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 5, 2020
To our shareholders:
Norimasa Kitazawa,
President and CEO

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

Notice of the 63rd Ordinary
General Meeting of Shareholders
Dear Shareholders,
Pigeon Corporation (the “Company”) cordially invites you to attend the 63rd Ordinary General
Meeting of Shareholders of Pigeon Corporation (the “Meeting”). The details of the Meeting areprovided below.
If you are unable to attend in person, you may exercise your voting rights in writing or electronically(via the internet, etc.). After reviewing the Reference Documents for the General Meeting of
Shareholders provided herewith, please exercise your voting rights through either of the methods
described in page 3 by 5:15 p.m., Thursday, March 26, 2020 (JST).

1. Date and Time:

Friday, March 27, 2020, at 10:00 a.m. (JST)(The reason the date of the 63rd Ordinary General Meeting of
Shareholders does not correspond to the date of the previous Ordinary
General Meeting of Shareholders [April 25, 2019] is due to the decision
to hold such meetings during March each year as a result of changing
the Company’s fiscal year to the period from January 1 to December 31.)

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 63rd
Fiscal Year (from February 1, 2019 to December 31, 2019), 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 63rd Fiscal Year (fromFebruary 1, 2019 to December 31, 2019)–1–

Matters to be resolved
Proposal 1:

Appropriation of Surplus

Proposal 2:

Partial Amendments to Articles of Incorporation

Proposal 3:

Election of Twelve (12) Directors

Proposal 4:

Election of One (1) Audit & Supervisory Board Member

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 website (https://www.pigeon.co.jp/).
 Pursuant to the provisions of laws and regulations and the Company’s Articles of Incorporation, the following
items are posted on the Company’s website (https://www.pigeon.co.jp/) and not contained in the documents
provided with this notice; however, those items were audited by the Audit & Supervisory Board Members andthe Accounting Auditor in preparing the audit reports in the same manner as the documents provided with thisnotice.
(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:

Friday, March 27, 2020, at 10:00 a.m. (JST)(Reception starts at 9:00 a.m.)

Place:

Royal Park Hotel, 3F, Royal Hall

In case you are unable to attend the Meeting
Exercise of 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 Thursday, March 26, 2020 (JST)Exercise of 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 Thursday, March 26, 2020 (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 Sixth Medium-Term Business Plan (from the year ended January 31, 2018 through the year
ended December 31, 2019), we have listed “year-on-year increases in cash dividends in each fiscal
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:¥35
Total amount of dividends:¥4,191,623,100
3) Effective date of distribution of dividends from surplus:
March 30, 2020
<Reference>
Dividend per share
Record date

Interim dividend

Year-end dividend

Annual dividend

January 31, 2019

¥34

¥34

¥68

December 31, 2019

¥35

¥35

¥70

* The annual dividend per share for the year ended December 31, 2019 is ¥70, an increase of ¥2 compared to theprevious year.

–4–

Proposal 2:

Partial Amendments to Articles of Incorporation

1. Reasons for the proposal(1) To streamline management by slimming the Company’s Board of Directors, the number of
Directors established in Article 18 of the current Articles of Incorporation will be reduced bytwo (2), from up to fifteen (15) Directors to up to thirteen (13) Directors.
(2) So that the Directors and Audit & Supervisory Board Members can sufficiently exercise their
expected roles, Article 27 and Article 35 of the current Articles of Incorporation will be changed
to newly establishing a rule to release Directors, through a resolution by the Board of Directors,
from responsibility within the scope established by laws and regulations, and to allow theconclusion of limited liability contracts with Directors who are not executive directors and Audit& Supervisory Board Members who are not Outside Audit & Supervisory Board Members. The
Audit & Supervisory Board Members have agreed to the changes to Article 27.
2. Details of amendments
Details of the amendments are stated below.
(Amendments underlined)
Current Articles of Incorporation

Proposed amendments

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 be
fifteen (15) or less.

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

Article 27. (Limited Liability Contract for Outside
Directors)

Article 27. (Exemption from liability of Directors)(Newly established)

1. Pursuant to the provisions of Article 426,
paragraph (1) of the Companies Act, the Company
may, by resolution of the Board of Directors,
exempt Directors (including persons who wereformerly Directors) from their liability for damages
as provided for in Article 423, paragraph (1) of thesame Act, to the extent permitted by laws andregulations.

