Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for the accuracy of this translation.

March 8, 2022
To our shareholders:
Norimasa Kitazawa,
President and CEO

Pigeon Corporation
4-4, Nihonbashi-Hisamatsu-cho,
Chuo-ku, Tokyo

Notice of the 65th Ordinary
General Meeting of Shareholders
Pigeon Corporation (the “Company”) is pleased to announce the 65th Ordinary General Meetingof Shareholders of Pigeon Corporation (the “Meeting”). The details of the Meeting are provided
below.
Instead of attending the Meeting in person, you may exercise your voting rights in writing orelectronically (via the internet, etc.). After reviewing the Reference Documents for the General
Meeting of Shareholders provided herewith, please exercise your voting rights through either ofthe methods described in page 3 by 5:15 p.m., Tuesday, March 29, 2022 (JST).

1. Date and Time:

Wednesday, March 30, 2022, at 10:00 a.m. (JST)

2. Place:

Royal Park Hotel, 3F, Royal Hall
1-1, Nihonbashi-Kakigara-cho 2-chome, Chuo-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported
1. Business Report and Consolidated Financial Statements for the 65th
Fiscal Year (from January 1, 2021 to December 31, 2021), as well as theaudit reports on the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 65th Fiscal Year (fromJanuary 1, 2021 to December 31, 2021)
Matters to be resolved
Proposal 1:

Appropriation of Surplus

Proposal 2:

Partial Amendments to Articles of Incorporation

Proposal 3:

Election of Ten (10) Directors

Proposal 4:

Election of One (1) Audit & Supervisory Board Member–1–4. Exercise of Voting Rights
Please be informed that if voting rights are exercised both in writing and by the internet, etc.,
the contents of the votes by the internet, etc. shall be deemed valid.
If voting rights are exercised multiple times via the internet, etc., the final vote cast will beconsidered effective. (However, this is restricted to the votes cast before the deadline for the
exercise of voting rights.)
 You are kindly requested to submit the enclosed Voting Form to the receptionist when you attend the Meeting.
 If any changes have been made to items in the Reference Documents for the General Meeting of Shareholders,Business Report, Consolidated Financial Statements, or Non-Consolidated Financial Statements, such changes
will be posted on the Company’s corporate website (https://www.pigeon.co.jp/).
 Pursuant to the provisions of laws and regulations and Article 15 of the Company’s Articles of Incorporation, thefollowing items are posted on the Company’s corporate website (https://www.pigeon.co.jp/) and not containedin the documents provided with this notice; however, those items were audited by the Audit & Supervisory Board
Members and the Accounting Auditor in preparing the audit reports in the same manner as the documents
provided with this notice.
(1) Notes to consolidated financial statements(2) Notes to non-consolidated financial statements–2–

Guidance for Methods of Exercise of Voting Rights
In case you are attending the Meeting
Please submit the enclosed Voting Form to a receptionist at the meeting venue.
Date and time:

Wednesday, March 30, 2022, at 10:00 a.m. (JST)(Reception starts at 9:00 a.m.)

Place:

Royal Park Hotel, 3F, Royal Hall

In case you are exercising voting rights in writing
Please indicate your approval or disapproval for each of the proposals on the enclosed Voting Formand return it to us by mail.
If you do not indicate your approval or disapproval for a proposal, you will be assumed to haveapproved the proposal.
Exercise deadline:

No later than 5:15 p.m. on Tuesday, March 29, 2022 (JST)In case you are exercising voting rights via the internet, etc.
Please access https://evote.tr.mufg.jp/, log in using the Login ID and Temporary Password indicatedon the enclosed Voting Form and indicate your approval or disapproval by following the
instructions on the screen.
* For details, please contact the Help Desk provided below.

Exercise deadline:

No later than 5:15 p.m. on Tuesday, March 29, 2022 (JST)* Please note that votes cannot be accepted daily from 2:00 a.m. to 5:00 a.m.

Inquiries related to systems, etc.
Mitsubishi UFJ Trust and Banking Corporation
Stock Transfer Agency Division (Help Desk)
Phone:

0120-173-027 (toll-free, within Japan)

Hours:

9:00 a.m. to 9:00 p.m. (JST)–3–

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company hereby makes the following proposal on the appropriation of surplus:
Year-end dividends
The Company views the return of profits to shareholders as an important management priority. Ourbasic policy is to proactively return profits to shareholders through distribution of dividends fromsurplus and other means, while reinforcing our financial position by taking into consideration themedium-term changes in business conditions and the Pigeon Group’s business strategies. Pursuant
to our Seventh Medium-Term Business Plan (from the year ended December 31, 2020 through theyear ending December 31, 2022), we have listed “year-on-year increases in cash dividends in eachfiscal period” and “a total shareholder return ratio of 55% on a consolidated basis” as our goals.
Based on the above policy, we propose the appropriation of surplus for the current fiscal year as
described below.
1) Type of dividend property:
Cash2) Dividend property allotment and total amount thereof
Dividend per common share of the Company: ¥37
Total amount of dividends: ¥4,431,127,918
3) Effective date of distribution of dividends from surplus:
March 31, 2022
<Reference>
Dividend per share
Record date

Interim dividend

Year-end dividend

Annual dividend

December 31, 2020

¥36

¥36

¥72

December 31, 2021

¥37

¥37

¥74

* The annual dividend per share for the year ended December 31, 2021 is ¥74, an increase of ¥2 compared to theprevious year.

–4–

Proposal 2:

Partial Amendments to Articles of Incorporation

1. Reasons for amendments(1) Since the revised provisions stipulated in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) will come into
effect on September 1, 2022, the Company proposes to amend its Articles of Incorporation as
follows to prepare for the introduction of a system to provide information materials for General
Meetings of Shareholders in electronic format.
Article 15, paragraph 1 of the proposed amendments provides that the Company shalltake measures to provide the information that is the content of Reference Documents, etc.
for General Meetings of Shareholders in electronic format.

Article 15, paragraph 2 of the proposed amendments establishes a provision to limit thescope of items to be stated in the paper-based documents to be delivered to shareholders
who requested the delivery of paper-based documents.



The provision of disclosure via Internet and deemed delivery of Reference Documents, etc.
for General Meetings of Shareholders (Article 15 of the current Articles of Incorporation)
will be deleted as it is no longer necessary.

In line with the establishment and deletion of the above, supplementary provisions
regarding the effective date, etc. shall be established.

(2) To streamline the Company’s Board of Directors and establish a management structure thatcan respond quickly to changes in the business environment, the number of Directors
established in Article 18 of the current Articles of Incorporation will be reduced by two (2), fromthirteen (13) or less to eleven (11) or less.
(3) The term of office of Directors shall be shortened from two (2) years to one (1) year in order tofurther clarify the management responsibilities of Directors and to establish a management
system that can respond promptly to changes in the business environment, and necessary
amendments will be made to Article 20 of the current Articles of Incorporation.
2. Details of amendments
The details of the amendments are as shown on the following pages.

