June 11, 2020

To Shareholders:Tamotsu Adachi
Representative Director and President, CEO

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 66th Period
You are cordially invited to attend the Ordinary General Shareholders’ Meeting for the 66th
period to be 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 referencematerials.
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 26, 2020
(JST).
Exercise of voting rights via the Internet
Please access the website for exercising voting rights (https://www.evote.tr.mufg.jp [in Japaneseonly]), 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 the screen. Internet voting must be completed by 5:00 p.m. on Friday, June 26,
2020 (JST).
1. Date and Time:

June 27, 2020 (Saturday), 1:30 p.m. (The reception desk will open at 12:45
p.m.)

2. Venue:

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

3. Meeting Agenda
Reports:
1. Report on the business report, consolidated financial statements, and financial statements
for the 66th period (April 1, 2019 to March 31, 2020)
2. Report on the audit results of the consolidated financial statements for the 66th period by
the Independent Auditors and the Audit & Supervisory Board
Resolutions:
Proposal 1: Partial Amendment of Articles of Incorporation
Proposal 2: Election of Ten Directors-1-•Among the documents to be provided in conjunction with this Notice of Convocation,
the “Consolidated Statement of Changes in Equity” (consolidated), “Notes toConsolidated Financial Statements” (consolidated), “Statement of Changes in Equity”(non-consolidated), and “Notes to Financial Statements” (non-consolidated) are postedon the Company website (https://www.benesse-hd.co.jp/ja/ir/) in accordance with therelevant laws/regulations and Article 15 of the Company’s Articles of Incorporation andare thus not included herein. Please note that the business report audited by the Audit &Supervisory Board Members and the consolidated financial statements and nonconsolidated financial statements audited by the Audit & Supervisory Board Members
and the Independent Auditors are posted on the Company website noted above as well as
being included in the attachments to this Notice of Convocation.

•

If revisions are made to the business report, consolidated financial statements, nonconsolidated financial statements, or reference materials for the General Shareholders’Meeting, revised versions will be posted on the Company website (https://www.benessehd.co.jp/ja/ir/).

-2-

Proposal 1: Partial Amendment of Articles of Incorporation
1. Reason for Amendment
To make necessary amendments to Article 21 (Convener and Chairperson of Board of Directors
Meetings) of the Company’s Articles of Incorporation in order to enable flexible operation ofBoard of Directors Meetings according to the composition of the Company’s Board of Directors.
2. Details of Amendment
Details of the amendment are set out below.
Existing Text
Article 21. (Convener and Chairperson ofBoard of Directors Meetings)
1. Unless otherwise prescribed by law or bythese Articles of Incorporation, the chairman
shall convene board of directors meetings andshall also serve as chairperson.

(Changes are underlined)
Changes Proposed
Article 21. (Convener and Chairperson ofBoard of Directors Meetings)
1. Unless otherwise prescribed by laws andregulations, a director determined in advanceby the board of directors shall convene boardof directors meetings and shall also serve as
chairperson. In the absence or disability of
the relevant director, another director,
designated in accordance with an order ofpriority determined in advance by the boardof directors of the Corporation, shall convenesuch board of directors meetings and shallalso serve as chairperson.

2. A notice of convocation in regard to themeetings in the previous paragraph shall besent to each director and corporate auditor
three (3) days prior to the meeting date. Incase of urgent necessity, that period ofadvance notice may be abbreviated or, withthe consent of all directors and corporate
auditors, the board of directors meeting may
be held without following the above
convocation procedures.

2. A notice of convocation in regard to themeetings in the previous paragraph shall besent to each director and corporate auditor
three (3) days prior to the meeting date. Incase of urgent necessity, that period ofadvance notice may be abbreviated or, withthe consent of all directors and corporate
auditors, the board of directors meeting may
be held without following the above
convocation procedures.

3. In the absence or disability of thechairman, another director, designated inaccordance with an order of priority
determined in advance by the board of
directors of the Corporation, shall convenesuch board of directors meeting and shall also
serve as chairperson.

