This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 4745
May 8, 2023
(Date of commencement of measures for electronic provision: April 26, 2023)
To Shareholders with Voting Rights:
Katsuki Saito
President and Representative
Director
Tokyo Individualized Educational
Institute, INC.
25th floor, Shinjuku Nomura Bldg.
1-26-2 Nishi-shinjuku, Shinjuku-ku,
Tokyo, JapanNOTICE OF
THE 40th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 40th Annual General Meeting of Shareholders of Tokyo Individualized
Educational Institute, INC. (the “Company”) will be held as described below.
The Company has taken measures for electronic provision in convening the General Meeting of
Shareholders and posted matters subject to electronic provision measures in the “NOTICE OF THE 40th
ANNUAL GENERAL MEETING OF SHAREHOLDERS” on the following website on the Internet.
Website of the Company
https://www.tkg-jp.com/en/ir/
In addition to the above, the matters subject to electronic provision measures are posted on the following
website on the Internet as well.
Website of Tokyo Stock Exchange
https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do
Please access the website above, query the Company by entering the name or securities code of theCompany, and select “Basic information” and then “Documents for public inspection/PR information.”







In lieu of attending the meeting in person, you can exercise your voting rights either in writing orby electronic means (via the Internet or other means). Please review the Reference Documents for
the General Meeting of Shareholders included in the matters subject to electronic provision
measures and exercise your voting rights by Tuesday, May 23, 2023, at 6 p.m. Japan time.
If you have exercised your voting rights both via the Internet and using the Voting Rights Exercise
Form, only the vote exercised via the Internet will be valid.
If you have exercised your voting rights more than once via the Internet, only the last vote will bevalid.
When there is no indication of “for” or “against” for each of the proposals in a mailed Voting Rights
Exercise Form, the vote will be deemed as approval.

-1-1. Date and Time:

Wednesday, May 24, 2023 at 10:00 a.m. Japan time
(Reception will open at 9:15 a.m.)

2. Place:

Hall on the fourth floor of Otemachi Sankei Plaza, located at 1-7-2
Otemachi, Chiyoda-ku, Tokyo, JapanThe General Meeting of Shareholders will be livestreamed via the Internet
so that shareholders can watch the meeting from home.
Watching the livestream does not require preregistration.
(For more details, refer to the “Watching the Meeting Livestream via theInternet” page available in Japanese.)

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 40th fiscal year (March 1, 2022 – February 28, 2023) andresults of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 40th fiscal
year (March 1, 2022 – February 28, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Eight (8) Directors
Proposal 2:
Election of Two (2) Audit & Supervisory Board Members
Proposal 3:
4. Other matters concerning this Notice of Convocation:
 We have sent the Notice of Convocation, the Reference Documents for the General Meeting of
Shareholders, and information concerning the guidance on how to exercise your voting rights toshareholders who had not requested a hard copy to be sent.
 We have sent hard copies that contain the matters subject to electronic provision measures
excluding the following matters in accordance with provisions of laws and regulations as well as
Article 14 of the Company’s Articles of Incorporation to shareholders who had requested a hard
copy to be sent.
Accordingly, the hard copy provided to shareholders who have requested it is a part of
documents audited by the Audit & Supervisory Board Members and the Accounting Auditor in
preparing their respective audit reports.
(1) “System for Ensuring the Appropriateness of Operations and the Implementation Status of
Said System” in the Business Report(2) “Notes to Consolidated Financial Statements” in the Consolidated Financial Statements(3) “Notes to Non-consolidated Financial Statements” in the Non-consolidated Financial
Statements
 The page and section numbers included in the hard copy that has been sent to you are notindicated in the right order in terms of the number, but it is not a mistake.
Please be advised that the reference pages are the same as the matters subject to electronic
provision measures.
 When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
 Should the matters subject to electronic provision measures require revisions, the revised matters will
be posted on each of the websites they are posted.
 Please note that souvenirs will not be given to attendees.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company considers the stable return of profits to shareholders to be the most importantmanagement policy.
Therefore, the Company focuses on increasing return on equity (ROE) and will strive to pay stabledividends.
To this end, the Company proposes the dividend of surplus as described below.
The Company does not propose any other appropriation of surplus.
Matters concerning the year-end dividend
Considering the business results for the fiscal year ended February 28, 2023, future businessdevelopment, and other factors, the Company proposes the year-end dividend as described below.
(1) Dividend typeCash(2) Allocation of dividend and aggregate amount to be distributed
The Company proposes an ordinary dividend ¥10 per share of common stock. As a result, theaggregate amount of the year-end dividend will be ¥542,912,990.
As the Company has already paid an interim dividend of ¥13 per share on November 15, 2022,
the annualized dividend of surplus for the 40th fiscal year will be ¥23 per share, and the aggregate
amount of the dividend of surplus for the 40th fiscal year will be ¥1,248,699,877.
(3) Effective date of dividend of surplus
May 25, 2023

