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Benesse Corporation's Board of Directors today decided to conclude a share transfer agreement and business alliance agreement with Marubeni Corporation (Head Office: Chiyoda-ku, Tokyo; President and CEO: Teruo Asada; Stock code: 8002). Under the terms of the respective agreements, Benesse will sell 40% of the issued shares of its subsidiary Telemarketing Japan, Inc. (TMJ) to Marubeni and both shareholders will mutually cooperate in running TMJ. Moreover, TMJ and Marubeni Group company com Partners Co., Ltd. have agreed to conclude a business transfer agreement under which TMJ will take over com Partners' call center operations.

1. Reason for Share Sale and Equity-based Alliance
Benesse's in-house call center was launched in 1975 and since then has gained expertise and experience as a contact point for customers of Benesse's Kodomo Challenge pre-school courses and Shinkenzemi courses for elementary to senior high school students. TMJ was established in 1992 as a wholly owned Benesse subsidiary to oversee this call center. In 2006, Benesse's call center services were transferred to Benesse itself and thereafter business resources have been concentrated on expanding and upgrading call center services for external customers.

At the same time as these changes have taken place, the call center market has become increasingly dominated by major players. Benesse has thus looked at forging an alliance with a strategic partner in this market with the dual goals of establishing a unique growth path based on highly regarded service quality, and responding to diversifying and increasingly sophisticated customer needs.

Marubeni, meanwhile, has been seeking to expand its business base in the outsourcing market as a key field. The development of call center operations, which are a key function in this regard, has been spearheaded by com Partners. To step up activities further, however, Marubeni has studied the potential for a strategic alliance with a comparatively large telemarketing company whose forte is call center and direct marketing operations.

Benesse, TMJ and Marubeni thus share a similar stance with regards to call center operations and this led to today's decisions to sell TMJ shares, form a business alliance among Benesse, TMJ and Marubeni, and transfer com Partners' call center operations.

Please note that even after the execution of these agreements, TMJ will remain a consolidated Benesse subsidiary.

Benesse and Marubeni will explore the possibility of new business opportunities linking Benesse's varied business fields and Marubeniﾂ's customer and business bases as a general trading company, as well as cooperate in expanding TMJ's business under the new joint venture arrangement at TMJ.

2. Profile of Telemarketing Japan, Inc.
Head Office: Horai Building, 1-20-2, Nishi-Shinjuku, Shinjuku-ku, Tokyo
Chairman and President and CEO: Kenichi Fukuhara
Established: April 1, 1992
Capital: 300 million yen (100% owned by Benesse Corporation)
Business: Call center planning, operation and consulting
Net Sales: 21.0 billion yen (Year ended March 31, 2007)
No. of Call Centers: 7 locations

3. Number of Shares Sold, Sales Price, and Number of Shares Held Before and After Sale
(1) Details of Shares Sold

Benesse Corporation
No. of Shares Held Before Sale: 6,000(Shareholding 100%)
Shares Sold: 2,400
No. of Shares Held After Sale: 3,600(Shareholding 60%)

Marubeni Corporation
Share Purchased: 2,400
No. of Shares Held After Sale: 2,400(Shareholding 40%)

(2) Sale Price
1,860,000 yen per share

4. Schedule
April 18, 2008: Conclusion of share transfer agreement
April 25, 2008: Transfer of shares and payment for shares

5. Outlook (Effect on Earnings)
Benesse expects to record special gains of roughly 4.3 billion yen and 2.7 billion yen on a non-consolidated and consolidated basis, respectively, in fiscal 2008, the year ending March 31, 2009, as a result of the sale of TMJ shares. The effect on Benesse's earnings will be factored into fiscal 2008 projections scheduled for announcement on April 30.