(Deleted)-3-

Proposal 2: Election of Ten Directors
All directors (ten) will complete their terms as of the end of this general shareholders’ meeting.
The proposal is therefore to elect ten directors, including five outside directors.
The candidates for director are as shown below.
In order to ensure appropriate selection of candidates for director and transparency in theassociated decision making process, the Company has established the Nomination andCompensation Committee as an advisory body to the Board of Directors. Outside directors
account for more than half the members of this committee, which deliberates on the selection ofcandidates for director.

No.

1
2
3
4

Record ofattendance at Boardof Directors
meetings during
66th period*
100% (14/14)
100% (14/14)

Name

Tamotsu Adachi Reappointment
HitoshiReappointment
Kobayashi
Shinya Takiyama Reappointment

100% (14/14)

Masaki
YamasakiHaruna Okada
Katsumi Ihara

Reappointment

93% (13/14)

Reappointment
Reappointment

100% (11/11)
91% (10/11)

Reappointment

8

Hideaki
FukutakeRyuji Yasuda

9

Mutsuo Iwai

New Appointment

10

Daisuke Iwase

New Appointment

5
6

7

Reappointment

Candidate for outside
director
Candidate forindependent director
Candidate for outside
director
Candidate for outside
director
Candidate forindependent director
Candidate for outside
director
Candidate forindependent director
Candidate for outside
director
Candidate forindependent director

100% (14/14)
86% (12/14)--* Occasions when written resolutions took the place of actual meetings of the Board of Directors
are omitted.

-4-

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. 1999
Dec. 2000
May 2003

1

Joined Mitsubishi Corporation
Joined McKinsey & Company, Inc. Japan
Partner at McKinsey & Company, Inc. Japan
President and CEO of Japan Lease Auto Co.
President and CEO of GE Fleet Services Co.
Managing Director and Japan Representativeof Carlyle Japan LLC
June 2003 Director of the Company
Nov. 2007 Managing Director and Co-Representative of
Carlyle Japan LLC
June 2009 Director of the Company
June 2016 Director of the Company
Chairman of Carlyle Japan LLC
Tamotsu Adachi
Oct. 2016 Representative Director and President, CEO(Oct. 12, 1953)of the Company (current)
Senior Advisor of Carlyle Japan LLC(current)
Aug. 2017 Head of Language Learning Company of theCompany
June 2019 Berlitz Corporation Chairman of the Board(current)

No. ofCompany
shares owned

78,074 shares(Other current key positions)
Berlitz Corporation Chairman of the Board(current)(Current responsibilities)
Berlitz Corporation
Reason for Election for the Director Candidate
Tamotsu Adachi has a proven track record of involvement in the management of the Group as an
outside director of the Company since June 2003. In addition, he has international experience andconsiderable experience and expertise in management strategy formulation and investment, andhis capabilities in corporate restructuring are rated highly. Since October 2016, Mr. Adachi has
been engaged in management supervision and execution as Representative Director, President,
and CEO. At the same time, he has demonstrated leadership in driving changes to bring about
recovery in the Group’s performance, key among which were improving the quality of products
and services, restructuring brands, and reforming the corporate culture.
The Company therefore proposes him as a candidate for director, judging that he can be expected
to contribute to further enhancement of the Group’s corporate value.

-5-

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
Apr. 2007
June 2012
June 2014

Oct. 2014

May 2016
2

Hitoshi
Kobayashi(Sep. 25, 1960)
June 2016

Apr. 2020

Joined the Company
Director of Benesse Care Corporation
Representative Director and President ofBenesse MCM Corporation
Director of Benesse Style Care Co., Ltd.
Representative Director and President ofBenesse Style Care Co., Ltd.
Director of the Company
Managing Director and General Manager ofCorporate Planning Division of the Company
and Representative Director and President ofBenesse Corporation
Managing Director and Head of Overseas
Business Development Company of theCompany
Representative Director, Executive Vice
President (current), and Head of Overseas
Business Company of the Company, andRepresentative Director and Executive Vice
President of Benesse Corporation
Head of Zemi Business Company andOverseas Business Company of theCompany, and Representative Director andPresident of Benesse Corporation (current)
Head of Extracurricular Education Companyof the Company (current)