Pursuant to the provisions of Article 427, paragraph(1) of the Companies Act, the Company may conclude
a contract with Outside Directors to limit liability fordamages attributable to their negligence in carryingout duties; provided, however, the limit of liability
pursuant to the contract shall be the aggregate sumof the amounts prescribed in each item in Article 425,
paragraph (1) of the same Act.

2. Pursuant to the provisions of Article 427,
paragraph (1) of the Companies Act, the Company
may conclude a contract with Directors who are
not executive directors, etc. to limit liability fordamages attributable to their negligence incarrying out duties; provided, however, the limit ofliability pursuant to the contract shall be theaggregate sum of the amounts prescribed in each
item in Article 425, paragraph (1) of the same Act.

–5–

Current Articles of Incorporation

Proposed amendments

CHAPTER 5.
AUDIT & SUPERVISORY BOARD MEMBERS
AND AUDIT & SUPERVISORY BOARD

CHAPTER 5.
AUDIT & SUPERVISORY BOARD MEMBERS
AND AUDIT & SUPERVISORY BOARD

Article 35. (Limited Liability Contract for Outside Audit& Supervisory Board Members)

Article 35. (Exemption from liability of Audit &Supervisory Board Members)(Newly established)

1. Pursuant to the provisions of Article 426,
paragraph (1) of the Companies Act, the Company
may, by resolution of the Board of Directors,
exempt Audit & Supervisory Board Members(including persons who were formerly Audit &Supervisory Board Members) from their liability fordamages as provided for in Article 423, paragraph(1) of the same Act, to the extent permitted by laws
and regulations.

Pursuant to the provisions of Article 427, paragraph(1) of the Companies Act, the Company may conclude
a contract with Outside Audit & Supervisory Board
Members to limit liability for damages attributable totheir negligence in carrying out duties; provided,
however, the limit of liability pursuant to the contract
shall be the aggregate sum of the amounts prescribedin each item in Article 425, paragraph (1) of the sameAct.

2. Pursuant to the provisions of Article 427,
paragraph (1) of the Companies Act, the Company
may conclude a contract with Audit & Supervisory
Board Members to limit liability for damages
attributable to their negligence in carrying out
duties; provided, however, the limit of liability
pursuant to the contract shall be the aggregate
sum of the amounts prescribed in each item in
Article 425, paragraph (1) of the same Act.

–6–

Proposal 3:

Election of Twelve (12) Directors

The terms of office of all ten (10) existing Directors will expire as of the conclusion of the Meeting.
To further enhance corporate governance and improve corporate value, the Company has decided
to increase the number of Outside Directors by two (2), and hereby proposes the election of twelve(12) Directors.
The candidates for Director are as follows:

No.

Name

Current Position in the Company

1

Reappointment

Yoichi Nakata

Executive Advisor andMember of the Board

2

Reappointment

Shigeru Yamashita

Chairman of the Board

3

Reappointment

Norimasa Kitazawa

President and CEO

4

Reappointment

Eiji Akamatsu

Director, Senior Managing
Executive Officer

5

Reappointment

Tadashi Itakura

Director, Managing Executive
Officer

6

Reappointment

Yasunori Kurachi

Director, Managing Executive
Officer

7

Reappointment

Kevin Vyse-Peacock

Director, Junior Managing
Executive Officer

8

Reappointment

Takayuki Nitta

9

Reappointment

Rehito Hatoyama

10

Reappointment

Erika Okada

11

New appointment

Chiaki Hayashi

12

New appointment

Eriko Yamaguchi

OutsideIndependent
OutsideIndependent
OutsideIndependent
OutsideIndependent
OutsideIndependent

Reappointment

Reappointed candidate for Director

New appointment

Newly appointed candidate for Director

OutsideIndependent

Director

Director

Director––

Candidate for Outside Director
Candidate for independent director based on provisions of the Tokyo Stock Exchange–7–Candidate
No.

Yoichi Nakata

1

Reappointment(May 11, 1942)

Career Summary, Position and Responsibility in the Company
Apr. 1967

Joined Mizuguchi Shoji Co., Ltd.