-3-

Proposal 2:

Election of Eight (8) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of this General Meeting of
Shareholders.
Accordingly, the Company proposes the election of eight (8) Directors.
To establish an appropriate governance system, the Company decides on Director candidates atmeetings of the Board of Directors based on advice given by the Director Nomination and Remuneration
Committee, which is chaired by an Independent Outside Director. The Company’s Articles of Incorporation
provides for up to eight (8) Directors, under the basic policy that the Board of Directors comprises a balanceof internal Directors with experience and knowledge in business divisions, management, etc. and Outside
Directors with more diverse backgrounds of professional knowledge and experience, in order that theBoard of Directors as a whole can make decisions and supervise business execution appropriately andflexibly.
In order to ensure effective, independent and objective oversight of the management, one-third (1/3)
of the Directors comprising the Company’s Board of Directors are Independent Outside Directors.
Furthermore, the Company has established an Independent Outside Officers Committee comprising
Independent Outside Directors and Independent Outside Audit & Supervisory Board Members todeliberate and review material transactions and actions where the interests of the controlling shareholders
conflict with those of minority shareholders.
The candidates for Directors are as follows.













Executive
Senior Vice
President

Director

President andRepresentative
Director

1

Katsuki
Saito

2

Hideyuki[New appointment] Advisor
Ogaki

3

Hisako
Inoue

4
5
6

7

8

[Reappointment][Reappointment]

Takeharu[Reappointment]
Tsutsumi
Shigeki [New appointment]
Matsuo[Non-executive][Reappointment]
Nobuaki[Outside]
Omura[Independent][Reappointment]
Matsuo[Outside]
Iwata[Independent][Reappointment]
Koetsu[Outside]
Sanga[Independent]—

Director

Director

Director



-4-



IT

Marketing/sales

Position

Finance/accounting

Personnel/human resources
development



Name

Compliance/riskmanagement

Education industry

No.

Corporate management

Skills and experience

18 years,
9 months






—



20 years,
6 months

3 years—Term of officeas Director (atthe conclusionof this General
Meeting of
Shareholders)

10 years



9 years

3 yearsNo.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
June 1998
August 2004
September 2005
October 2007

