DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

May 30, 2014

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 60th Period
You are cordially invited to attend the Ordinary General Shareholders’ Meeting for the 60th 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 each proposal on the enclosed Voting Rights
Exercise Form and return your completed form to us by 5:00 p.m. on Friday, June 20, 2014 (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 each proposal by following the instructions on thescreen. Internet voting must be completed by 5:00 p.m. on Friday, June 20, 2014 (JST).
1. Date and Time:

June 21, 2014 (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 (See attached map.)

3. Meeting Agenda
Reports:
1. Report on the business report, consolidated financial statements, and financial statements forthe 60th period (April 1, 2013 to March 31, 2014)
2. Report on the audit results of the consolidated financial statements for the 60th period by the
Independent Auditors and the Board of Corporate Auditors
Resolutions:
Proposal 1: Partial Amendment to Articles of Incorporation
Proposal 2: Election of Ten Directors
Proposal 3: Revision of Amount of Compensation to Directors-1-

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

4. Exercise of Voting Rights
Please refer to the following page.

-2-

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

Reference Materials for the General Shareholders’ Meeting
Proposals and reference matters
Proposal 1: Partial Amendment to Articles of Incorporation
1. Reason for the Amendment
To reflect the expansion of the scope of our business activities, the required changes will bemade to Article 2 (Purpose) of the existing Articles of Incorporation.
2. The Amendment
The amendment to the existing Articles of Incorporation is as follows:(amended sections underlined)

Relevant Segment of
Existing Articles of Incorporation

Proposed Amendment

Article 2. Purpose
Article 2. Purpose
The purpose of the Corporation shall be to engage in The purpose of the Corporation shall be to engage inthe following business activities and to control andthe following business activities and to control andmanage the business activities conducted bymanage the business activities conducted bycompanies (including foreign companies),
companies (including foreign companies),
partnerships (including entities overseas that are
partnerships (including entities overseas that areequivalent to partnerships), and other similar business equivalent to partnerships), and other similar business
entities that engage in the following business
entities that engage in the following businessactivities, by holding shares or equity in suchactivities, by holding shares or equity in suchcompanies:
companies:[omitted][unchanged][addition](33) Bank agency business;(33) All businesses which are incidental to or related (34) All businesses which are incidental to or related
to those mentioned in the preceding items.
to those mentioned in the preceding items.

Proposal 2: Election of Ten Directors
All directors (ten) will complete their terms as of the end of this general shareholders’ meeting. The
proposal therefore is to elect ten directors, including five outside directors.
The candidates for director are as follows:-3-

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1972

1

Eikoh Harada(Dec. 3, 1948)

Joined National Cash Register Company
Japan, Ltd. (currently NCR Japan, Ltd.)
Nov. 1980 Joined Yokogawa Hewlett-Packard Co., Ltd.
Jan. 1983 Board Member of Schlumberger Group
Aug. 1990 Director of Marketing Department of AppleJapan, Inc.
Oct. 1994 Board Member of Apple Japan, Inc.
June 1996 Vice President of Apple Computer, Inc.
(USA)
Apr. 1997 Representative Board and General Manager
of Apple Japan, Inc.
Feb. 2004 Vice Chairman and CEO, Representative
Director of McDonald’s Company (Japan),
Ltd.
Mar. 2004 Vice Chairman and CEO, Representative
Director of McDonald’s Holdings Company(Japan), Ltd.
May 2004 Vice Chairman, President and CEO,
Representative Director of McDonald’sCompany (Japan), Ltd. and Vice Chairman,
President and CEO, Representative Directorof McDonald’s Holdings Company (Japan),
Ltd.
Mar. 2005 Chairman, President and CEO,
Representative Director of McDonald’sCompany (Japan), Ltd. and Chairman,
President and CEO, Representative Directorof McDonald’s Holdings Company (Japan),Ltd. (current)
June 2013 Director of the Company (current)
Mar. 2014 Chairman, Director of McDonald’s Company(Japan), Ltd. and Chairman, Director of
McDonald’s Holdings Company (Japan),Ltd.(current)