–5–

(Amendments underlined)
Current Articles of Incorporation

Proposed amendments

CHAPTER 3.
GENERAL MEETING OF SHAREHOLDERS

CHAPTER 3.
GENERAL MEETING OF SHAREHOLDERS

Article 15. (Disclosure via Internet and Deemed
Delivery of Reference Documents, etc. for
General Meetings of Shareholders)Upon convening a General Meeting of Shareholders,the Company may deem that the information
required to be described or indicated in the reference
documents for the General Meeting of Shareholders,business reports, non-consolidated financial
statements and consolidated financial statements
shall have been provided to the shareholders whensuch information is disclosed, pursuant to theOrdinance of the Ministry of Justice, through amethod that uses the Internet.

(Deleted)

Article 15 (Measures for Providing Information inElectronic Format, Etc.)(Newly established)

1. The Company shall, upon convocation of a General
Meeting of Shareholders, take measures to provide
the information that is the contents of Reference
Documents, etc. for General Meetings ofShareholders in electronic format.
2. The Company may choose not to include all or partof the items to be provided in electronic format,
which are specified by the Ordinance of the
Ministry of Justice, in the paper-based documents
to be delivered to shareholders who requested thedelivery of paper-based documents by the record
date of voting rights.

CHAPTER 4.
DIRECTORS AND BOARD OF DIRECTORSCHAPTER 4.
DIRECTORS AND BOARD OF DIRECTORS

Article 18. (Number of Directors)

Article 18. (Number of Directors)

The number of Directors of the Company shall bethirteen (13) or less.

The number of Directors of the Company shall beeleven (11) or less.

Article 20. (Term of Office of Directors)

Article 20. (Term of Office of Directors)

1. The term of office of a Director shall expire uponconclusion of the Ordinary General Meeting of
Shareholders to be held for the last business year
ending within two (2) years after his or her election.

1. The term of office of a Director shall expire uponconclusion of the Ordinary General Meeting of
Shareholders to be held for the last business year
ending within one (1) year after his or her election.

2.

2.

(Omitted)–6–(No change)Current Articles of Incorporation

Proposed amendments
Supplementary Provisions
Article 1.

(Newly established)(Transitional Measures Concerning
Provision of Information Materials for
General Meetings of Shareholders inElectronic Format)

1. The deletion of current Article 15 (Disclosure via
Internet and Deemed Delivery of Reference
Documents, etc. for General Meetings ofShareholders) and the establishment of new Article
15 (Measures for Providing Information inElectronic Format, Etc.) of the proposed
amendments shall become effective as of the dateof enforcement of the revised provisions set forthin the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (hereafter,the ”Date of Enforcement”).
2. Notwithstanding the provision of the preceding
paragraph, Article 15 of the current Articles ofIncorporation shall remain in force with respect toany General Meeting of Shareholders to be held ona date within six (6) months of the Date of
Enforcement.
3. These Supplementary Provisions shall be deleted
after either six (6) months have elapsed from theDate of Enforcement or three (3) months haveelapsed from the date of the General Meeting of
Shareholders set forth in the preceding paragraph,
whichever is later.

–7–

Proposal 3:

Election of Ten (10) Directors

The terms of office of all twelve (12) existing Directors will expire as of the conclusion of the Meeting.
Therefore, to create a management system that can respond quickly to changes in the management
environment by slimming the Company’s Board of Directors, the Company proposes the electionof ten (10) Directors, reducing the number of Directors by two (2).
Each of the candidates for Directors was decided by the Board of Directors after receiving the reportof the Voluntary Nominating Committee, an advisory panel to the Board of Directors.
The candidates for Director are as follows:
No.

Name

Current Position in the Company

1

Reappointment

Shigeru Yamashita

Chairman of the Board

2

Reappointment

Norimasa Kitazawa

President and CEO

3

Reappointment

Tadashi Itakura

Director, Senior Managing
Executive Officer

4

Reappointment

Yasunori Kurachi

Director, Managing Executive
Officer5

Reappointment

Kevin Vyse-Peacock

Director, Junior Managing
Executive Officer

6

Reappointment

Takayuki Nitta

7

Reappointment

Rehito Hatoyama

8

Reappointment

Chiaki Hayashi

9

Reappointment

Eriko Yamaguchi

10

New appointment

Yumiko Miwa

OutsideIndependent
OutsideIndependent
OutsideIndependent
OutsideIndependent
OutsideIndependent

Reappointment

Reappointed candidate for Director

New appointment

Newly appointed candidate for Director

OutsideIndependent

Director

Director

Director

Director–

Candidate for Outside Director
Candidate for independent director based on provisions of the Tokyo Stock Exchange–8–Candidate
No.

Shigeru Yamashita

1

Reappointment(February 14, 1958)

Career Summary, Position and Responsibility in the Company
Mar. 1981

Joined the Company

Feb. 1997

President of Pigeon Industries (Thailand) Co., Ltd.

Jul. 2004

President and CEO of Lansinoh Laboratories, Inc.

Apr. 2007

Managing Officer of the Company

Apr. 2009

Director

Apr. 2011

Managing Director

Apr. 2012

Director, Managing Executive Officer

Apr. 2013

President and CEO

Apr. 2019

Chairman of the Board (current position)

Number of theCompany’s commonshares held:
95,341 shares(Number of shares
scheduled to bedelivered based on
stock remuneration
system: 8,005 shares)
Attendance at Board of
Directors meetings:
7 out of 7 times
Attendance at
Voluntary
Remuneration
Committee meetings:
3 out of 3 times
Attendance at
Voluntary Nominating
Committee meetings:
5 out of 5 times
Attendance atGovernance Committee
meetings:
6 out of 6 times

Notable Concurrent Positions
None.
Reasons for Nomination as Candidate for Director
Mr. Shigeru Yamashita has abundant experience and accomplishments in building the growth platforms of
manufacturing centers and sales companies overseas. Since taking up the position of President and CEO of theCompany in April 2013, he has enhanced the cohesiveness of the entire Pigeon Group by striving to achieve“world class business excellence,” by establishing “Pigeon Way” and by actively talking about this concept sothat this concept permeates in Pigeon Group. He has also further increased the Company’s corporate value by
taking various measures to help improve the quality of management, including the introduction of unique
Pigeon Value Added(PVA) management benchmarks, which enabled the Company to receive the Grand Prix of
the Corporate Value Improvement Award presented by the Tokyo Stock Exchange and the Porter Prize. This
experience and knowledge in corporate management are needed by the Company to pursue initiatives thatinvolve achieving the targets of the Seventh Medium-Term Business Plan and other future business activities.
Moreover, the Company deems that he has the managerial talent necessary to act as the Chairman of the Board
to spearhead efforts that enable the Company to enhance its corporate governance and maximize its corporate
value and therefore nominated him as a candidate to continue serving as Director.