1

Number ofshares of theCompany held

Joined the Company
Director
Director, General Manager of the Sales Division
Director, General Manager of the Educational
Affairs Division and Assistant General Manager ofthe Business Division
June 2008
Director, General Manager of the Business
Division
June 2009
Director, General Manager of the East Japan
Region Business Division
May 2010
Director, General Manager of the Business
Division
November 2011 Director, Innovation Implementation Officer
June 2012
Director, School Administration & Marketing
Katsuki Saito
Officer, General Manager of the No. 3 Business(May 20, 1964)
Division
November 2012 Director, Educational Administration & Marketing
Officer, General Manager of the No. 2 and No. 3[Reappointment]
Business Divisions
June 2013
Director, General Manager of the School Business
38,400
Division[Attendance at the
May 2014
President and Representative Director
Board of Directors
July
2016
Chair of the Education Industry Committee at themeetings]
Japan
Hospitality Movement Association (current
11/11
position)(100%)
April 2018
Director of the Japan Hospitality Movement
Association (current position)
January 2020
Representative Director and Chairman of theBoard at HRBC Co., Ltd.
June 2020
Councillor of the KEIDANREN (Japan Business
Federation) (current position)
November 2021 President and Representative Director, General
Manager of the Education Division at theCompany
April 2022
Director of the Japan Association of Corporate
Executives (current position)
June 2022
President and Representative Director of theCompany (current position)
August 2022
Member of the ISO/TC312 (Excellence in Service)
Japanese Mirror Committee (current position)[Reason for nomination as candidate for Director]
Mr. Katsuki Saito is involved mainly in the Education Business Division and has abundant operational
experience and management expertise in the Company. He has served as General Manager of the Sales Division,
General Manager of the Business Division, Director, and other positions, and as President and Representative
Director (current position) since 2014.
In the 40th fiscal year, Mr. Saito communicated value of the Company to many people both inside andoutside of the Company with the aim of enhancing the corporate value as President and Representative Director.
In addition, he took charge of business management and fulfilled his duties as the Chairperson of the Board of
Directors in part by presiding over the most important matters.
In the 41st fiscal year as well, the Company believes that he will contribute to the promotion of business andthe further growth of corporate value, and therefore proposes his reappointment as Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1995

2

Number ofshares of theCompany held

Joined Nippon Telegraph and Telephone
Corporation
July 2000
Joined PwC Consulting K.K.
April 2005
Joined Recruit Co., Ltd.
April 2008
Company Officer of the Housing Company andGeneral Manager of the Internet Strategy
Hideyuki Ogaki
Promotion Office at Recruit Co., Ltd.
(September 7, 1971) April 2010
General Manager, Global Promotion Office at
Recruit Co., Ltd.
May 2012
Joined Benesse Corporation[New appointment]
May 2015
General Manager, Consumer Business Division of
the Domestic English Company at Benesse—
Corporation[Attendance at the
April 2016
General Manager, English Business Division ofBoard of Directors
the School Business Company at Benesse
meetings]
Corporation—/—
April 2018
President and Representative Director at Benesse(—%)
BE studio Inc.
April 2020
Director at StudyHacker Inc.
March 2023
Advisor at the Company (current position)
April 2023
Director at Benesse BE studio Inc. (current
position)[Significant concurrent positions] Director at Benesse BE studio Inc.
[Reason for nomination as candidate for Director]
Mr. Hideyuki Ogaki possesses diverse management skills, including abundant experience and expertise
gained at major business companies, as well as experience as a General Manager of business divisions of Benesse
Corporation and as a Representative Director of Benesse BE studio Inc. In addition, the Company believes that
he can promote transformation necessary for the Company based on his experience in promoting transformation
in a Group company which engages in school business, and therefore proposes his appointment as Director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
July 1995
October 2002
November 2002
September 2005

3

Number ofshares of theCompany held

Joined the Company
General Manager of the Business Division
Director
Director, General Manager of the Business
DivisionMay
2006
Representative Director and Executive Senior Vice
Hisako Inoue
President(December 15, 1965) October 2007
Representative Director and Executive Senior Vice
President, General Manager of the Human[Reappointment]
Resources Division
May 2010
Director, General Manager of the Business
46,000[Attendance at theFoundations Division
Board of Directors
June 2012
Director, Compliance Officer
meetings]
June 2013
Director, General Manager of the Corporate
11/11
Planning Division(100%)
January 2014
Director, General Manager of the Human
Resources Development Division
May 2014
Executive Senior Vice President, General Managerof the Human Resources Development DivisionDecember 2014
Executive Senior Vice President (current position)
April 2015
Director of the Personnel Strategy Department at
Benesse Holdings, Inc.
[Reason for nomination as candidate for Director]
Ms. Hisako Inoue is involved mainly in the Education Business Division, Business Foundations Division,and Human Resources Development Division, and has extensive expertise including abundant businessexperience in various departments of the Company. She has served as General Manager of the Business Division,
General Manager of the Business Foundations Division, General Manager of the Human Resources Development
Division, Representative Director and Executive Senior Vice President, Compliance Officer, and other positions.
In the 40th fiscal year, Ms. Inoue fulfilled her duties as Executive Senior Vice President by implementing
thorough business risk management and continuously taking initiatives to build the IT base and improve
operational productivity.
In the 41st fiscal year as well, the Company believes that she will contribute to the promotion of businessand the further growth of corporate value, and therefore proposes her reappointment as Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
February 1997
January 2002