No. ofCompany
shares owned

12,645 shares(Other current key positions)Representative Director and President of Benesse
Corporation(Current responsibilities)
Extracurricular Education Company, School and Teacher
Support Business Company, Global Kodomo Challenge
Company, and Kids & Family Division

Reason for Election for the Director Candidate
Hitoshi Kobayashi has a proven track record of involvement in the management of the Group asa director of the Company since June 2012. In addition, he has experience of management at key
Group subsidiaries such as Benesse Style Care Co., Ltd. and Benesse Corporation, as well as
considerable experience and expertise in the education, nursing care, and childcare business fields.
He is currently engaged in management supervision and execution as Representative Director andExecutive Vice President of the Company. At the same time, he is spearheading efforts to pursue-6-recovery in performance at Benesse Corporation as director in charge of the education business.
The Company therefore proposes him as a candidate for director, judging that he can be expected
to contribute to further enhancement of the Group’s corporate value.

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No.

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1996
Mar. 2003
July 2011
July 20133

ShinyaTakiyama(June 2, 1971)

Joined the Company
Director of Benesse Care Corporation
Director of Benesse Style Care Co., Ltd.
Representative Director and President ofBenesse Style Care Co., Ltd. (current)
Nov. 2014 Executive Officer and Head of Nursing Careand Childcare Business Company of theCompany (current)
June 2016 Director of the Company (current)
Apr. 2018 Corporate Executive Vice President of theCompany (current)

No. ofCompany
sharesowned

4,627
shares(Other current key positions)Representative Director and President of Benesse Style
Care Co., Ltd.
(Current responsibilities)
Nursing Care and Childcare Business Company
Reason for Election for the Director Candidate
Shinya Takiyama has a proven track record of involvement in the management of the Group as adirector of the Company since June 2016. In addition, he has experience of management at
Benesse Style Care Co., Ltd., as well as considerable experience and expertise in the nursing careand childcare business fields. He is currently engaged in management supervision and execution
as a director of the Company. At the same time, he is leading efforts to steadily grow businessand further enhance services as director in charge of the nursing care and childcare business.
The Company therefore proposes him as a candidate for director, judging that he can be expected
to contribute to further enhancement of the Group’s corporate value.

-8-

No.

4

Name
(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1989 Joined the Company
Nov. 2007 Representative Director and President of
Ochanomizu Seminar Co., Ltd.
Apr. 2014 Representative Director and President ofClassi Corporation (current)
Apr. 2015 Representative Director and President ofBenesse i-Career Co., Ltd.
July 2015 Executive Officer and Head of School andTeacher Support Business Company of theCompany and Representative Director andPresident of Benesse i-Career Co., Ltd.
June 2016 Executive Officer of the Company, Directorof Benesse Corporation, and Representative
Director and President of Benesse i-Career
MasakiCo., Ltd.
YamasakiJune 2017 Director of the Company (current) and(July 8, 1966)
Director and Executive Vice President ofBenesse Corporation (current)
Apr. 2018 Corporate Executive Vice President of theCompany (current)
AGG
Apr. 2020 General Manager, Overseas Business
Development Division of the Company

No. ofCompany
shares owned

4,395 shares(Other current key positions)
Director and Executive Vice President of Benesse
Corporation
Representative Director and President of Classi
Corporation(Current responsibilities)
Overseas Business Development Division
Reason for Election for the Director Candidate
Masaki Yamasaki has a proven track record of involvement in the management of the Group asa director of the Company since June 2017. In addition, he has considerable experience andexpertise as the person responsible for operations in the school and teacher support businessfield. He also has experience of management at the Group’s cram school and a proven trackrecord of launching new businesses at subsidiaries. He is currently engaged in management
supervision and execution as a director of the Company. At the same time, he is demonstratingstrong leadership in developing new business overseas as director in charge of overseas
business development.
-9-

The Company therefore proposes him as a candidate for director, judging that he can be expected
to contribute to further enhancement of the Group’s corporate value.

- 10 -

No.