Mar. 1969

Joined the Company, Vice President and Director

May 1977

Vice President and Representative Director

May 1983

President and CEO

Apr. 2000

Chairman of the Board

Apr. 2007

Executive Advisor and Member of the Board (current position)

Number of theCompany’s commonshares held:
1,942,093 shares(Number of shares
scheduled to bedelivered based on
stock remuneration
system: 3,289 shares)

Notable Concurrent Positions
None.
Reasons for Nomination as Candidate for Director
Mr. Yoichi Nakata has led operations as a Director or representative director for more than 30 years from 1969
until 2007. His accomplishments include formulating the Company’s Corporate Philosophy, establishing the Joso
Laboratory (now Central Laboratory) which acts as an R&D center for Pigeon Group, and establishing overseas
manufacturing centers. He was also instrumental in making the Company public and making its transition froma privately held company. This experience and knowledge in corporate management, as well as his advice interms of leading the Company in the right direction, are needed by the Company to pursue initiatives thatinvolve achieving the targets of the Seventh Medium-Term Business Plan and other future business activities.
Therefore, the Company has nominated him as a candidate to continue serving as Director.
Notes: 1. There is no special interest between the candidate and the Company.
2. If this proposal is approved and adopted, and the candidate takes office as Director, the Company plans
to appoint him as a Director who does not execute business. 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 the provisions of Article 427, paragraph (1) of the same
Act, provided that Proposal 2 “Partial Amendments to Articles of Incorporation” is approved and adopted
as originally proposed. The limit of liability for damages pursuant to the limited liability contract is theaggregate sum of the amounts prescribed in each item in Article 425, paragraph (1) of the Companies
Act.

–8–

Candidate
No.

Shigeru Yamashita

2

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.

July 2004

President and CEO of Lansinoh Laboratories, Inc.

Apr. 2007

Managing Officer

Apr. 2009

Director

Apr. 2011

Managing Director

Apr. 2012

Director and Managing Executive Officer

Apr. 2013

President and CEO

Apr. 2019

Chairman of the Board (current position)

Number of theCompany’s commonshares held:
91,722 shares(Number of shares
scheduled to bedelivered based on
stock remuneration
system: 4,386 shares)

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 in April
2013, he has enhanced the cohesiveness of the entire Pigeon Group by striving to achieve “world class businessexcellence,” by establishing “Pigeon Way” and by actively talking about this concept so that 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 andknowledge 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, theCompany deems that he has the managerial talent necessary to act as the Chairman of the Board to spearhead
efforts that enable the Company to maximize its corporate value and therefore nominated him as a candidate tocontinue serving as Director.
Note:

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

–9–

Candidate
No.

Norimasa Kitazawa

3

Reappointment(January 20, 1956)

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

Joined Aster Corporation

Sept. 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:
30,683 shares(Number of shares
scheduled to bedelivered based on
stock remuneration
system: 5,483 shares)

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 in April 2019, he implemented policies to enhance theCompany’s corporate value further, including revising the Pigeon Way and changing the Company’s brand. 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 talent necessary as the President and CEO to spearhead efforts
that enable the Company to maximize its corporate value. Therefore, the Company has nominated him as a
candidate to continue serving as Director.
Note:

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

– 10 –

Candidate
No.

Eiji Akamatsu

4

Reappointment(October 3, 1958)

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

Joined the Company

May 2002

President of Pigeon Will Co., Ltd.

Aug. 2006

General Manager of Child Care Service Business Div. of the Company
and President of Pigeon Hearts Co., Ltd.

Mar. 2007

Managing Officer and Division Manager of Child Care Service BusinessDiv. of the Company and President of Pigeon Hearts Co., Ltd.

Apr. 2011

Director, Division Manager of Child Care Service Business Div. andSupervision of Accounting & Finance Div.

Apr. 2012

Director, Junior Managing Executive Officer, Division Manager of
Human Resources & General Affairs Div. and Supervision of Accounting& Finance Div. and Child Care Service Business Div.

Apr. 2013

Director, Managing Executive Officer and Supervision of Corporate
scheduled to be
Administration Div., Accounting & Finance Div. and Human Resources & delivered based on
General Affairs Div.
stock remuneration

Apr. 2014

Director, Senior Managing Executive Officer and Supervision of
Corporate Administration Div., Accounting & Finance Div., Human
Resources & General Affairs Div. and Audit Dept.