Takeharu Tsutsumi(December 12, 1974)[Reappointment]

4[Attendance at theBoard of Directors
meetings]
11/11(100%)

June 2010
November 2011
November 2012
December 2014
June 2015
May 2017
January 2020
May 2020
March 2022

Joined the Company
General Manager of the Metropolitan Area
Business Division’s No. 5 Regional Supervisory
Department
General Manager of the Kanagawa Business
Division
General Manager of the No. 2 Business Division
General Manager of the Marketing Division
General Manager of the Education Business
Division and General Manager of the Marketing
Division
General Manager of the Education Business
Division
Executive Officer
Director at HRBC Co., Ltd.
Director at the Company (current position)
Director at HRBC Co., Ltd. (current position)

Number ofshares of theCompany held

8,000

[Significant concurrent positions] Director, HRBC Co., Ltd.
[Reason for nomination as candidate for Director]
Mr. Takeharu Tsutsumi is involved mainly in the Education Business Division and the Marketing Divisionand has extensive expertise including business experience in various departments of the Company. He has served
as General Manager of the Business Division, General Manager of the Marketing Division, General Manager ofthe Business Strategy Office, Executive Officer, Director, and other positions.
In the 40th fiscal year, Mr. Tsutsumi was mainly in charge of corporate strategy and finance/accounting. He
fulfilled his duties in part by taking initiatives to promote stable business continuity and making constructive
comments at meetings of the Board of Directors and others based on his insight and experience.
In the 41st fiscal year as well, the Company believes that he will contribute to the promotion of business andthe further growth of corporate value, and therefore proposes his reappointment as Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1991
January 2007
January 2012
February 20125

Shigeki Matsuo(March 20, 1969)

August 2015

[New appointment][Non-executive]

December 2015
June 2016
January 2023

[Attendance at theBoard of Directors
meetings]—/—(—%)

April 2023

Joined Fukutake Publishing Co., Ltd. (currently
Benesse Holdings, Inc.)
General Manager of the Elementary and JuniorHigh School Business Division at Benesse
Corporation (currently Benesse Holdings, Inc.)
General Manager of the U.S. Business
Development Office at Benesse Corporation
President and Representative Director at Benesse
America Inc.
General Manager of the Domestic English
Company’s Corporate Business Division at
Benesse Corporation
President and CEO of Berlitz Japan, Inc.
Director at Simul International, Inc.
Executive Officer, Deputy General Manager of the
Off-Campus Learning Company and General
Manager of the Cram School and Classroom
Business Division at Benesse Corporation (current
position)
Director at Tokyo Educational Institute Co., Ltd.
(current position)
Director at Benesse BE studio Inc. (current
position)

Number ofshares of theCompany held—

[Significant concurrent positions] Executive Officer, Deputy General Manager of the Off-Campus
Learning Company and General Manager of the Cram School &School Business Division at Benesse Corporation
 Director at Tokyo Educational Institute Co., Ltd.
 Director at Benesse BE studio Inc.
[Reason for nomination as candidate for Director]
After joining Fukutake Publishing Co., Ltd. (currently Benesse Holdings, Inc.), he has experienced positionsof representative director and general manager of business divisions in various Benesse Group companies.
In addition, the Company believes that he will contribute to management of the Company from a broad
perspective, partly because he has been promoting Group management as Deputy General Manager of the OffCampus Learning Company of Benesse Corporation, and therefore proposes his appointment as Director.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1971
July 1993
June 1997
April 1999