Name(Date of birth)5

HarunaOkada(Jan. 2, 1959)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1982 Joined the Company
Nov. 2005 Executive Officer and Head of Parenting
Company of the Company
May 2009 Member of the Labour Policy Council at the
Ministry of Health, Labour and Welfare
Apr. 2012 Director of Benesse Corporation (current)
June 2013 Chief Human Officer (CHO) of the Company
Oct. 2016 Head of Kids & Family Company and
Deputy General Manager of Personnel &Communications Division of the Company
Apr. 2017 Head of Kids & Family Company of theCompany
July 2017 Executive Officer and Head of Kids & Family
Company of the Company
Apr. 2018 Corporate Executive Vice President (current)and Head of Global Kodomo Challenge
Company of the Company (current)
June 2019 Director of the Company (current)

No. ofCompany
shares owned

28,287 shares(Other current key positions)
None(Current responsibilities)
Global Kodomo Challenge Company(deputy)
Reason for Election for the Director Candidate
Haruna Okada has experience of management as a director of a key Group subsidiary. In
addition, she has considerable experience and expertise as the person responsible for operationsin the correspondence courses for preschoolers and lifestyle business fields. She is currently
pursuing operational changes as Head of the Global Kodomo Challenge Company.
The Company therefore proposes her as a candidate for director, judging that she can be expected
to contribute to further enhancement of the Group’s corporate value.

- 11 -

No.

Name(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1973
May 1981
Oct. 2001
June 2004

June 2005
Katsumi Ihara(Sep. 24, 1950)

June 2009
June 2010

6*Candidate foroutside director
and independent
director

June 2011
Apr. 2015
June 2016
June 2018
June 2019

Joined Mitsui Knowledge Industry Co., Ltd.
Joined Sony Corporation
President of Sony Ericsson Mobile
Communications AB
Executive Deputy President, Group Chief
Strategy Officer (CSO), and Chief Financial
Officer (CFO) of Sony Corporation
Executive Deputy President and Corporate
Executive of Sony Corporation
Representative Director and Executive Vice
President of Sony Financial Holdings Inc.
Representative Director and President ofSony Financial Holdings Inc.
Representative Director and President ofSony Life Insurance Co., Ltd.
Director and Chairman of Sony Life
Insurance Co., Ltd.
Director and Chairman of Sony Financial
Holdings Inc.
Outside Director of Hitachi, Ltd. (current)
Outside Director of the Company (current)

No. ofCompany
shares owned

200 shares(Other current key positions)
Outside Director of Hitachi, Ltd.
Reason for Election and Time in Office for the Outside Director Candidate
Katsumi Ihara supervises management appropriately as an outside director, drawing on his
considerable experience in corporate management of global corporations and broad experienceand extensive specialized knowledge gained as outside director of other companies. In the Boardof Directors, he draws on this experience and expertise to actively offer opinions andrecommendations regarding important matters associated with the management of the Company.
He also comments actively in committee meetings as a member of the Nomination andCompensation Committee. Thus, he contributes to enhancing the transparency of decisionmaking processes within the Company’s management.
The Company therefore proposes him as a candidate for outside director. As of the end of thisgeneral shareholders’ meeting, he will have served as outside director for one year.

- 12 -

No.

Name(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 2000
Feb. 2006
Feb. 2009
June 20097

Hideaki
Fukutake(May 14, 1977)*Candidate foroutside director

Dec. 2012
Apr. 2013
June 2013
June 2014

Joined KEYENCE CORPORATION
Joined 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
Outside Director of the Company (current)

No. ofCompany
shares owned

0 shares
Note 1(3)(Other current key positions)
Vice Chairman of the Board, Fukutake Foundation
Director of efu Investment Limited
Reason for Election and Time in Office for the Outside Director Candidate
Hideaki Fukutake supervises management appropriately as an outside director, drawing on his
experience as an outside director of a key Group subsidiary and his shareholder’s perspective. In
the Board of Directors, he draws on this experience and expertise to actively offer opinions andrecommendations regarding important matters associated with the management of the Company.
He also comments actively in committee meetings as a member of the Nomination andCompensation Committee. Thus, he contributes to enhancing the transparency of decision making
processes within the Company’s management.
The Company therefore judges that he is capable of appropriately performing his duties as an
outside director and proposes him as a candidate for outside director. As of the end of this generalshareholders’ meeting, he will have served as outside director for six years.