Jan. 2019

Director, Senior Managing Executive Officer and Head of Japan
Operations (Supervision of Human Resources & General Affairs Div.,
Domestic Baby & Mother Care Business Div., Health & Elder Care
Business Div., Child Care Service Business Div. and Logistics Div.)

Dec. 2019

Director, Senior Managing Executive Officer and Head of Japan
Operations (Supervision of Administration Div., Domestic Baby &Mother Care Business Div. and Related Business Div.) (current position)

Number of theCompany’s commonshares held:
38,889 shares(Number of sharessystem: 3,289 shares)

Notable Concurrent Positions
None.
Reasons for Nomination as Candidate for Director
Mr. Eiji Akamatsu has acted as the representative director of two (2) Pigeon Group companies in Japan and has
played a leadership role in promoting corporate governance and upgrading the Company’s internal control
systems since assuming the position of Director, Senior Managing Executive Officer in 2014. He has alsoachieved the introduction of new accounting systems and the development of global human resources strategy
to facilitate the management of Pigeon Group, among other things. Since January 2019, using his abundant
experience and knowledge, as the Head of Japan Operations, he has led a range of policies and reforms in bothsales strategy and human resources. 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 Planand other future business activities, and building business platforms. Moreover, the Company deems that he has
the talent necessary to spearhead efforts that enable the Company to maximize its corporate value andtherefore nominated him as a candidate to continue serving as Director.
Note:

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

– 11 –

Candidate
No.

Tadashi Itakura

5

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 (Supervision of Business Strategy Div., Accounting &Finance Div. and Audit Dept.) (current position)

Number of theCompany’s commonshares held:
9,761 shares(Number of shares
scheduled to bedelivered based on
stock remuneration
system: 2,741 shares)

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 theCompany to maximize its corporate value and therefore nominated him as a candidate to continue serving as
Director.
Note:

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

– 12 –

Candidate
No.

Yasunori Kurachi

6

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(Supervision of Research & Development Div., Quality Control Div. andCustomer Communication Div.)

Dec. 2019

Director, Managing Executive Officer, Deputy Head of Japan Operations(Supervision of Research & Development Div., Quality Control Div.,
Customer Communication Div. and Logistics Div.) (current position)

Number of theCompany’s commonshares held:
19,241 shares(Number of shares
scheduled to bedelivered based on
stock remuneration
system: 2,741 shares)

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.
Note:

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

– 13 –

Candidate
No.

Kevin Vyse-Peacock

7

Reappointment(May 25, 1967)

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

Joined Croda UK Ltd

July 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 of the UK
branch of Lansinoh Laboratories, Inc.

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

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:
2,192 shares(Number of shares
scheduled to bedelivered based on
stock remuneration
system: 2,192 shares)

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.
Note:

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

– 14 –

Candidate
No.

Takayuki Nitta

8(November 8, 1970)

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

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

Joined Corporate Directions, Inc.

June 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)

Reappointment
OutsideIndependent
Number of theCompany’s commonshares held:
2,500 shares
Attendance at Board of
Directors meetings:
8/8
Attendance atvoluntary
Remuneration
Committee meetings:
3/3
Attendance atvoluntary Nomination
Committee meetings:
2/2

Notable Concurrent Positions
Partner of Misaki Capital Inc.
Reasons for Nomination as Candidate for Outside Director
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, and through providing advice, etc. on the Company’s management strategy from a management
perspective that is focused on shareholders by keeping in mind the capital efficiency, he has been appropriately
executing his duties as an Outside Director to enhance corporate governance. Therefore, the Company has
nominated him as a candidate who will continue to serve as an Outside Director.
Notes: 1. There is no special interest between the candidate and the Company.
2. Although the candidate 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 the candidate’s term as an Outside Director of the Company. Therefore, it has been concluded
that there is no risk of conflict of interest between the candidate and our general shareholders.
3. The candidate has been designated as an independent director/auditor as specified in Rule 436-2 of the
Securities Listing Regulations of the Tokyo Stock Exchange (TSE) and the Company notified the TSE tothat effect. In addition, if the reappointment of the candidate is approved, the Company plans tocontinue to designate the candidate as independent director and notify TSE to that effect.
4. The candidate is currently an Outside Director of the Company. The period for which he has held theposition of Outside Director will be four (4) years and eleven (11) months as of the conclusion of the
Meeting.
5. To appoint appropriate personnel with high independence as Outside Director, current Articles ofIncorporation of the Company provide that the Company may enter into a limited liability contract withan Outside Director which limits the Outside Director’s 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. Pursuant to such provision, the Company has entered into the limited liability contract with thecandidate. In addition, upon the approval of reappointment of the candidate, the Company plans tocontinue the limited liability contract. The limit of liability 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.

