News Release: Tokyo Individualized Educational Institute, Inc. (4745 TSE Prime Market)
May 26, 2022

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, 2022)
Exchanges, etc. where stock
Share of voting
certificates issued by the parent
Name
Attributerights (%)
company, etc. are listed
Benesse Holdings, Inc.

Parentcompany

61.94

Tokyo Stock Exchange
Prime Market

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 61.94% of voting rights
for the Company. The Company belongs to the Benesse Group ("the Group" below), which iscentered around Benesse Holdings, Inc., and is engaged in the following businesses.
Furthermore, on February 14, 2022, we sold off all shares we held in Berlitz Corporation, theconsolidated subsidiary of Benesse Holdings, Inc. that comprised Berlitz operations.
[Education Business in Japan]
Off-campus learning business (remote teaching business targeting elementary to high school,prep and school business), learning business for schools.
[Kids & Family Business]
Remote teaching business targeting pre-school children in areas such as Japan, China, andTaiwan, remote sales business, and magazine publishing.
[Nursing Care and Daycare Business]
Assisted living services business (senior citizen homes and residential management); at-homecare services business; nurse training business; nurse job matching business; children's daycare
and afterschool childcare management business; etc.
Within the Group, we are a Cram School and Classroom Business 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 raise added
value as well as increase enterprise value.
As of May 26, 2022, 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).
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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 are taken
to cultivate an atmosphere conducive to free-spirited, constructive discussion and exchange ofopinions among the entire Board of Directors, including issues raised by independent outsidedirectors.
(Concurrent positions of executives)
Position

Director

Audit &Supervisory
BoardMember

NameKenji
Yamakawa

Naoto Saito(Current of May 26, 2022)

Key positions at parent company, etc. orGroup companies
Senior Managing Executive Officer,
Benesse Holdings, Inc.
Director, Vice President, Executive
Officer, General Manager of the Cram
School and Classroom BusinessCompany, 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, Classi Corp.

Standing Audit & Supervisory Board
Member, Benesse Holdings, Inc.
Audit & Supervisory Board Member,
Benesse Corporation
Audit & Supervisory Board Member,Benesse InfoShell Co., Ltd.

Reason forappointment

To further deepenGroup collaboration
through his wealthof experience andknowledge during
his many years in
the educationindustry

To enhance theCompany's auditing
through hiswide-ranging
experience andbroad view ofbusinessmanagement,finance, andaccounting in theBenesse GroupThe Company sees the above relationships between the Company on one side and the parent
company 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.
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 in accordancewith 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 party2

cannot join in the decision by the Board.
Additionally, prior to decisions on important transactions and actions that conflict with the interests of theparent company and minority shareholders, these decisions are deliberated and evaluated by acommittee of independent outside directors comprised of independent outside directors and outside
Audit & Supervisory Board Members.

4. Execution of protective measures for minority shareholders when conducting transactions or
the like 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 Group
companies 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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