–9–Candidate
No.

Norimasa Kitazawa

2

Reappointment(January 20, 1956)

Career Summary, Position and Responsibility in the Company
Apr. 1979

Joined Aster Corporation

Sep. 1983

Joined the Company

Apr. 1998

President of Pigeon Singapore Pte. Ltd.

May 2002

President of Pigeon (Shanghai) Co., Ltd.

Jan. 2008

Managing Officer of the Company

Mar. 2011

Senior Managing Officer

Apr. 2012

Director, Junior Managing Executive Officer

Apr. 2013

Director, Managing Executive Officer

Apr. 2014

Director, Senior Managing Executive Officer

Mar. 2016

Vice President and Director

Apr. 2019

President and CEO (current position)

Number of theCompany’s commonshares held:
36,706 shares(Number of shares
scheduled to bedelivered based on
stock remuneration
system: 10,006 shares)
Attendance at Board of
Directors meetings:
7 out of 7 times
Attendance at
Voluntary
Remuneration
Committee meetings:
3 out of 3 times
Attendance at
Voluntary Nominating
Committee meetings:
5 out of 5 times
Attendance atGovernance Committee
meetings:
6 out of 6 times

Notable Concurrent Positions
None.
Reasons for Nomination as Candidate for Director
Mr. Norimasa Kitazawa has long played a leadership role in the management by acting as the representative
director of overseas companies of Pigeon Group. He has promoted strategic market development of theCompany in foreign countries, in which the Company is a new entrant, and particularly in China, he has
successfully established business models to establish a sales company and two (2) manufacturing companies.
Furthermore, after being appointed as President and CEO of the Company in April 2019, he implemented
policies to enhance the Company’s corporate value further, including revising the Pigeon Way and changing theCompany’s brand. This experience and knowledge in corporate management are needed by the Company topursue initiatives that involve achieving the targets of the Seventh Medium-Term Business Plan and other futurebusiness activities. Moreover, the Company deems that he has the talent necessary as the President and CEO tospearhead efforts that enable the Company to enhance its corporate governance and maximize its corporate
value. Therefore, the Company has nominated him as a candidate to continue serving as Director.

– 10 –

Candidate
No.

Tadashi Itakura

3

Reappointment(January 5, 1964)

Career Summary, Position and Responsibility in the Company
Apr. 1987

Joined the Company

Jan. 2008

General Manager of Human Resources & General Affairs Dept.,
Administration Div.

Jan. 2009Managing Officer and Division Manager of Human Resources & General
Affairs Div.

Apr. 2012Managing Officer of the Company and President of Thai Pigeon Co.,
Ltd.

Jan. 2014

Managing Officer and Division Manager of Research & Development
Div.

Apr. 2014

Director, Junior Managing Executive Officer and Division Manager ofResearch & Development Div.

Jan. 2015

Director, Junior Managing Executive Officer and Supervision of Research& Development Div., Quality Control Div. and Customer Service Center

Apr. 2016

Director, Junior Managing Executive Officer and Division Manager of
Quality Control Div. and Supervision of Research & Development Div.,
Logistics Div. and Customer Service Center

Mar. 2017

Director, Managing Executive Officer and Supervision of Customer
Communication Div., Research & Development Div., Quality Control Div.
and Logistics Div.

Jan. 2019

Director, Managing Executive Officer and General Manager of Global
Head Office

Mar. 2020

Director, Senior Managing Executive Officer and General Manager of
Global Head Office

Aug. 2021

Director, Senior Managing Executive Officer and General Manager of
Global Head Office and Division Manager of Accounting & Finance Div.
(current position)

Number of theCompany’s commonshares held:
12,418 shares(Number of shares
scheduled to bedelivered based on
stock remuneration
system: 5,398 shares)
Attendance at Board of
Directors meetings:
7 out of 7 times
Attendance atGovernance Committee
meetings:
6 out of 6 times

Notable Concurrent Positions
None.
Reasons for Nomination as Candidate for Director
Mr. Tadashi Itakura has experience in the fields of accounting, human resources, and general affairs, and has
also played a leadership role in management by acting as the representative director of overseas manufacturing
companies. As the Division Manager of the Research & Development Division, he has also promoted initiatives
to strengthen development and quality control which constitute the Company’s core competencies. Since
January 2019, as the General Manager of Global Head Office, he has managed and promoted policies tostrengthen group governance from the standpoints of the brand, ESG, and risk management. This experienceand knowledge in corporate management are needed by the Company to pursue initiatives that involve
achieving the targets of the Seventh Medium-Term Business Plan and other future business activities. Moreover,
the Company deems that he has the talent necessary to contribute to efforts that enable the Company toenhance its corporate governance and maximize its corporate value and therefore nominated him as a
candidate to continue serving as Director.

– 11 –

Candidate
No.

Yasunori Kurachi

4

Reappointment(December 25, 1959)

Career Summary, Position and Responsibility in the Company
Mar. 1982

Joined the Company

Oct. 2004

Block Manager of North Japan Block, Domestic Sales Div.

Jan. 2006

Managing Officer and Division Manager of Marketing Div.

Jan. 2008

Managing Officer and Deputy Division Manager of Domestic Baby &Mother Care Business Div.

Jan. 2011

Managing Officer and Division Manager of Domestic Baby & Mother
Care Business Div.

Apr. 2013

Director, Junior Managing Executive Officer and Supervision ofDomestic Baby & Mother Care Business Div. and Child Care Service
Business Div.

Apr. 2014

Director, Junior Managing Executive Officer and Supervision ofDomestic Baby & Mother Care Business Div., Health & Elder Care
Business Div. and Child Care Service Business Div.

Jan. 2016

Director, Junior Managing Executive Officer and Division Manager of
Health & Elder Care Business Div. of the Company and President of
Pigeon Tahira Co., Ltd. and Supervision of Domestic Baby & Mother
Care Business Div. and Child Care Service Business Div. of the Company

Jan. 2018

Director, Junior Managing Executive Officer and Division Manager of
Health & Elder Care Business Div. and Supervision of Domestic Baby &Mother Care Business Div. and Child Care Service Business Div.