No. ofCompany
shares owned(Other current key positions)
Chairman, Director of McDonald’s Company (Japan), Ltd.
Chairman, Director of McDonald’s Holdings Company(Japan), Ltd.
Director of SONY CORPORATION-4-200 shares

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

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

2

Tamotsu
Fukushima(Feb. 23, 1953)

Apr. 2007
Oct. 2009

Apr. 2013

Joined the Company
Director
Corporate Senior Executive Vice President
Corporate Senior Executive Vice President
and Chief Marketing Officer (CMO)
Director, Corporate Senior Executive Vice
President, and CMO
Representative Director, President, and Chief
Operating Officer (COO)
Representative Director and President of theCompany and Representative Director andPresident of Benesse Corporation
Representative Director and President of theCompany (current)(Other current key positions)
None

-5-

No. ofCompany
shares owned

88,400 shares

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

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 20043

Kenichi
Fukuhara(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 Vice
President of the Company and President ofBenesse Style Care Co., Ltd.
Representative Director, Vice Chairman, and
Deputy CEO
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.

-6-

No. ofCompany
shares owned

8,600 shares

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

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.
Apr. 2014 Representative Director, Executive Vice
President, and CFO of the Company (current)(Other current key positions)
Vice Chairman of the Board, Fukutake Foundation-7-

No. ofCompany
shares owned

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

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

4

Hitoshi
Kobayashi(Sept. 25, 1960)

June 2007
June 2012
July 2013
Apr. 2014

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 (current)(Other current key positions)
None

-8-

No. ofCompany
shares owned

1,300 shares

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1979
Apr. 1981
Apr. 2003
Apr. 2004
June 2007
Oct. 2009
June 2010
June 2011

5

Eiji Aketa(July 11, 1955)
Apr. 2013
June 2013
Apr. 2014

Joined TONETS CORPORATION
Joined the Company
Corporate Senior Vice President
Corporate Executive Vice President
Director and Corporate Executive Vice
President
Director and Executive Vice President ofBenesse Corporation
Representative Director and Executive Vice
President of Benesse Corporation
Representative Director and Executive Vice
President of Benesse Corporation,
Representative Director and President ofSynform Co., Ltd., and Chief Kiban Officer(CKO) of the Company
Representative Director and President ofBenesse Corporation (current)
Director of the Company
Director and Chief Information Officer(CIO) of the Company (current)(Other current key positions)Representative Director and President of Benesse
Corporation-9-

No. ofCompany
shares owned

8,600 shares

DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

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

6

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.
Tamotsu Adachi May 2003 Managing Director and Japan Representative(Oct. 12, 1953)of Carlyle Japan LLC
June 2003 Director of the Company*Candidate for Nov. 2007 Managing Director and Co-Representative ofoutside director
Carlyle Japan LLC (current)
June 2009 Director of the Company (current)

No. ofCompany
shares owned

50,400 shares(Other current key positions)Managing Director and Co-Representative of Carlyle
Japan LLC
Director of Yamaha Motor Co., Ltd.
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 of
the Company. As of the end of this general shareholders’ meeting, he has served as outside director
for ten years (2003–2008; 2009–present).

- 10 -DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1998
Dec. 2001
Oct. 2006

Feb. 2009
Daisuke Iwase(Mar. 17, 1976)
7*Candidate foroutside director

June 2013
June 2013

Joined The Boston Consulting Group
Joined Ripplewood Japan, Inc.
Executive Vice President of Net Life
Planning Co., Ltd. (currently LIFENET
INSURANCE COMPANY)
Representative Director, Executive Vice
President of LIFENET INSURANCECOMPANY
Director of the Company (current)
Representative Director, President & COO,
Executive Officer of LIFENET
INSURANCE COMPANY (current)

No. ofCompany
shares owned

200 shares(Other current key positions)Representative Director, President & COO, Executive
Officer of LIFENET INSURANCE COMPANY
Reason for Election and Time in Office for the Outside Director Candidate
The Company plans to have Daisuke Iwase apply his international experience and considerable
experience and expertise in business startup, corporate management, and management strategy
formulation in the management of the Company. As of the end of this general shareholders’ meeting,he has served as outside director for one year.

