, the Company stipulates criteria to determine, in light of thenature, significance, and otherwise of the transaction, whether or not the related party has aspecial interest. When making a decision, if the Board of Directors determines--through a review
conducted according to predetermined criteria--that a party has a special interest, then the party
cannot join in the decision by the Board.

4. Execution of protective measures for small shareholders when conducting transactions or thelike with controlling shareholders, etc.
The Company carries out business based on the principle of ensuring the independence ofbusiness administration and transactions in its relationships with the parent company and otherGroup companies. The conditions of transactions with the parent company and other Groupcompanies are determined in a rational manner upon deliberation that follows appropriate
procedures and takes into account such matters as recent market rates and market prices.

5. Matters requiring the proper understanding/judgement of company information by otherinvestors
There are no applicable matters.

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