Notice of Resolutions Regarding the Issuance of Stock Options (Stock Acquisition Rights)

August 3, 2015
Benesse Holdings, Inc.

Notice of Resolutions Regarding the Issuance of

Stock Options (Stock Acquisition Rights)

In accordance with a resolution at a meeting of the Board of Directors held on June 27 2015, the Company has finalized details, as follows, regarding the issue of common stock acquisition rights, the name of which is "Benesse Holdings, Inc. 1st Series of Stock Acquisition Rights", for the purpose of granting stock options.

1. Total number of stock acquisition rights

3,350 rights

*The number of shares for each stock acquisition right shall be 100 shares

2. Eligible recipients for stock acquisition right allotment, their number, and the number of allotted stock acquisition rights

1) 3 of the Company's directors 1,477 stock acquisition rights
2) 17 of the Company's employees 1,873 stock acquisition rights

3. Amount payable per stock acquisition right

1) For Company directors

37,700 yen per stock acquisition right.

* 377 yen per share

*The claim for compensation of the recipient of the allotment against the Company shall be offset by the obligation of the amount payable for the stock acquisition right.

2) For Company employees
No monetary payment shall be required in exchange for the stock acquisition right.

4. Value of assets to be invested upon exercise of a stock acquisition right

351,300 yen per stock acquisition right.

*3,513 yen per share

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