– 15 –

Candidate
No.

Rehito Hatoyama

9(January 12, 1974)

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

Joined Mitsubishi Corporation

May 2008

Joined Sanrio Company, Ltd.

June 2008

Earned an MBA from Harvard Business School

June 2010

Director of Sanrio Company, Ltd.

Apr. 2013

Managing Director of Sanrio Company, Ltd.

June 2013

Outside Director of DeNA Co., Ltd.

June 2015

CEO of Sanrio Media & Pictures Entertainment, Inc.

Mar. 2016

Outside Director of LINE Corporation (current position)

Apr. 2016

Director of Sanrio Company, Ltd.

Apr. 2016

Outside Director of the Company (current position)

June 2016

Outside Director of transcosmos inc. (current position)

July 2016

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

Reappointment
OutsideIndependent

Number of theCompany’s commonshares held:
2,000 shares
Attendance at Board of
Directors meetings:
8/8
Attendance atvoluntary
Remuneration
Committee meetings:
3/3
Attendance atvoluntary Nomination
Committee meetings:
2/2

Notable Concurrent Positions
Representative Director of Hatoyama Soken Corporation
Outside Director of LINE Corporation
Outside Director of transcosmos inc.
Reasons for Nomination as Candidate for Outside Director
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, and through providing advice, etc. on management strategy, he has been appropriately executing
his duties as an Outside Director to enhance corporate governance. Therefore, the Company has nominated him
as a candidate who will continue to serve as an Outside Director.
Notes: 1. There is no special interest between the candidate and the Company.
2. The Company has no transactional relationship with Hatoyama Soken Corporation or LINE Corporation,
at which the candidate has concurrent positions. Furthermore, although the candidate is an Outside
Director of transcosmos inc., and the Company and transcosmos inc. have a transactional relationshipof ¥61 million (for the fiscal year ended December 2019), the value of the transactions comprises lessthan 1% of the Company’s and transcosmos inc.’s net sales. Therefore, it has been concluded that there
is no risk of conflict of interest between the candidate and our general shareholders.
3. The candidate has been designated as an independent director/auditor as specified in Rule 436-2 of the
Securities Listing Regulations of the Tokyo Stock Exchange (TSE) and the Company notified the TSE tothat effect. In addition, if the reappointment of the candidate is approved, the Company plans tocontinue to designate the candidate as independent director and notify TSE to that effect.
4. The candidate is currently an Outside Director of the Company. The period for which he has held theposition of Outside Director will be three (3) years and eleven (11) months as of the conclusion of the
Meeting.
5. To appoint appropriate personnel with high independence as Outside Director, current Articles ofIncorporation of the Company provide that the Company may enter into a limited liability contract withan Outside Director which limits the Outside Director’s 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. Pursuant to such provision, the Company has entered into the limited liability contract with the– 16 –

candidate. In addition, upon the approval of reappointment of the candidate, the Company plans tocontinue the limited liability contract. The limit of liability 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.

– 17 –

Candidate
No.

Erika Okada

10(August 18, 1965)

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

Joined Merrill Lynch

June 1989

Joined The Long-Term Credit Bank of Japan, Limited (currently known
as Shinsei Bank, Limited)

Aug. 1992

Joined GE CapitalAug. 1999

Assistant Professor at Olin Business School, Washington University

Aug. 2007

Associate Professor at Shidler College of Business, University of Hawai‘iJune 2013

Visiting Associate Professor at The Wharton School, The University ofPennsylvania

May 2014

Professor at The Graduate School of International Corporate Strategy(ICS), Hitotsubashi University (current position)

June 2015

Outside Corporate Auditor of Kakaku.com, Inc.