Jan. 2019

Director, Managing Executive Officer, Deputy Head of Japan Operations(current position)

Number of theCompany’s commonshares held:
21,503 shares(Number of shares
scheduled to bedelivered based on
stock remuneration
system: 5,003 shares)
Attendance at Board of
Directors meetings:
7 out of 7 times

Notable Concurrent Positions
None.
Reasons for Nomination as Candidate for Director
Mr. Yasunori Kurachi has abundant experience in the realm of sales and marketing in the domestic childcare
product business. He has also played a leadership role in brand development and has achieved results, including
strengthening the Company’s marketing capabilities and consolidating business operations. Since January 2019,as the Deputy Head of Japan Operations, he has been promoting initiatives to strengthen development andquality control which constitute the Company’s core competences. This experience and knowledge in corporate
management are needed by the Company to pursue initiatives that involve achieving the targets of the Seventh
Medium-Term Business Plan and other future business activities. Moreover, the Company deems that he has thetalent necessary to contribute to efforts that enable the Company to maximize its corporate value and therefore
nominated him as a candidate to continue serving as Director.

– 12 –

Candidate
No.

Kevin Vyse-Peacock5(May 25, 1967)

Career Summary, Position and Responsibility in the Company
Sep. 1989

Joined Croda UK Ltd

Jul. 1993

Earned an MBA from Leeds University

Apr. 1996

Sales and marketing director healthcare of Croda UK Ltd

Apr. 2001

Established Lansinoh Laboratories, Inc.-UK branch President

Feb. 2010

President and CEO of Lansinoh Laboratories, Inc.

Apr. 2016

Director, Junior Managing Executive Officer of the Company, andPresident and CEO of Lansinoh Laboratories, Inc.

Jan. 2018

Reappointment

Director, Junior Managing Executive Officer and Division Manager ofLansinoh Business Div. of the Company and President and CEO of
Lansinoh Laboratories, Inc. (current position)

Number of theCompany’s commonshares held:
4,002 shares(Number of shares
scheduled to bedelivered based on
stock remuneration
system: 4,002 shares)
Attendance at Board of
Directors meetings:
7 out of 7 times

Notable Concurrent Positions
President and CEO of Lansinoh Laboratories, Inc.
Reasons for Nomination as Candidate for Director
Mr. Kevin Vyse-Peacock joined Lansinoh Laboratories, Inc. in 2001 and has led business management as
President of the UK branch of Lansinoh Laboratories, Inc. as well as President and CEO of Lansinoh Laboratories,
Inc. He has realized expansion into global markets through various efforts including expanding the Lansinohbrand in Europe and the U.S.A., commencement of deployment of nursing bottles and nursing bottle nipples,
which are two (2) of Pigeon’s mainstay products, in Europe and the U.S.A., as well as establishing sales
companies in various countries. This experience and knowledge in corporate management will be needed inpromoting the globalization of the Company, as well as in achieving the targets of the Seventh Medium-TermBusiness Plan and in other future business activities. Moreover, the Company deems that he has the talentnecessary to contribute to efforts that enable the Company to maximize its corporate value and therefore
nominated him as a candidate to continue serving as Director.

– 13 –

Candidate
No.

Takayuki Nitta

6

Outside(November 8, 1970)

Career Summary, Position and Responsibility in the Company
Apr. 1995

Reappointment

Participated in Japan Overseas Cooperation Volunteers of Japan
International Cooperation Agency (JICA) (later changed from a special
public institution to an independent administrative institution under thesame English name)Mar. 1999

Joined Corporate Directions, Inc.

Jun. 2005

Joined Asuka Corporate Advisory Co., Ltd.

Feb. 2009

Executive Director of Asuka Corporate Advisory Co., Ltd.

Oct. 2013

Established Misaki Consulting (currently known as Misaki Capital Inc.)
Partner of Misaki Capital Inc. (current position)

Apr. 2015

Outside Director of the Company (current position)

Independent
Number of theCompany’s commonshares held:
5,100 shares
Attendance at Board of
Directors meetings:
7 out of 7 times
Attendance at
Voluntary
Remuneration
Committee meetings:
3 out of 3 times
Attendance at
Voluntary Nominating
Committee meetings:
5 out of 5 times

Notable Concurrent Positions
Partner of Misaki Capital Inc.
Reasons for Nomination as Candidate for Outside Director and Overview of Expected Role
Mr. Takayuki Nitta is a candidate for Outside Director as provided for in Article 2, paragraph (3), item (vii) of theRegulation for Enforcement of the Companies Act. He has a wealth of knowledge in corporate management
nurtured through extensive experience at a management consulting company and investment managementcompanies. As an Outside Director, we expect him to use this knowledge to provide useful advice andrecommendations on the Company’s management strategies from an investor’s perspective. Because he iscurrently performing these roles as an Outside Director, he has been nominated as a candidate for Outside
Director.

– 14 –

Candidate
No.

Rehito Hatoyama

7

Reappointment
Outside(January 12, 1974)

Independent

Career Summary, Position and Responsibility in the Company
Apr. 1997

Joined Mitsubishi Corporation

May 2008

Joined Sanrio Company, Ltd.

Jun. 2008

Earned an MBA from Harvard Business School

Jun. 2010

Director of Sanrio Company, Ltd.

Apr. 2013

Managing Director of Sanrio Company, Ltd.

Jun. 2013

Outside Director of DeNA Co., Ltd.

Jun. 2015

CEO of Sanrio Media & Pictures Entertainment, Inc.

Mar. 2016

Outside Director of LINE Corporation

Apr. 2016

Director of Sanrio Company, Ltd.

Apr. 2016

Outside Director of the Company (current position)

Jun. 2016

Outside Director of transcosmos inc. (current position)

Jul. 2016

Established Hatoyama Soken Corporation Representative Director of
Hatoyama Soken Corporation (current position)

Mar. 2021

Outside Director and Audit and Supervisory Committee Member of Z
Holdings Corporation (current position)

Number of theCompany’s commonshares held:
2,700 shares
Attendance at Board of
Directors meetings:
7 out of 7 times
Attendance atGovernance Committee
meetings:
6 out of 6 times

Notable Concurrent Positions
Representative Director of Hatoyama Soken Corporation
Outside Director and Audit and Supervisory Committee Member of Z Holdings Corporation
Outside Director of transcosmos inc.
Reasons for Nomination as Candidate for Outside Director and Overview of Expected Role
Mr. Rehito Hatoyama is a candidate for Outside Director as provided for in Article 2, paragraph (3), item (vii) of
the Regulation for Enforcement of the Companies Act. He has abundant experience and a wealth of knowledge
regarding management in terms of international business strategy and execution of such strategy in operatingcompanies, corporate governance, etc. As an Outside Director, we expect him to use this knowledge to provide
useful advice and recommendations on the Company’s management strategies. Because he is currently
performing these roles as an Outside Director, he has been nominated as a candidate for Outside Director.