- 13 -

No.

Name(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Jan. 1979
June 1991
June 1996
June 2003
Apr. 2004

Apr. 2015
Ryuji Yasuda(Apr. 28, 1946)
8*Candidate foroutside director
and independent
director

June 2015
Apr. 2018

Mar. 2020

Joined McKinsey & Company, Inc., Japan
Director of McKinsey & Company, Inc.,Japan
Managing Director and Chairman of A.T.
Kearney, Asia
Chairman of J-Will Partners Co., Ltd.
Professor at the Graduate School ofInternational Corporate Strategy at
Hitotsubashi University
Adjunct Professor at the Graduate School ofInternational Corporate Strategy at
Hitotsubashi University
Outside Director of the Company (current)
Adjunct Professor, Graduate School ofBusiness Administration, Hitotsubashi
University Department of International
Corporate Strategy (current)
Chairman Board of Trustees, Tokyo
Woman’s Christian University (current)

No. ofCompany
shares owned

2,500 shares(Other current key positions)
Adjunct Professor, Graduate School of Business
Administration, Hitotsubashi University Department ofInternational Corporate Strategy (current)
Outside Director of Yakult Honsha Co., Ltd.
Outside Director of ORIX Corporation
Outside Director of Kansai Mirai Financial Group, Inc.
Chairman Board of Trustees, Tokyo Woman’s Christian
University
Reason for Election and Time in Office for the Outside Director Candidate
Ryuji Yasuda supervises management appropriately as an outside director, having broad
experience and extensive specialized expertise including his work as a management consultant atinternational consulting firms, as a university professor, and as outside director of othercompanies. In the Board of Directors, he draws on this experience and expertise to actively offer
opinions and recommendations regarding important matters associated with the management of
the Company. He also comments actively in committee meetings as a member of the Nomination
and Compensation Committee. Thus, he contributes to enhancing the transparency of decision
making processes within the Company’s management.
The Company therefore judges that he is capable of appropriately performing his duties as an
outside director and proposes him as a candidate for outside director. As of the end of this generalshareholders’ meeting, he will have served as outside director for five years.
- 14 -

No.

Name(Date of birth)

Brief career summary(Position and responsibilities at the Company
and other current key positions)Apr. 1983
June 2006

Mutsuo Iwai

9June 2011

June 2013* New candidate Mar. 2016for outside
director andMar. 2020
independent
director

No. ofCompany
shares owned

Joined Japan Tobacco and Salt Public
Corporation
Member of the Board and Executive Vice
President of Japan Tobacco Inc.
Executive Vice President of JT International
S.A.
Senior Vice President of Japan Tobacco Inc.
Representative Director and Executive Vice
0 sharesPresident of Japan Tobacco Inc.
Deputy Chairman of the Board of Japan
Tobacco Inc. (current)(Other current key positions)
Deputy Chairman of the Board of Japan Tobacco Inc.

Reason for Election for the Outside Director Candidate
Mutsuo Iwai is judged to be capable of drawing on his considerable experience and expertise incorporate management of global corporations to supervise management as an outside director.
The Company therefore proposes him as a candidate for outside director.

- 15 -

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

10

June 2013* New candidatefor outside
June 2016
director andindependent
June 2018
director

Joined Boston Consulting Group
Joined Ripplewood Japan
Director and Vice President of Net Life
Planning Co., Ltd. (now Lifenet Insurance
Company)
Representative Director and Executive Vice
President of Lifenet Insurance Company
Outside Director of the Company
Representative Director, President and Chief
Operating Officer of Lifenet Insurance
Company
Representative Director and President ofLifenet Insurance Company
Director and Chairman of Lifenet Insurance
Company
Group Chief Digital Officer of AIA Group
Limited (to retire as of Aug. 2020)

No. ofCompany
shares owned

0 shares(Other current key positions)Group Chief Digital Officer, AIA Group Limited

Reason for Election and Time in Office for the Outside Director Candidate
Daisuke Iwase is judged to be capable of drawing on his considerable experience and expertise,especially in the digital domain, in corporate management of global corporations to supervise
management as an outside director. The Company therefore proposes him as a candidate foroutside director. He served as outside director of the Company for three years in the past (from2013 to 2016).

