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Benesse Corporation's Board of Directors today passed a resolution determining the details of stock acquisition rights to be issued for the purpose of giving stock options, pursuant to Articles 236, 238 and 239 of the Company Law of Japan. The resolution is in accordance with a special resolution approved at the 54rd Ordinary General Meeting of Shareholders held on June 22, 2008. Details are as follows:

[1] Reasons for Issuing Stock Acquisition Rights

The Company proposes issuing stock acquisition rights as set out in [2] to directors, as an incentive to contribute towards the improvement of business performance, and to further increase the corporate value of the Company by linking the interests of individuals eligible for stock acquisition rights with those of shareholders.

[2] Terms of Issue of Stock Acquisition Rights

(1) Status and Number of Individuals Eligible for Stock Acquisition Rights and Number of Stock Acquisition Rights Granted:
Directors of Benesse Corporation: 9 (1,710)

(2) Total Number of Stock Acquisition Rights to Be Issued:
1,710

(3) Class and Number of Shares to Be Issued for Stock Acquisition Rights:

The class of shares shall be the Company's common stock and the number of shares to be granted (number of shares granted) for the purpose of stock acquisition rights shall be 100 shares for each stock acquisition right.

Provided, however, that if the Company splits (including gratis issues of common stock) or consolidates its common stock, the number of shares given shall be adjusted according to the following formula:

Number of shares granted after adjustment = Number of shares granted before adjustment x Ratio of split or consolidation

In addition, if the Company merges with another company, conducts a corporate split or capital reduction, or in any other case similar thereto where an adjustment of the number of shares given shall be required, the number of shares given shall be appropriately adjusted to the extent reasonable.

The adjustment above shall be made only to those shares for stock acquisition rights that remain unexercised at the relevant time. If any fraction less than one share arises as a result of such adjustment, such fraction shall be discarded.

The maximum total number of shares to be issued for the purpose of stock acquisition rights shall be 171,000 shares. However, in the event of adjustment to the number of shares granted as detailed above, this figure shall be the number calculated by multiplying the total number of stock acquisition rights as shown in (2) above by the number of shares granted after adjustment.

(4) Amount to Be Invested When Exercising Stock Acquisition Rights:

The amount to be invested upon exercise of each stock acquisition right shall be the amount to be paid for each share that can be given due to the exercise of stock acquisition rights (exercise price) multiplied by the number of shares given. The exercise price shall be 1.05 times the average closing price (each "closing price" including quotations) of the Company's common stock in the regular trading thereof on the Osaka Securities Exchange (OSE) for all trading days (excluding days on which there is no closing price) during the month preceding the month in which such stock acquisition rights are issued, or the closing price on the trading day immediately prior to the issue date of stock acquisition rights (if there is no closing price on such date, the closing price on the immediately preceding trading day), whichever is higher. Any fraction less than one yen arising from such calculation shall be rounded up to the nearest one yen.

If the Company splits (including gratis issues of common stock) or consolidates its common stock after the issue date of stock acquisition rights, the exercise price shall be adjusted according to the following formula. Any fraction less than one yen resulting from this adjustment shall be rounded up to the nearest one yen.

Exercise price after adjustment
= Exercise price before adjustment x 1 / Ratio of split or consolidation

In addition, if the Company merges with another company, conducts a corporate split or capital reduction, or in any other case similar thereto where an adjustment of exercise price shall be required after the issue date of stock acquisition rights, the exercise price shall be appropriately adjusted to the extent reasonable.

(5) Exercise Period for Stock Acquisition Rights:
From August 5, 2010 to June 30, 2014

(6) Matters Concerning Increases in Capital and Additional Paid-in Capital in the Event That Shares Are Issued due to the Exercise of Stock Acquisition Rights:

(i) In the event that shares are issued due to the exercise of stock acquisition rights, capital shall increase by half the limit for increase in capital and other items calculated in accordance with Article 40-1 of Japanese GAAP. Any amount less than one yen arising from such calculation shall be rounded up to the nearest yen.

(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paid-in capital shall increase by the amount remaining after deducting the increase in capital and other items prescribed in (i).

(7) Restrictions on the Acquisition of Stock Acquisition Rights due to Transfers:

Approval is required by resolution of the Company's Board of Directors for the acquisition of stock acquisition rights due to transfers. Individuals eligible for stock acquisition rights may not transfer these rights (including as a bequest in a will), establish them as security rights or dispose of them using other means, pursuant to the Stock Acquisition Right Agreement to be concluded between the Company and each person to whom stock acquisition rights are granted.

(8) Conditions for the Acquisition of Stock Acquisition Rights:
No conditions are provided for the acquisition of stock acquisition rights.

(9) Conditions for Exercise of Stock Acquisition Rights:

1. Each stock acquisition right cannot be exercised in part.

2. Each stock acquisition right may not be exercised until the closing price of the common stock in regular trading on the Osaka Securities Exchange (OSE) (if the common stock is de-listed from the OSE, or the OSE itself is dissolved, or any other stock exchange clearly exceeds the OSE in the volume of trading thereof, the stock exchange with the largest volume of trading of the common stock among all the domestic stock exchanges on which the common stock has been listed at that time) continues to be equal to or exceed the amount 1.05 times the effective exercise price (if it is adjusted in accordance with (4), such adjusted exercise price) (any fraction less than one yen arising as a result of such calculation shall be rounded up to the nearest one yen) for any five consecutive trading days (excluding days on which there is no closing price) after the issue date of such stock acquisition rights.

3. In the event that the Ordinary General Meeting of Shareholders of the Company approves any merger agreement under which the Company shall cease to exist, or the Ordinary General Meeting of Shareholders of the Company (or the Board of Directors where shareholder approval is not required) approves any share exchange agreement or share transfer under which the Company shall become a wholly owned subsidiary of another company, stock acquisition rights cannot be exercised on or after the date of such merger, share exchange or share transfer.

4. Other conditions regarding the exercise of stock acquisition rights shall be subject to certain limitations as stipulated in the Stock Acquisition Right Agreement to be concluded between the Company and each person to whom stock acquisition rights are granted.

(10) Payment in Exchange for Stock Acquisition Rights:
No payment shall be required in exchange for stock acquisition rights.

(11) Date for the Issue of Stock Acquisition Rights:
August 5, 2008

(12) Issue Schedule:
July 30, 2008: Board of Directors resolution on issue of stock acquisition rights
July 30, 2008: Filing of extraordinary marketable securities registration statement with the Kanto Local Finance Bureau
August 4, 2008: Filing of notification of amendment to marketable securities registration statement with the Kanto Local Finance Bureau
August 4, 2008: Application date
August 5, 2008: Issue of stock acquisition rights

Disclaimer
This document is intended only to provide information regarding the issue of stock acquisition rights and is not a solicitation to invest in the Company.