– 15 –

Candidate
No.

Chiaki Hayashi

8

Reappointment
Outside(August 8, 1971)

Career Summary, Position and Responsibility in the Company
Apr. 1994

Joined Kao Corporation

Feb. 2000

Established Loftwork Inc., Representative Director of Loftwork Inc.

Feb. 2012

Assistant Director of MIT Media Lab

Apr. 2014

President and Representative Director, Hidakuma Co., ltd

May 2019

Chief Executive Officer of Hidakuma Co., ltd (current position)

Mar. 2020

Outside Director of the Company (current position)

Feb. 2021

Chairperson, Loftwork Inc. (current position)

Nov. 2021

Outside Director of JINS HOLDINGS Inc. (current position)

Independent

Number of theCompany’s commonshares held:
700 shares
Attendance at Board of
Directors meetings:
7 out of 7 times
Attendance atGovernance Committee
meetings:
6 out of 6 times

Notable Concurrent Positions
Chairperson, Loftwork Inc.
Chief Executive Officer of Hidakuma Co., ltd
Outside Director of JINS HOLDINGS Inc.
Reasons for Nomination as Candidate for Outside Director and Overview of Expected Role
Ms. Chiaki Hayashi is a candidate for Outside Director as provided for in Article 2, paragraph (3), item (vii) of theRegulation for Enforcement of the Companies Act. She co-founded Loftwork Inc., which deals with various
design projects, and has abundant project management experience (online, physical spaces, community, andbusiness). She is also proactively involved in MTRL, a platform for creators and manufacturers that seeks new
possibility for materials. She also has abundant experience in co-creation as the Assistant Director at the MIT
Media Lab and has won various creative awards. While driving business as an entrepreneur, she serves as amember of various committees including METI’s Industrial Structure Council. As an Outside Director, she isexpected to use her wealth of insight and experience to provide useful advice and recommendations to theCompany’s business execution, including in the area of product development, in line with the Company’s
mission of being a Design Driven Company. Because she is currently performing these roles as an Outside
Director, she has been nominated as a candidate for Outside Director.

– 16 –

Candidate
No.

Eriko Yamaguchi

9

Reappointment
Outside(August 21, 1981)

Career Summary, Position and Responsibility in the Company
Mar. 2006

Established MOTHERHOUSE Co., Ltd., CEO of MOTHERHOUSE Co., Ltd.
(current position)

Nov. 2007

Managing Director of MATRIGHOR Limited (current position)

Dec. 2015

Director of MOTHERHOUSE Asia Pacific Limited

Aug. 2017

Director of MOTHERHOUSE TAIWAN Co., Ltd. (current position)

Mar. 2020

Outside Director of the Company (current position)

Independent
Number of theCompany’s commonshares held:
100 shares
Attendance at Board of
Directors meetings:
6 out of 7 times
Attendance at
Voluntary
Remuneration
Committee meetings:
3 out of 3 times
Attendance at
Voluntary Nominating
Committee meetings:
5 out of 5 times

Notable Concurrent Positions
CEO of MOTHERHOUSE Co., Ltd.
Managing Director of MATRIGHOR Limited
Director of MOTHERHOUSE TAIWAN Co., Ltd.
Reasons for Nomination as Candidate for Outside Director and Overview of Expected Role
Ms. Eriko Yamaguchi is a candidate for Outside Director as provided for in Article 2, paragraph (3), item (vii) of
the Regulation for Enforcement of the Companies Act. She established MOTHERHOUSE Co., Ltd., which operates
under the philosophy of “we spotlight the potential of developing countries through our products to establish
an international brand” and conducts business that aims to “manufacture products in developing countries that
truly satisfy customers.” In addition to business management, she also drives business as the head of productdesign. She cultivates local production in developing countries and enriches those regions by creating brands
that pursue the possibilities of local natural materials, thereby promoting the circulation of consumer activities
there. With such activities recognized, she won various awards both in Japan and overseas as a globally active
female entrepreneur. As an Outside Director, she is expected to use her wealth of insight and experience toprovide useful advice and recommendations on the Company’s management strategies and other business
operations, as the Company aims to become a Design Driven Company with the aim of making further progressin overseas business. Because she is currently performing these roles as an Outside Director, she has been
nominated as a candidate for Outside Director.

– 17 –

Candidate
No.

Yumiko Miwa

10

New appointment
Outside(October 12, 1965)

Independent

Career Summary
Apr. 1988

Joined Nomura Securities Co., Ltd.

Apr. 1996

Full-time Assistant, School of Commerce, Meiji University

Apr. 1997

Full-time Lecturer, School of Commerce, Meiji University

Apr. 2000

Assistant Professor, School of Commerce, Meiji University

Apr. 2002

Member, Fund Management Committee, Pension Fund Association for
Local Government Officials

Oct. 2005

Professor, School of Commerce, Meiji University (current position)

Apr. 2006

Visiting Professor, Stephen M. Ross School of Business, University ofMichigan

Apr. 2020

Member, Fund Management Committee, National Federation of Mutual
Aid Associations for Municipal Personnel (current position)

Jun. 2020

Outside Director of Eisai Co., Ltd. (current position)

Apr. 2021

Member, Pension Asset Management Review Committee, The Mutual
Aid Association of Prefectural Government Personnel (current position)

Number of theCompany’s commonshares held:
0 sharesNotable Concurrent Positions
Professor, School of Commerce, Meiji University
Member, Fund Management Committee, National Federation of Mutual Aid Associations for Municipal
Personnel
Outside Director of Eisai Co., Ltd.
Member, Pension Asset Management Review Committee, The Mutual Aid Association of Prefectural
Government Personnel
Reasons for Nomination as Candidate for Outside Director and Overview of Expected Role
Ms. Yumiko Miwa is a candidate for Outside Director as provided for in Article 2, paragraph (3), item (vii) of theRegulation for Enforcement of the Companies Act. Although she has never been involved in the management of
a company except as an outside director, she is an expert in ESG and corporate governance, having conducted
research related to the development of institutional investors and corporate governance, engagement ofinstitutional investors, and ESG investment. She also has knowledge of finance and accounting, and possesses ahigh level of insight and supervisory ability regarding management with a focus on these fields. ESG andcorporate governance initiatives are becoming more important today, and using her abundant insight andexperience, as an Outside Director, she is expected to provide useful advice and recommendations on the
Company’s management strategy and on improved corporate governance, in line with the Company’s missionof being a Design Driven Company. In consideration of the fact that the Board of Directors of the Company iscomposed of Directors with various specialties and experiences, etc., and based on her career, specialties andabilities, the Company judged that she is capable of fulfilling the roles expected above and nominated her as a
new candidate for Outside Director.
Notes: 1.