June 2016

Outside Director of Resona Bank, Limited (current position)

Apr. 2018

Outside Director of the Company (current position)

Reappointment
OutsideIndependent
Number of theCompany’s commonshares held:
300 shares
Attendance at Board of
Directors meetings:
8/8
Attendance atvoluntary
Remuneration
Committee meetings:
3/3
Attendance atvoluntary Nomination
Committee meetings:
2/2

Notable Concurrent Positions
Professor at ICS, Hitotsubashi University
Outside Director of Resona Bank, Limited
Reasons for Nomination as Candidate for Outside Director
Ms. Erika Okada 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 corporate
management other than serving as an Outside Director or Outside Corporate Auditor, she has experience ininvestment bank operations and finance operations at banks and companies, has engaged in research on
consumer behavior for many years at universities and graduate schools, and thereby possesses a high level of
specialized expertise regarding marketing. By capitalizing on her experience and wealth of knowledge, theCompany deems her capable of appropriately executing duties as an Outside Director to enhance corporate
governance through providing advice, etc. on management strategy. Therefore, the Company has nominatedher as a candidate to serve who will continue to serve as an Outside Director.
Notes: 1. There is no special interest between the candidate and the Company.
2. The Company has no transactional relationship, including donations and borrowings of any kind, withICS of Hitotsubashi University or Resona Bank, Limited, at which the candidate has concurrent positions.
3. The candidate has been designated as an independent director/auditor as specified in Rule 436-2 of the
Securities Listing Regulations of the Tokyo Stock Exchange (TSE) and the Company notified the TSE tothat effect. In addition, if the reappointment of the candidate is approved, the Company plans tocontinue to designate the candidate as independent director and notify TSE to that effect.
4. The candidate is currently an Outside Director of the Company. The period for which she has held theposition of Outside Director will be one (1) year and eleven (11) months as of the conclusion of the
Meeting.
5. To appoint appropriate personnel with high independence as Outside Director, current Articles ofIncorporation of the Company provide that the Company may enter into a limited liability contract withan Outside Director which limits the Outside Director’s 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. Pursuant to such provision, the Company has entered into the limited liability contract with thecandidate. In addition, upon the approval of reappointment of the candidate, the Company plans tocontinue the limited liability contract. The limit of liability 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.

– 18 –

Candidate
No.

Chiaki Hayashi

11(August 8, 1971)

New appointment
OutsideIndependent

Career Summary
Apr. 1994

Joined Kao Corporation

Feb. 2000

Established Loftwork Inc., Representative Director of Loftwork Inc.
(current position)

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)

Number of theCompany’s commonshares held:
0 sharesNotable Concurrent Positions
Representative Director of Loftwork Inc.
Chief Executive Officer of Hidakuma Co., ltd
Reasons for Nomination as Candidate for Outside Director
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. Considering her abundant
experience and wealth of knowledge, as a Design Driven company, the Company expects her to provide
appropriate advice in the product development field and deems that she has adequate talent to contribute toenhancing the Company’s corporate governance in the field of manufacturing. Therefore, the Company has
nominated her as a candidate to serve as a newly appointed Outside Director.
Notes: 1. There is no special interest between the candidate and the Company.
2. The Company has no transactional relationship with Loftwork Inc. or Hidakuma Co., ltd, at which thecandidate has concurrent positions.
3. If this proposal is approved and adopted, and the candidate takes office as Outside Director, she will be
designated as independent director/auditor as specified in Rule 436-2 of the Securities Listing
Regulations of the Tokyo Stock Exchange (TSE), and the Company plans to notify the TSE to that effect.
4. To appoint appropriate personnel with high independence as Outside Director, current Articles ofIncorporation of the Company provide that the Company may enter into a limited liability contract withan Outside Director which limits the Outside Director’s 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. Pursuant to such provision, if this proposal is approved and adopted, and the candidate takes officeas Outside Director, the Company plans to enter into the limited liability contract with her. 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.

– 19 –

Candidate
No.