Nobuaki Omura(September 24, 1948)[Reappointment][Outside][Independent]

6[Attendance at theBoard of Directors
meetings]
11/11(100%)

April 2003
June 2003
April 2005
April 2006
April 2010
June 2010
August 2012
May 2013

Joined Daiwa Securities Co. Ltd.
President of Daiwa Securities America Inc.
(currently Daiwa Capital Markets America Inc.)
Director at Daiwa Securities Co. Ltd.
Executive Managing Director at Daiwa Securities
SB Capital Markets Co. Ltd. (currently Daiwa
Securities Co. Ltd.)
Senior Managing Director at Daiwa Securities
SMBC Co. Ltd. (currently Daiwa Securities Co.
Ltd.)
Senior Executive Managing Director at Daiwa
Securities Group Inc.
Chairman of Daiwa Securities SMBC Europe
Ltd. (currently Daiwa Shoken Capital Markets
Europe Ltd.)
President & CEO of Daiwa SB Investments Ltd.
Special Advisor to Daiwa SB Investments Ltd.
Part-time Audit & Supervisory Board Member at
Tokyo Financial Exchange Inc.
Executive Director at Daiwa Office Investment
Corporation
Outside Director at the Company (current
position)

Number ofshares of theCompany held

5,000

[Reason for nomination as candidate for Outside Director and expected roles]
Based on his wealth of experience and insight gained from many years in the finance industry, Mr. Nobuaki
Omura actively comments and makes recommendations to the Company’s executive management in the Boardof Directors, Director Nomination and Remuneration Committee, and Independent Outside Officers Committee
from independent, objective and wide-ranging perspectives. He also fulfills the duties of Chair of the Director
Nomination and Remuneration Committee.
In the belief that he will continue to make wide-ranging contributions to the Company’s management, theCompany proposes his reappointment as Outside Director.
Mr. Omura’s term of service as Outside Director will be ten (10) years at the conclusion of this General
Meeting of Shareholders.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1982
February 1995
October 1996
July 1999

Matsuo Iwata(June 2, 1958)[Reappointment][Outside][Independent]

7[Attendance at theBoard of Directors
meetings]
11/11(100%)

Joined Nissan Motor Co., Ltd.
Joined Gemini Consulting Japan
Joined Coca-Cola (Japan) Co., Ltd.
Executive Managing Director at Coca-Cola
Beverage Services Co., Ltd.
April 2001
President and Representative Director of Atlus
Co., Ltd.
June 2003
Board Director and Senior Executive Officer at
Takara Co., Ltd. (currently Tomy Company, Ltd.)
April 2005
President and Representative Director of Ion
Forest Co., Ltd.
June 2009
Representative Director CEO of Starbucks Coffee
Japan, Ltd.
June 2012
Outside Director at Ootoya Holdings Co., Ltd.
Managing Director at Innovation Network
Corporation of Japan (currently Japan Investment
Corporation)
October 2013
President and Representative Director of
Leadership Consulting Inc. (current position)
May 2014
Outside Director at the Company (current
position)
June 2015
Outside Director at Kotobuki Spirits Co., Ltd.
(current position)
January 2017
Representative Director of Cloud Work Support(current position)[Significant concurrent positions] President and Representative Director of Leadership Consulting Inc.
 Outside Director at Kotobuki Spirits Co., Ltd.

Number ofshares of theCompany held—

[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Matsuo Iwata has been involved in corporate management for many years and, based on his wealth ofexperience and insight, as well as his experience as an outside director of other companies, he actively comments
and makes recommendations to the Company’s executive management in the Board of Directors, Director
Nomination and Remuneration Committee, and Independent Outside Officers Committee from independent,
practical and wide-ranging perspectives.
In the belief that he will continue to make wide-ranging contributions to the Company’s management, theCompany proposes his reappointment as Outside Director.
Mr. Iwata’s term of service as Outside Director will be nine (9) years at the conclusion of this General
Meeting of Shareholders.