There is no special interest between the candidate and the Company.

2.

Although Takayuki Nitta is a partner of Misaki Capital Inc., it has been confirmed that the said company(including the funds it manages) has not made any investment in the Company and will not do so until
the end of candidate his term as an Outside Director of the Company. Therefore, it has been concluded
that there is no risk of conflict of interest between he and our general shareholders.

3.

The Company has no transactional relationship with Hatoyama Soken Corporation or Z Holdings
Corporation, at which Rehito Hatoyama has concurrent positions. Furthermore, although he is an
Outside Director of transcosmos inc., and the Company and transcosmos inc. have a transactional
relationship of ¥176 million per year (for the fiscal year ended December 2021), the value of the– 18 –

transactions comprises less than 1% of the Company’s consolidated net sales. Therefore, it has beenconcluded that there is no risk of conflict of interest between he and our general shareholders.
4.

The Company has no transactional relationship with Hidakuma Co., ltd or JINS HOLDINGS Inc. at which
Chiaki Hayashi has concurrent positions. Furthermore, although she is Chairperson of Loftwork Inc.,and the Company and Loftwork Inc., have a transactional relationship of ¥1 million (for the fiscal year
ended December 2021), the value of the transactions comprises less than 1% of the Company’s
consolidated net sales. Therefore, it has been concluded that there is no risk of conflict of interest
between she and our general shareholders.

5.

The Company has no transactional relationship with MOTHERHOUSE Co., Ltd., MATRIGHOR Limited, or
MOTHERHOUSE TAIWAN Co., Ltd., at which Eriko Yamaguchi has concurrent positions.

6.

There is no transactional relationship including donation between the Company and Meiji University,
the National Federation of Mutual Aid Associations for Municipal Personnel, Eisai Co., Ltd., or The
Mutual Aid Association of Prefectural Government Personnel at which Yumiko Miwa has concurrent
positions.

7.

After getting married, Yumiko Miwa’s surname changed to Shibata, but her maiden name Miwa is used
for her work including as a university professor.

8.

Takayuki Nitta, Rehito Hatoyama, Chiaki Hayashi and Eriko Yamaguchi currently serve as Outside
Directors of the Company. Their terms of office as of the conclusion of the Meeting are six (6) years
and eleven (11) months for Takayuki Nitta, five (5) years and eleven (11) months for Rehito Hatoyama,
and two (2) years for both Chiaki Hayashi and Eriko Yamaguchi.

9.

Takayuki Nitta, Rehito Hatoyama, Chiaki Hayashi and Eriko Yamaguchi have been designated as
independent director/auditor as specified in Rule 436-2 of Securities Listing Regulations of the Tokyo
Stock Exchange and registered as independent officers with the stock exchange. If this proposal isapproved and adopted, Takayuki Nitta, Rehito Hatoyama, Chiaki Hayashi and Eriko Yamaguchi willcontinue to be designated and registered as independent director/auditor, and the Company plans todesignate and register Yumiko Miwa newly as an independent officer.

10. The Company has concluded limited liability contracts with Takayuki Nitta, Rehito Hatoyama, Chiaki
Hayashi and Eriko Yamaguchi which limit their liability for damages prescribed in Article 423, paragraph(1) of the Companies Act, pursuant to the provisions of Article 427, paragraph (1) of the same Act andthe Articles of Incorporation. If this proposal is approved and adopted, limited liability contracts willagain be concluded with Takayuki Nitta, Rehito Hatoyama, Chiaki Hayashi and Eriko Yamaguchi, and alimited liability contract will be newly concluded with Yumiko Miwa. Furthermore, the limit of liability
for damages pursuant to the limited liability contracts is the aggregate sum of the amounts prescribedin each item in Article 425, paragraph (1) of the Companies Act.
11. If this proposal is approved and each candidate assumes the office of Director, the Company will enter
into an indemnification agreement with each candidate pursuant to Article 430-2, paragraph (1) of theCompanies Act, whereby the Company will indemnify (provided, however, that in the event that theindemnified person is found to have performed his/her duties for the purpose of gaining unjust
enrichment for him/herself or a third party, or for the purpose of causing damage to the Company, orin the event that the indemnified person is found to have performed his/her duties with malice or grossnegligence, the indemnified expenses, etc. shall be refunded.) the candidates for the expenses
stipulated in item (i) of the same paragraph and the loss stipulated in item (ii) of the same paragraphto the extent provided for by law.
12. The Company has concluded a liability insurance contract for officers, etc. with an insurance company
as stipulated in Article 430-3, paragraph (1) of the Companies Act. If this proposal is approved andadopted, Shigeru Yamashita, Norimasa Kitazawa, Tadashi Itakura, Yasunori Kurachi, Kevin Vyse-Peacock,
Takayuki Nitta, Rehito Hatoyama, Chiaki Hayashi and Eriko Yamaguchi will continue to be insured
persons in the liability insurance contract, and Yumiko Miwa will newly become an insured person in
the liability insurance contract.
13. During the fiscal year under review, the Board of Directors and the Voluntary Remuneration Committee
held the following written resolutions in addition to the number of meetings stated above.
Board of Directors: Once / Voluntary Remuneration Committee: Once

– 19 –

Proposal 4:

Election of One (1) Audit & Supervisory Board Member

Audit & Supervisory Board Member Mr. Tsutomu Matsunaga will resign as of the conclusion of the
Meeting. Accordingly, the Company hereby proposes the election of one (1) Audit & Supervisory
Board Member as his substitute.
With respect to this proposal, the Company has obtained the consent of the Audit & Supervisory
Board.
The candidate for Audit & Supervisory Board Member is as follows:

Koji Ishigami

New appointment(July 8, 1962)

Career Summary and Position in the Company
Mar. 1986

Joined the Company

Jan. 2006

General Manager, Marketing Department, Marketing Division

Jan. 2007

Managing Officer and Division Manager of HHC & Elder Care Business
DivisionJan. 2013

Managing Officer, Division Manager of Health & Elder Care Business
Division of the Company and President of Pigeon Tahira Co., Ltd.

Jan. 2016

Managing Officer and Senior Managing Director of Pigeon Tahira
Corporation

Jan. 2018

Managing Officer and Division Manager of Human Resources & General
Affairs Div.