- 16 -

Notes:1. (1) Masaki Yamasaki, a candidate for director, is Representative Director and President ofClassi Corporation. The Company has dealings with Classi Corporation. related to monetaryloans.
(2) Hideaki Fukutake, a candidate for director, is vice chairman of the board of the Fukutake
Foundation. The Company has dealings with the Fukutake Foundation, including those related
to the operation of museums and the leasing of real estate.
(3) efu Investment Limited, an asset management and investment corporation of which
Hideaki Fukutake, a candidate for director, is representative, holds 7,858,000 shares of theCompany and has placed 6,809,000 shares of the Company as trust assets with the Master
Trust Bank of Japan, Ltd.
(4) Ryuji Yasuda, a candidate for director, serves as a Chairman Board of Trustees, Tokyo
Woman’s Christian University, which has dealings with the Benesse Group related to student
recruitment publicity, but the value of trading between Tokyo WomanWomen’s Christian
University and the Benesse Group in the most recent fiscal year did not exceed the higher of¥100 million or 2% of the Group’s consolidated net sales. Including the relevant trading, Mr.
Yasuda meets the Company’s Criteria for Independence of Outside Directors and Outside
Audit & Supervisory Board Members, and the Company has designated him as an independent
director. The Company’s Criteria for Independence of Outside Directors and Outside Audit &Supervisory Board Members meet the Tokyo Stock Exchange, Inc.’s requirements withregard to the independence of outside directors and outside audit & supervisory board members.
2. No other candidate for director has any special interest in the Company.
3. The Company judges that Katsumi Ihara and Ryuji Yasuda—each a candidate for director—
meet its Criteria for Independence of Outside Directors and Outside Audit & Supervisory
Board Members. It has therefore designated these two men as independent directors based on
the regulations of the Tokyo Stock Exchange, Inc., and has notified the exchange of the same.
The Company has no monetary dealings with either of these two men other than remuneration
for their work as outside directors, and neither of these two candidates has special interest ties
with any of the executives of the Company. Likewise, the Company has no monetary dealings
with Mutsuo Iwai and Daisuke Iwase, another candidate for director, and they have no special
interest ties with any of the executives of the Company. The Company therefore plans todesignate Mutsuo Iwai and Daisuke Iwase as independent directors and to notify the Tokyo
Stock Exchange, Inc.
4. Hideaki Fukutake, a candidate for director, is currently nonexecutive officer of Berlitz
Corporation, a subsidiary of the Company, and in the past was nonexecutive officer of Benesse
Corporation, a subsidiary of the Company.
5. The Company has formed agreements with outside directors Katsumi Ihara, Hideaki Fukutake,and Ryuji Yasuda limiting liability for damages provided in Paragraph 1 of Article 423 of theCompanies Act. Based on the said agreements, in the case that such outside director has beenin 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 amountprovided in Paragraph 1 of Article 425 of the Companies Act. The Company plans to form
the same agreement with the candidate for director Mutsuo Iwai and Daisuke Iwase if they
are elected.

