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Benesse Corporation has announced that the Board of Directors today resolved to partially amend the Articles of Incorporation, as outlined below. This resolution, "Partial Amendment of the Articles of Incorporation," is subject to approval at the 52nd Annual General Meeting of Shareholders to be held in June 2006.

1. Purpose of Amendment
As the Company Law (Law No. 86, 2005) and the Law concerning maintenance of relevant laws in relation to enforcement of the Company Law (Law No. 87, 2005) came into force on May 1, 2006, it is proposed to amend the Companyﾂ's Articles of Incorporation, as outlined below.

2. Reasons for Amendment

(1)Owing to the addition of new items corresponding to the expansion of areas of business, it is proposed to make necessary amendments to current Article 2 (Purposes).

(2)Based on Article 939 of the Company Law, for the purpose of enhancing convenience, it is proposed to change the method of giving public notices from publication in the Nihon Keizai Shimbun to electronic public notices; and, to stipulate measures in the event that it is impossible to give electronic notices due to any unforeseen situation, it is proposed to make necessary amendments relating to current Article 4 (Method of giving public notices).

(3)Following the introduction of the corporate executive officer system in April 2003, the number of Directors has decreased, and as the Company intends to carry out speedy decision-making to respond to changes in the management environment, it intends to set the maximum number of Directors at ten. Therefore, it is proposed to make necessary amendments relating to Article 17 (Number of Directors and method of election).

(4)As the Company Law (Law No. 86, 2005) came into force on May 1, 2006, it is proposed to amend the current Articles of Incorporation, as subsequently outlined.

a.To stipulate the organizations established within the Company, in accordance with the provisions of Article 326, Paragraph 2 of the Company Law, it is proposed to establish an amended Article 4 (Corporate organizations).

b.To stipulate the issuance of share certificates, in accordance with the provisions of Article 214 of the Company Law, it is proposed to establish an amended Article 6 (Total number of authorized shares), Paragraph 2.

c.As shareholders holding shares of less than one unit (tangen) are unable to exercise voting rights at the General Meeting of Shareholders, in accordance with the provisions of Article 189, Paragraph 2 of the Company Law, it is deemed rational to restrict that right within the range of economic benefits. In addition, shareholders holding shares of less than one unit are able to become shareholders with shares of one unit by asking to purchase from the Company the required number of shares to constitute a full unit. Therefore, it is proposed to establish an amended Article 8 (Restrictions on rights relating to shares of less than one unit).

d.With respect to certain reference documents for the General Meeting of Shareholders, the Company intends to enhance disclosure in accordance with the Company Law Enforcement Regulations (Ministry of Justice Ordinance, No. 12) and the Company Accounting Principles Regulations (Ministry of Justice Ordinance, No. 13), which state that disclosure of these documents via the Internet can be regarded as the provision of these documents to shareholders. Therefore, it is proposed to establish an amended Article 15 (Disclosure of reference documents for the General Meeting of Shareholders, etc. via the Internet).

e.To flexibly enable resolutions at meetings of the Board of Directors by written or electronic means, as the need may arise, in accordance with the provisions of Article 370 of the Company Law, it is proposed to establish an amended Article 22 (Omission of resolutions of the Board of Directors).

f.To facilitate the hiring of outside Corporate Auditors and to enable the roles expected of outside Corporate Auditors to be sufficiently fulfilled, in accordance with the provisions of Article 427, Paragraph 1 of the Company Law, it is proposed to establish an amended Article 30 (Exemption of Corporate Auditors from liability), Paragraph 2.

g.In accordance with the provisions of Article 459, Paragraph 1 and Article 460 of the Company Law, to clarify the management responsibility of Directors, it is proposed to shorten their term of office to one year (amended Article 19), and to enable profits to be distributed to all shareholders in a flexible manner, by granting authority to the Board of Directors for the distribution of capital surplus, it is proposed to newly establish an amended Article 32 (Organization to determine distribution of capital surplus, etc.).

h.The Company shall change provisions cited in the Articles of Incorporation to equivalent provisions used in the Company Law.

i.The Company shall change terms of the former Commercial Code to terms used in the Company Law and, at the same time change some expressions and amend some wording.

j.The Company shall amend article numbers associated with each of the abovementioned amendments.

3. Details of Amendments
Details of amendments are outlined in the attachment.

4. Schedule
Date of Annual General Meeting of Shareholders for Amendment of Articles of Incorporation: June 25, 2006 (Sunday)

Effective Date of Amendment: June 25, 2006 (Sunday)
 
Attachment