- 11 -

No.

Name(Date of birth)
Koetsu Sanga(October 30, 1955)[Reappointment][Outside][Independent]

8[Attendance at theBoard of Directors
meetings]
11/11(100%)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1978
November 1978
March 1981
September 1990
August 2000
February 2003
June 2018
July 2018
May 2020

Joined Arthur Andersen LLP
Analyst, Andersen Consulting (currently
Accenture Japan Ltd.)
Registered as Certified Public Accountant
Partner, Andersen Consulting (currently
Accenture Japan Ltd.)
Representative Director and President, Satiscom
Co., Ltd.
Principal, ABeam Consulting Ltd.
Advisor, ABeam Consulting Ltd.
Management Director, DX Business Division,
Layers Consulting Co., Ltd.
Outside Director at the Company (current position)

Number ofshares of theCompany held—

[Reason for nomination as candidate for Outside Director and expected roles]
Based on his wealth of experience and insight gained from many years in the IT industry, particularly in theareas of management and IT strategy consulting, Mr. Koetsu Sanga actively comments and makes
recommendations to the Company’s executive management in the Board of Directors and Independent Outside
Officers Committee from independent, practical and wide-ranging perspectives.
In the belief that he will continue to make wide-ranging contributions to the Company’s management, theCompany proposes his reappointment as Outside Director.
Mr. Sanga’s term of service as Outside Director will be three (3) years at the conclusion of this General
Meeting of Shareholders.
Notes: 1. There are no special interests between any of the Director candidates and the Company.
2. The positions and responsibilities of Director candidates Mr. Katsuki Saito and Mr. Takeharu Tsutsumi as
executives of HRBC Co., Ltd., a subsidiary of the Company, for the past ten (10) years are as stated in “Careersummary, positions, responsibilities, and significant concurrent positions.”
3. The positions and responsibilities of Director candidate Ms. Hisako Inoue as an executive of Benesse
Holdings, Inc., the Company’s parent company, for the past ten (10) years are as stated in “Career summary,positions, responsibilities, and significant concurrent positions.”
4. The positions and responsibilities of Director candidates Mr. Hideyuki Ogaki and Mr. Shigeki Matsuo as
executives of the Company’s parent company, Benesse Holdings, Inc., and its subsidiaries for the past ten(10) years and at present are as stated in “Career summary, positions, responsibilities, and significant
concurrent positions.”
5. Benesse Holdings, Inc., Benesse Corporation, Benesse BE studio Inc., StudyHacker Inc., Benesse America
Inc., Simul International, Inc., Tokyo Educational Institute Co., Ltd. and HRBC Co., Ltd. are specified
associated service providers as set forth in Article 2, Paragraph 3, Item 19 of the Regulations for Enforcementof the Companies Act.
6. Director candidates Mr. Nobuaki Omura, Mr. Matsuo Iwata, and Mr. Koetsu Sanga are candidates for Outside
Director. Should Mr. Omura, Mr. Iwata, and Mr. Sanga be re-elected as proposed, the Company plans thatthey will be Independent Directors pursuant to the provisions set forth by Tokyo Stock Exchange, Inc.
7. The Company has entered into liability limitation agreements with Mr. Nobuaki Omura, Mr. Matsuo Iwata,and Mr. Koetsu Sanga that limit their liability to the amount set forth in Article 425, Paragraph 1 of theCompanies Act. Should they be re-elected as proposed, the Company intends to continue the agreements.
Should Mr. Shigeki Matsuo be elected as proposed, the Company plans to appoint him as a non-executive
Director, so the Company intends to enter into a liability limitation agreement with him.
8. The Company’s parent company, Benesse Holdings, Inc., has concluded a directors and officers liability
insurance (D&O insurance) contract with an insurance company that insures the Directors and Audit &Supervisory Board Members of the parent company and its group companies. The Company pays for a
portion of the insurance premiums for this insurance policy. Should all of the Company’s candidates for
Director be elected as proposed, they will continue to be covered by this D&O insurance policy. The
insurance policy is due to be renewed in June 2023.

