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Benesse Corporation's Board of Directors today passed a resolution concerning the sale of the Company's existing shares, with details as follows.

1.Sale of Shares (portion purchased by underwriters)

(1)Number of shares: 4,000,000 shares of common stock

(2)Seller: Soichiro Fukutake

(3)Sales price: Undecided (The sales price shall be determined in accordance with Article 7-2, Fair Business Practice Regulations No. 14, Regulations Concerning Underwriting of Securities (Japan Securities Dealers Association), based on the preliminary price set by multiplying the closing price in regular trading of the Company's common shares on the Osaka Securities Exchange on any day between Tuesday, June 13, 2006 and Thursday, June 15, 2006 (the "pricing date"; if there is no closing price on such date, the closing price on the immediately preceding trading day) by a multiplier of between 0.90 to 1.00 (calculated to the nearest yen rounded down), after considering demand.

(4)Sales method: All shares are to be purchased by Nomura Securities Co., Ltd., Mizuho Securities Co., Ltd., and UBS Securities Japan Ltd. (the "underwriters"). The amount paid by the underwriters to the seller shall be the total amount after the deduction of underwriting fees.

(5)Subscription period: To be the two business days immediately following the pricing date.

(6)Delivery date: The sixth business day following the pricing date.

(7)Amount payable: The amount equal to the sales price multiplied by the number of shares

(8)Subscription unit: 100 shares

(9)The determination of other matters pertaining to the sales price and other items for this sale of shares shall be at the discretion of Masayoshi Morimoto, the Company's Representative Director, President and COO.

2.Sale of Shares (over-allotment)

(1)Number of shares: Up to 600,000 shares of common stock
Depending upon demand, the number of shares to be sold may be reduced or no over-allotment sale may be conducted. The number of shares to be sold shall be determined on the pricing date after considering demand.

(2)Seller: Nomura Securities Co., Ltd.

(3)Sales price: Undecided (the sales price for the over-allotment sale shall be the same as the sales price for the sale of underwritten shares as provided above.)

(4)Sales method: Based on demand, Nomura Securities may borrow from the Company's shareholders and subsequently sell a maximum of 600,000 of the Company's common shares.

(5)Subscription period: The same as for the sale of underwritten shares as provided above.

(6)Delivery date: The same as for the sale of underwritten shares as provided above.

(7)Amount payable: The amount equal to the sales price multiplied by the number of shares

(8)Subscription unit: 100 shares

(9)The determination of other matters pertaining to the sales price and other items for this sale of shares shall be at the discretion of Masayoshi Morimoto, the Company's Representative Director, President and COO.

[Reference]

1.Purpose of Sale
The sale of shares as described above is being conducted to improve shareholder composition and increase the liquidity of the Company's common shares. The future composition of the shareholder base is an important medium- to long-term theme for the Company, and as such, the request was made to release a portion of the shares held by the Company's main shareholder.

2.Over-allotment Sale
The sale of shares by way of over-allotment is an offering of the Company's common shares up to a maximum of 600,000 shares borrowed from the Company's shareholders by Nomura Securities Co., Ltd., acting as the lead manager in the sale of underwritten shares, based on demand for the sale of underwritten shares. The limit of 600,000 shares may decrease according to demand, or no over-allotment sale may be conducted at all.

If an over-allotment sale is conducted, separate from the shares for the underwritten sale, Nomura Securities Co., Ltd. shall be conferred with the right by the Company's shareholders to acquire additional shares of the Company's common stock for the over-allotment sale (the "Greenshoe Option") up to the prescribed limit. The Greenshoe Option exercise period shall begin on the abovementioned delivery date and expire on the thirtieth (30th) day (if such thirtieth (30th) day is not a business day, the immediately preceding business day) from the day following the close of the abovementioned subscription period.

In addition, for the purpose of returning the borrowed shares, Nomura Securities Co., Ltd. may purchase the Company's common shares (the "syndicate cover transaction") up to the maximum number of shares with respect to the over-allotment sale on the Tokyo Stock Exchange or the Osaka Securities Exchange during the period from the day following the close of the abovementioned subscription period to three business days before the expiry date of the Greenshoe Option exercise period (the "syndicate cover period").

All the shares acquired by Nomura Securities Co., Ltd. through the syndicate cover transaction will be used for returning the borrowed shares to shareholders. During the syndicate cover period, Nomura Securities Co., Ltd. may at its discretion decide not to undertake the syndicate cover transaction, or may decide to terminate the syndicate cover transaction without purchasing the maximum number of shares for the over-allotment sale.

Moreover, Nomura Securities Co., Ltd. may effect a stabilizing transaction in accordance with the underwritten sale and the over-allotment sale. The Company's common shares purchased through such stabilizing transaction may be used in whole or in part for returning the borrowed shares.

After returning the shares purchased through the syndicate cover transaction and the stabilizing transaction as stated above, any remaining borrowed shares will be returned by the exercise of the Greenshoe Option by Nomura Securities Co., Ltd.

 

Cautionary Statement
This release was prepared for the purpose of public disclosure of material information only and in no way represents a solicitation to buy or sell securities referred to herein. All prospective investors are advised to read the Company's prospectus for new share issuance (and its amendments, if any) issued separately, before making discretionary investment decisions.