Dec. 2019

Managing Officer and Division Manager of Administration Division(current position)

Number of theCompany’s commonshares held:
39,000 shares

Notable Concurrent Positions
None.
Reasons for Nomination as Candidate for Audit & Supervisory Board Member
Mr. Koji Ishigami has extensive knowledge of and experience in the fields of sales and marketing, and has longplayed a leadership role in the Company’s healthcare and nursing care business. He has led the launch of new
brands targeting the active age group in addition to conventional nursing care products, and has a proven trackrecord in strengthening sales capabilities and consolidating businesses. In addition, as Division Manager of the
Human Resources & General Affairs Division from January 2018, he implemented a fundamental reform of theCompany’s human resources system and established a framework for realizing ”a group of professionals who
embody the Pigeon Way and demonstrate outstanding skills while making the most of their individuality.” In
addition, he has a wide range of knowledge related to management with a focus on people, which is considered
the most important management resource, including the clarification of human resource development policies
and the establishment and promotion of systems. In light of such experience, the Company deems that he has
adequate talent to perform the role of Audit & Supervisory Board Member and nominated him as a new
candidate for Audit & Supervisory Board Member.
Notes: 1. There is no special interest between the candidate and the Company.
2. The term of office of the candidate shall be until the expiration of the scheduled term of office of theresigning Audit & Supervisory Board Member as stipulated in the Company’s Articles of Incorporation.
3. If this proposal is approved and adopted, and the candidate takes office as an Audit & Supervisory Board
Member, the Company plans to enter into a limited liability contract with the candidate which limits his
liability for damages prescribed in Article 423, paragraph (1) of the Companies Act, pursuant to theprovisions of Article 427, paragraph (1) of the same Act and the Articles of Incorporation. The limit ofliability for damages pursuant to the limited liability contract is the aggregate sum of the amounts
prescribed in each item in Article 425, paragraph (1) of the Companies Act.

– 20 –

4. If this proposal is approved and the candidate assumes the office of Audit & Supervisory Board Member,the Company will enter into an indemnification agreement with the candidate pursuant to Article 4302, paragraph (1) of the Companies Act, whereby the Company will indemnify (provided, however, that in
the event that the indemnified person is found to have performed his duties for the purpose of gaining
unjust enrichment for himself or a third party, or for the purpose of causing damage to the Company,
or in the event that the indemnified person is found to have performed his duties with malice or grossnegligence, the indemnified expenses, etc. shall be refunded.) the candidate for the expenses stipulated
in item (i) of the same paragraph and the loss stipulated in item (ii) of the same paragraph to the extent
provided for by law.
5. The Company has concluded a liability insurance contract for officers, etc. with an insurance company
as stipulated in Article 430-3, paragraph (1) of the Companies Act. If this proposal is approved andadopted, and the candidate takes office as an Audit & Supervisory Board Member, the candidate will be
included newly as an insured person in the liability insurance contract.

– 21 –

Reference: Policy and system for corporate governance(1) Basic policy for corporate governance
The Company has developed the “Pigeon Way,” as described below, comprising its Purpose, Values, Action
Principles and Vision, under its Corporate Philosophy of “Love” and its Credo of “Only love can beget love,” as thebasis of its spirit and actions to be shared by all Pigeon Group employees, both in Japan and abroad.
The “Pigeon Way” is more than a mere slogan. The Company believes that having all employees become strongly
aware of the “Pigeon Way” and putting it into action will inevitably improve corporate value, and that its corporate
value encompasses both social and economic value. We are aiming to achieve the goal of improving social value
mainly by becoming an indispensable part of society, while delivering joy and happiness to our target customers,by providing solutions and new value. The Company established the following six (6) priority materialities (Key
Issues) to be addressed in terms of Sustainable Development Goals (SDGs) and Environmental, Social, andGovernance (ESG); 1) enhancement of business competitiveness and R&D capabilities, 2) sustainable reduction ofenvironmental impact, 3) enhancement of stakeholder support capability, 4) improvement of the quality of humanresources, 5) creation of comfortable working environment, and 6) development of a solid management base, all ofwhich will be incorporated into our business strategies. Meanwhile, we are aiming to achieve the goal of improving
economic value mainly by increasing free cash flow consistently, efficiently, and strategically, as we move into the
future.
Based on this approach, the Company defines corporate governance as “the system that pays due respect to theviews of our employees, customers, business partners, shareholders and local communities, and that ensurestransparent and fair as well as prompt and bold decision-making” and the purpose of corporate governance as themeans to achieving “the Company’s sustained growth and the improvement of corporate value in the medium- tolong-term.”
The Company will continue to further strengthen this system in accordance with the above definition and makeefforts to continuously enhance its corporate governance in pursuit of further improving its corporate value.

Pigeon Way

Corporate Philosophy
Love
Credo
Only love can beget love
VisionTo be the baby product manufacturer most trusted by theworld’s babies and families, “Global Number One”

Purpose

We want to make the world more baby-friendly byfurthering our commitment to understanding andaddressing babies’ unique needs

Values Integrity
 Communication, Consent, Trust Passion

Action Principles
 Agility Keep sight of consumers
 Global collaboration among competent individuals
 Leadership and logical working style Willingness to change– 22 –

(2) Corporate Governance Structure (As of December 31, 2021)
General Meeting of Shareholders
Appoint/Dismiss

Appoint//
Dismiss

Decision-Making Functions/Supervising Functions

Voluntary Nominating
Committee with 5 Directors(Outside Directors: 3)
Voluntary Remuneration
Committee with 5 Directors(Outside Directors: 3)

Advisory Panels for
the Board of Directors

Governance Committee with
5 Directors , 2 Audit & Supervisory
Board Members(Outside Directors: 2, Outside Audit &Supervisory Board Members: 2)

Appoint/
Dismiss
Consult

Advice/ProposeAudit Functions
Board of Directors
with 12 Directors(Outside Directors: 5)

Risk Management
Committee
Sustainability
Committee

Audit

Appoint/Dismiss/Supervise

Appoint/Dismiss

Audit & Supervisory Board
with 4 Members(Outside Audit & Supervisory
Board Members: 2)
Audit