- 12 -

Proposal 3:

Election of Two (2) Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members Mr. Naoto Saito and Mr. Yukio Takami
will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes
the election of two (2) Audit & Supervisory Board Members.
The Company has obtained the approval of the Audit & Supervisory Board to put forward this
proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Number of
Name
Career summary, positions
sharesof the(Date of birth)and significant concurrent positions
Company held
April 1986
Joined Fukutake Publishing Co., Ltd. (currently
Benesse Holdings, Inc.)
November 2005 Expert Member of the Financial Services
Agency’s Business Accounting Council
January 2010
General Manager of the Accounting Division at
Benesse Corporation
April 2012
Director, General Manager of the Accounting
Division
March 2015
Director at Berlitz Japan, Inc.
April 2015
Director at Benesse Corporation
May 2015
Audit & Supervisory Board Member at theCompany (current position)
April 2016
Group Controller and Internal Auditing Division
General Manager at Benesse Holdings, Inc.
Director of Accounting & Performance
Naoto Saito
Management and Internal Auditing Division(May 11, 1963)
General Manager at Benesse Corporation
July 2016
Group Controller, General Manager of the[Reappointment]
Finance & Accounting Division, and General
Manager of the Internal Auditing Division at[Attendance at theBenesse Holdings, Inc.
Board of Directors
Director, General Manager of the Finance &meetings]
Accounting Division, and General Manager of
1
—
11/11
the Internal Auditing Division at Benesse(100%)
Corporation
October 2016
General Manager of the Finance & Accounting
Division
at Benesse Holdings, Inc.
[Attendance at the
DirectorandFinance & Accounting Division
Audit & Supervisory
GeneralManager
at Benesse Corporation
Board meetings]
July
2017
SeniorExecutive
Officerand Finance &12/12
Accounting Division General Manager at(100%)
Benesse Holdings, Inc.
April 2018
Senior Executive Officer and Business
Administration Division General Manager at
Benesse Holdings, Inc.
Director and Business Administration Division
General Manager at Benesse Corporation
June 2019
Standing Audit & Supervisory Board Member ofBenesse Holdings, Inc. (current position)
Audit & Supervisory Board Member of Benesse
Corporation (current position)
Audit & Supervisory Board Member of Berlitz
Japan, Inc.
Audit & Supervisory Board Member of Benesse
InfoShell Co., Ltd. (current position)[Significant concurrent positions]- 13 -

Name(Date of birth)

Career summary, positions
and significant concurrent positions

Number ofshares of theCompany held

 Standing Audit & Supervisory Board Member of Benesse Holdings,
Inc.
 Audit & Supervisory Board Member of Benesse Corporation
 Audit & Supervisory Board Member of Benesse InfoShell Co., Ltd.
[Reason for nomination as candidate for Audit & Supervisory Board Member]
Mr. Naoto Saito possesses wide-ranging insights gained through long years of abundant operational
experience in the finance and accounting fields and practical experience as a Standing Audit & Supervisory Board
Member of Benesse Holdings, Inc.
During his term of office, Mr. Saito engaged in his duties as Audit & Supervisory Board Member by
providing advice based on his experience and expert insights in the finance and accounting fields throughattendance at meetings of the Audit & Supervisory Board, Board of Directors, and other meetings.
In the belief that he will leverage his wealth of experience and expert insight in finance and accounting inaudits at the Company, the Company proposes his reappointment as Audit & Supervisory Board Member.
Mr. Saito’s term of service as Audit & Supervisory Board Member will be eight (8) years at the conclusionof this General Meeting of Shareholders.