- 11 -DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

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

Shinjiro Iwata(June 6, 1948)
8*New candidatefor outside
director

Apr. 2011
Apr. 2013

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. (current)

No. ofCompany
shares owned

0 shares(Other current key positions)Representative Executive Officer, Executive Vice President
and Executive Officer, Hitachi, Ltd.
Reason for Election for the Outside Director Candidate
The Company plans to have Shinjiro Iwata apply his international experience and considerable
experience and expertise in corporate management and the information and telecommunications fieldin the management of the Company.

- 12 -DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

No.

Name
(Date of birth)

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.
Executive Vice President and Member of theBoard of Directors of NTT DOCOMO, Inc.
(Implementation of executive officer system)
Executive Vice President and Member of theBoard of Directors of NTT DOCOMO, Inc.
Senior Executive Vice President and Memberof the Board of Directors of NTT DOCOMO,
Inc.
President and Chief Executive Officer andMember of the Board of Directors of
DOCOMO Engineering Inc. (current)

June 2004
KiyoyukiTsujimura(Jan. 11, 1950)
9*New candidatefor outside
director

June 2005

June 2008

June 2012

No. ofCompany
shares owned

0 shares(Other current key positions)
President and Chief Executive Officer and Member of theBoard of Directors of DOCOMO Engineering Inc.
Reason for Election for the Outside Director Candidate
The Company plans to have Kiyoyuki Tsujimura apply his international experience and considerable
experience and expertise in corporate management and the information and telecommunications fieldin the management of the Company.

- 13 -DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

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 2009

Hideaki
Fukutake(May 14, 1977)
10*New candidatefor outside
director

June 2009

Dec. 2012
Apr. 2013
June 2013

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

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 for the Outside Director Candidate
The Company plans to have Hideaki Fukutake apply his experience as an outside director of a key
Group subsidiary and his views from a shareholder’s perspective in the management of the Company.

- 14 -DISCLAIMER: This document is a translation of a part of the original Japanese Notice of Convocation and is for reference
purposes only. The original Japanese Notice of Convocation is posted on the following website: http://www.benessehd.co.jp/ja/ir/stock/shareholders_meeting.html. In the event of any discrepancy between this translated document and theJapanese original, the original shall prevail.

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, etc. and theleasing of real estate.
(2) efu Investment Limited, an asset management and investment corporation of which Hideaki
Fukutake, a candidate for director, is representative, holds 1,049,000 shares of the Company andhas placed 13,618,000 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 has designated Tamotsu Adachi and Daisuke Iwase as independent directors basedon the regulations of the Tokyo Stock Exchange, and has notified the exchange of the same. The
Company has no monetary dealings with either of these two men other than compensation for
their work as outside director, and neither of these two candidates has special interest ties withany of the executives of the Company. The Company also plans to designate Shinjiro Iwata andKiyoyuki Tsujimura as independent directors and to notify the above exchange of the same. The
Company has no monetary dealings with either of these two men, and neither of these twocandidates has special interest ties with any of the executives of the Company.
4. The Company has formed agreements with Outside Directors Tamotsu Adachi and Daisuke
Iwase 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 andwithout gross negligence in performing his duties, the limit for liability for damages is the higherof the following: 10 million yen or the minimum liability amount provided in Paragraph 1 of
Article 425 of the Companies Act. The Company plans to form the same agreements with
Shinjiro Iwata, Kiyoyuki Tsujimura, and Hideaki Fukutake if they are elected as outside directors.
Proposal 3: Revision of Amount of Compensation to Directors
The compensation paid to directors of the Company has remained unchanged since it was set atwithin 500 million yen for directors (including 50 million yen for outside directors) per year by aresolution at the 54th Ordinary General Shareholders’ Meeting held on June 22, 2008. The proposal isto revise the amount of compensation to directors to within 500 million yen for directors (including
60 million yen for outside directors) per year, in light of the increase in the number of outside
directors and other factors since that time.
If Proposal 2 is passed, the Company will have ten directors (including five outside directors).

- 15 -