- 17 -

Reference:Benesse Holdings, Inc. Criteria for Independence of Outside Directors andOutside Audit & Supervisory Board Members
Benesse Holdings, Inc. (“the Company”) shall determine that the Company’s outside directors,
outside audit & supervisory board members and the respective candidates for those posts possessa high degree of independence when all of the following criteria are satisfied:(1) The individual has not served as business personnel*1 of the Company or its Group companies(hereinafter, “the Benesse Group”) within the 10 years prior to appointment.
(2) Individuals who have satisfied all of the following conditions (A) through (H) for the past
three fiscal years:(A) The individual is not an entity for which the Benesse Group is a major client *2 or serveas business personnel thereof.
(B) The individual is not a major client of the Benesse Group*3 or serve as business personnel
thereof.
(C) The individual is not a major shareholder (directly or indirectly holding a voting interestof 10% or more) of the Company or serve as business personnel thereof.
(D) The individual does not serve as business personnel of an entity that is a major investeeof the Benesse Group (in which the Benesse Group directly or indirectly holds a votinginterest of 10% or more).
(E) The individual is not a consultant, accounting expert or legal expert who has received
compensation in the form of a large amount of money or other assets,*4 other thanofficer’s compensation from the Benesse Group (or an individual belonging to an entity
such as a corporation, association, or other group that has received such assets).
(F) The individual has not received a large charitable donation or subsidy*5 from the Benesse
Group, or serve as business personnel of such a recipient.
(G) The individual is not an independent auditor of the Benesse Group and does not belong
to a corporation, association or other group that serves as an independent auditor of theBenesse Group.
(H) In cases where the business personnel of the Benesse Group have been appointed as
outside officers of other companies, the individual does not serve as business personnelof the other company.
(3) The individual is not a relative*6 of a person who meets either of the following conditions (a)or (b):(a) An individual who does not satisfy any of the foregoing conditions (A) through (H) in(2) above for one of the past three fiscal years. However, the business personnel
stipulated in conditions (A) through (D) and (F) and (H) shall refer only to key businesspersonnel.*7 Condition (E) shall apply only to persons with specialized qualifications,such as certified public accountants and lawyers. Condition (G) shall apply only to key
business personnel and persons with specialized qualifications, such as certified public
accountants and lawyers, in the individual’s organization.
(b) Key business personnel of the Benesse Group in the current fiscal year or any of the past
three fiscal years (for Outside Audit & Supervisory Board Members, this includes
directors who are not business personnel.)
Notes:- 18 -

1. Business personnel refers to the executive directors and executive officers who execute theoperations of corporations and other groups, or other officers who execute the operations ofcorporations, etc. Business personnel also refers to employees, directors and other equivalentposts based on the Companies Act of Japan, as well as ordinary employees and others who
conduct business operations.
2. An entity for whom the Benesse Group is a major client refers to an entity that satisfies any of
the following conditions:(1) A supplier group that supplies products and services to the Benesse Group (an entity who
belongs to the consolidated group of the direct supplier), where the supplier group’s
trading amount with the Benesse Group exceeds the higher of ¥100 million or 2% of theconsolidated net sales of the supplier group, in the most recent fiscal year.
(2) A supplier group to which the Benesse Group owes liabilities, where the Benesse Group’s
total amount of liabilities toward the supplier group exceeds the higher of ¥100 million or
2% of the consolidated net sales of the supplier group, in the most recent fiscal year.
3. A major client of the Benesse Group refers to an entity that satisfies any of the following
conditions:(1) A client group to whom the Benesse Group supplies products and services, where theBenesse Group’s trading amount with the client group exceeds the higher of ¥100 million
or 2% of the Benesse Group’s consolidated net sales, in the most recent fiscal year.
(2) A client group holding liabilities owed to the Benesse Group, where the client group’s
total liabilities owed to the Benesse Group exceeds the higher of ¥100 million or 2% of
the client group’s consolidated net sales, in the most recent fiscal year.
(3) A financial institution group (an entity belonging to the consolidated group to which thedirect lender belongs) from which the Benesse Group has borrowed funds, where the total
amount of the Benesse Group’s borrowings from the financial institutions exceeds 2% of
the Benesse Group’s consolidated total assets in the most recent fiscal year.
4. A large amount of money or other assets refers to a monetary compensation value the averageof which over the past three fiscal years exceeds the higher of ¥10 million or 2% of the entity’s
net sales or gross income in the most recent fiscal year.
5. An entity receiving a large charitable donation or subsidy from the Benesse Group refers to anentity receiving a charitable donation or subsidy from the Benesse Group, the average of which
over the past three fiscal years exceeds the higher of ¥10 million or 2% of the entity’s net sales
or gross income in the past fiscal year.
6. Relatives refer to spouses, relatives within the second degree of kinship and those with whom
a livelihood is shared.
7. Key business personnel refer to business personnel such as executive directors, executive
officers and other officers who execute the operations of corporations, etc., as well as those
who execute key operations, such as division managers.

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