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Name(Date of birth)
Yukio Takami(November 2, 1955)

2

Career summary, positions
and significant concurrent positions

Licensed as a lawyer by the Dai-Ichi Tokyo Bar
Association
Joined Naritomi General Law Firm
April
2001
Opened Nishikomi & Takami Law Firm (current[Reappointment]
position)[Outside]
April 2007
Vice-President of the Dai-Ichi Tokyo Bar[Independent]
Association
April 2011
Part-Time Director of Radiopress Inc.
[Attendance at theJune 2013
Outside Audit & Supervisory Board Member at
Board of Directors
DM Solutions Co., Ltd. (current position)
meetings]
May 2015
Outside Audit & Supervisory Board Member at the
11/11
Company (current position)
June 2016
Outside Audit & Supervisory Board Member at(100%)
Enshu Truck Co., Ltd.
June 2018
Outside Director at Enshu Truck Co., Ltd.
[Attendance at the[Significant concurrent positions]Audit & SupervisoryNishikomi & Takami Law Firm
Board meetings]
Outside Audit & Supervisory Board Member at DM Solutions Co.,
12/12
Ltd.
(100%)

Number ofshares of theCompany held

April 1984—

[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
Mr. Yukio Takami serves as a representative of a law firm and Outside Audit & Supervisory Board Memberof another company based on his wealth of experience and wide-ranging insights in corporate legal affairs gained
through many years of practice as a lawyer.
During his term of office, Mr. Takami engaged in his duties as Outside Audit & Supervisory Board Member
by providing advice based on his experience and expert insight as a lawyer through attendance at meetings of the
Audit & Supervisory Board, Board of Directors, Independent Outside Officers Committee, and other meetings.
In the belief that he will leverage his wealth of experience and advanced knowledge based on expert insights
in corporate legal affairs as a lawyer in audits at the Company, the Company proposes his reappointment as Audit& Supervisory Board Member.
Mr. Takami’s term of service as Outside Audit & Supervisory Board Member will be eight (8) years at theconclusion of this General Meeting of Shareholders.
Notes: 1. There are no special interests between any of the Audit & Supervisory Board Member candidates and theCompany.
2. The positions and responsibilities of Audit & Supervisory Board Member candidate Mr. Naoto Saito as an
executive or officer of the Company’s parent company, Benesse Holdings, Inc., and its subsidiaries for the
past ten (10) years and at present are as stated in “Career summary, positions and significant concurrent
positions.”
3. The positions and responsibilities of Audit & Supervisory Board Member candidate Mr. Yukio Takami as an
executive or officer for the past ten (10) years are as stated in “Career summary, positions and significant
concurrent positions.”
4. Benesse Holdings, Inc., Benesse Corporation and Benesse InfoShell Co., Ltd. are specified associated service
providers as set forth in Article 2, Paragraph 3, Item 19 of the Regulations for Enforcement of the Companies
Act.
5. Mr. Yukio Takami is a candidate for Outside Audit & Supervisory Board Member. Should he be elected as
proposed, the Company plans that he will be an Independent Audit & Supervisory Board Member pursuant
to the provisions set forth by Tokyo Stock Exchange, Inc.
6. Although Audit & Supervisory Board Member candidate Mr. Yukio Takami has no past experience of being
involved in corporate management in a way other than as Outside Audit & Supervisory Board Member or
Outside Director, because he has a wealth of experience and advanced knowledge based on expert insights
in corporate legal affairs as a lawyer, the Company believes he is capable of appropriately conducting his
duties as Outside Audit & Supervisory Board Member.
7. The Company has entered into liability limitation agreements with Mr. Naoto Saito and Mr. Yukio Takami
that limit their liability to the amount set forth in Article 425, Paragraph 1 of the Companies Act. Should they
be re-elected as proposed, the Company intends to continue the agreements.
8. The Company’s parent company, Benesse Holdings, Inc., has concluded a directors and officers liability
insurance (D&O insurance) contract with an insurance company that insures the Directors and Audit &Supervisory Board Members of the parent company and its group companies. The Company pays for a
portion of the insurance premiums for this insurance policy. Should all of the Company’s candidates for- 15 -

Audit & Supervisory Board Member be elected as proposed, they will continue to be covered by this D&O
insurance policy. The insurance policy is due to be renewed in June 2023.

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