Accounting
Audit

Business Execution Functions
ReportAppoint//
Dismiss

ReportAccounting Auditors

Representative Director

InstructManagement
Committee
Place matters on
the agenda/Report

Internal
Audit

Audit Department

4 Executive Managing Officers
11 Managing Officers
Instruct
Business Departments and Group Companies(3) Board of Directors
The Company’s Board of Directors makes decisions on matters that are to be solely determined by the Board of
Directors, based on laws and regulations and the Articles of Incorporation, as well as important matters stipulated
in the “Board of Directors Rules,” and receives reports on matters stipulated by these rules.
The Board of Directors is attended by Internal Directors, Outside Directors and Audit & Supervisory Board Members,
and while seeking partnership between business execution functions, decision-making/supervising functions andaudit functions, it responds promptly and appropriately to changes in the business environment and makes
management decisions rationally and effectively to establish sustained growth and a solid operating foundation. By
operating the Board of Directors in a way that elicits lively opinions from Outside Directors, the Company works toensure the enhancement of corporate governance and the appropriateness of decision making through Outside
Directors’ advice, etc., on the Company’s management strategies.
In addition, the Board of Directors of the Company conducts an annual evaluation of the effectiveness of the Boardof Directors and works to maintain and improve the effectiveness of the Board of Directors in order to increase
corporate value and achieve sustainable growth over the medium to long term. The results of the evaluation of theeffectiveness of the Board of Directors for the current fiscal year are as shown below.
1) Issues identified in the evaluation of the effectiveness of the Board of Directors implemented in the previous fiscal
year
In response to the issue of ensuring the internal control system’s effectiveness, the Governance Committee wasestablished to identify issues related to the Company’s governance, including the internal control system’s
effectiveness, and to examine and discuss matters that need to be improved.
2) Method used in the evaluation of the effectiveness of the Board of Directors implemented in the current fiscal
year
A Self-evaluation questionnaire or interview was conducted for every Director and Audit & Supervisory Board
Member, and the Governance Committee performed a review and held discussions based on the results of thequestionnaires, etc. that were collected and analyzed by the secretariat. The Board of Directors then discussed
the results based on the recommendations of the Governance Committee.
The questionnaires, etc. included questions on the role and function of the Board of Directors, the compositionand size of the Board of Directors etc., the operation of the Board of Directors, coordination with auditors,– 23 –

communication with the management, and engagement with shareholders and investors.
3) Results of the evaluation of the effectiveness of the Board of Directors implemented in the current fiscal year andfuture efforts
Some improvements from the results of the previous fiscal year were observed in ensuring the internal control
system’s effectiveness and the Outside Directors’ understanding of the Company and opportunities to play anactive role. Also, it was confirmed that the Board of Directors are making effective decisions through open andlively discussion and playing an influential role in improving medium- to long-term corporate value. Meanwhile,the need to further enhance efforts to fulfill the roles and functions of the Board of Directors and coordination
with auditors was identified. Focusing on the issues identified for the current fiscal year, we will continuallyconsider and work on the necessary responses to maintain and improve the effectiveness of the Board of
Directors.

(4) Status of audit system and audits
Audit & Supervisory Board Members, the Internal Audit Department, and Accounting Auditors mutually collaborate
by holding regular debriefing sessions and at any time as necessary, exchanging information and opinions.
In accordance with the audit policy, the division of work, etc., the Audit & Supervisory Board consisting of four (4)Audit & Supervisory Board Members, which includes two (2) Outside Audit & Supervisory Board Members, conducts
rigorous auditing through measures such as attending important meetings including those of the Board of Directors,
giving an audience to Directors, viewing important resolution documents and other documentation, andinvestigating the status of operations and property. In addition, by receiving reports from the Representative
Directors on matters such as important company issues and giving feedback from the Audit & Supervisory Board
Members regarding information and the like heard from within the Company, it carries out exchanges of opinions
regularly.
Furthermore, an Audit Department under the direct control of the President and CEO was established as the Internal
Audit Department, which regularly implements internal audits on the Company and its domestic and overseas Group
companies from the perspective of confirming operational effectiveness, efficiency, compliance, and asset
preservation. Audit results are reported to all Directors and Audit & Supervisory Board Members, and suggestions
for improvement and follow-ups are implemented.

(5) Governance Committee
To further strengthen corporate governance in the Pigeon Group, we established the Governance Committee in thecurrent fiscal year as an advisory panel to the Board of Directors, chaired by an Outside Director and with a majorityof its members being Outside Directors and Outside Audit & Supervisory Board Members. The Committee
deliberates on various issues related to corporate governance within the Group that have been identified throughthe evaluation of the effectiveness of the Board of Directors, etc., from the perspective of promoting organic
coordination and integration and proactive implementation, and provides advice and recommendations to theBoard of Directors.

(6) Voluntary Remuneration Committee and Executive Remuneration Policy
In order to increase the independence, objectivity, and transparency of the executive remuneration system, theCompany has established a Voluntary Remuneration Committee as an advisory panel to the Board of Directors. The
chairman and the majority of members of the committee are Independent Outside Directors. The Voluntary
Remuneration Committee deliberates on the need for revisions to the Executive Remuneration Policy, the individuallevel of executive remuneration (base amount by position), the performance targets and evaluation table forbonuses, and the performance evaluations and amounts of individual payments for the bonuses and stock
remuneration paid in the previous fiscal year, and provides advice and proposals to the Board of Directors.
In addition, the Board of Directors made a resolution after receiving the report from the deliberation of the proposal
at the Voluntary Remuneration Committee, and the Company formulated its Executive Remuneration Policy. The– 24 –

basic policy, remuneration structure, and payment details have been established in the Executive Remuneration
Policy. For details, please refer to the Company’s corporate website (https://www.pigeon.com/sustainability/files/pdf/Executive_remuneration_policy.pdf).

(7) Voluntary Nominating Committee and Executive Nomination Policy
The Company has established a Voluntary Nominating Committee as an advisory panel to the Board of Directors toenhance the independence, objectivity, and transparency of the appointment/dismissal and nomination decisionmaking processes for Directors and the Chief Executive Officer (CEO). The chairman and the majority of membersof the committee are Independent Outside Directors. The Voluntary Nominating Committee deliberates on theappointment/dismissal criteria for Directors and the CEO and the successor plan, etc., and provides advice andproposals to the Board of Directors.
In addition, the Board of Directors made a resolution after receiving the report from the deliberation of the proposal
at the Voluntary Nominating Committee, and the Company formulated its Executive Nomination Policy. The
personnel requirements for the CEO and the appointment/dismissal criteria for Directors and the CEO have been
established in the Executive Nomination Policy. The ideal human qualities necessary for the role of CEO of theCompany are “Human qualities that can enhance resourcefulness and continuously increase the Company’s
corporate value (social and economic value), based on the values of the Pigeon Way.” In addition, the detailed
human resource requirements are determined in terms of responsibility and authority, main duties and expected
results, and required competencies (behavioral characteristics, personality characteristics, experience andachievements, knowledge and skills). Furthermore, the dismissal criteria for Directors and the CEO are provided
below.
1)
2)
3)
4)

Where corrupt, unjust, or disloyal actions are suspected
Where a lack of qualifications is recognized, such as a legal violation
Where the process or results of the execution of duties is insufficient, or where it is deemed inappropriate tohave the individual continue to perform duties
Where ROE has fallen below 5% for three (3) consecutive fiscal years (only for the CEO)

Details of the Company’s Executive Nomination Policy are provided on the Company’s corporate website:
https://www.pigeon.com/sustainability/files/pdf/Executive_nomination_policy.pdf– 25 –