Eriko Yamaguchi

12(August 21, 1981)

New appointment
OutsideIndependent

Career Summary
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. 2019

Committee Member of the Advisory Committee, Japan International
Cooperation Agency (current position)

Number of theCompany’s commonshares held:
0 sharesNotable 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
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. Considering her abundant experience in these developing countries and high level of
specialized expertise, as a Design Driven company that aims to further develop its overseas business, theCompany expects her to provide appropriate advice on management strategy and deems her capable ofappropriately executing duties as an Outside Director to enhance corporate governance. Therefore, theCompany has nominated her as a candidate to serve as a newly appointed Outside Director.
Notes: 1. There is no special interest between the candidate and the Company.
2. The Company has no transactional relationship with MOTHERHOUSE Co., Ltd., MATRIGHOR Limited,
MOTHERHOUSE TAIWAN Co., Ltd., or Japan International Cooperation Agency, at which the candidate
has concurrent positions.
3. If this proposal is approved and adopted, and the candidate takes office as Outside Director, she will be
designated as independent director/auditor as specified in Rule 436-2 of the Securities Listing
Regulations of the Tokyo Stock Exchange (TSE), and the Company plans to notify the TSE to that effect.
4. To appoint appropriate personnel with high independence as Outside Director, current Articles ofIncorporation of the Company provide that the Company may enter into a limited liability contract withan Outside Director which limits the Outside Director’s 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. Pursuant to such provision, if this proposal is approved and adopted, and the candidate takes officeas Outside Director, the Company plans to enter into the limited liability contract with her. 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 –

Proposal 4:

Election of One (1) Audit & Supervisory Board Member

Audit & Supervisory Board Member Mr. Nobuyuki Hashimoto 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:

Tsutomu Matsunaga(November 21, 1960)

New appointment

Career Summary and Position in the Company
Mar. 1984

Joined the Company

Jan. 2008

General Manager of Corporate Administration Dept., Corporate
Administration Div.

Jan. 2010

Managing Officer and Division Manager of Corporate Administration
Div. and General Manager of Systems Consulting Dept.

Jan. 2013

Managing Officer and Division Manager of Corporate Administration
Div.

May 2019

Managing Officer, Division Manager of Business Strategy Div. andGeneral Manager of Systems Consulting Dept. (current position)

Number of theCompany’s commonshares held:
0 sharesNotable Concurrent Positions
None.
Reasons for Nomination as Candidate for Audit & Supervisory Board Member
Mr. Tsutomu Matsunaga has long been involved in the formulation of management plans and strategies andexecutional support at both the Company and Group companies in Japan and overseas and has abundant
experience and a wealth of knowledge mainly in management planning and strategy. In addition to
management planning and strategy, he has led many divisions as the Division Manager of the IR, Public
Relations, Systems Consulting and Legal Affairs departments. From this experience, he has knowledge of theCompany’s overall operations and a wide range of fields, and the Company expects him to provide objective
opinions from a neutral standpoint. Therefore, the Company deems him capable of appropriately executing
duties as an Audit & Supervisory Board Member, and has nominated him as a candidate to serve as a newly
appointed 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 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, provided that Proposal 2 “Partial Amendments
to Articles of Incorporation” is approved and adopted as originally proposed. The limit of liability fordamages pursuant to the limited liability contract is the aggregate sum of the amounts prescribed ineach item in Article 425, paragraph (1) of the Companies Act.

– 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, 2019)
General Meeting of Shareholders
Appoint/Dismiss

ReportAudit

Board of Directors with 10 Directors(Outside Directors: 3)

Appoint/Dismiss
Advice/ProposeAppoint/
Dismiss/
Consultation

Voluntary
Nomination
Committee
with 5
Directors(Outside
Directors: 3)

Appoint/
Dismiss/
Consultation

Appoint/Dismiss/Supervise

2 Representative
Directors
Instruct

Advice/Propose

Execute Business

Audit & Supervisory Board
Accounting
Reportwith 4 Members(Standing Audit & Supervisory
Auditors
Board Members: 2)(Outside Audit & Supervisory
Accounting audit
Board Members: 2)
Reportjudgment

Collaborate
Audit

Management
Committee(6 Directors)(1 Audit &Supervisory Board
Member)Appoint/Dismiss/Supervise

Risk Management
Committee

Appoint/Dismiss

ReportAudit
Department(7 Auditors)

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

Appoint/Dismiss

Place importantmatters on theagenda5 Executive Managing Officers
13 Managing Officers

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, pursuant to 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.
Furthermore, the Board of Directors is attended by Internal Directors who do not concurrently serve as executive
officers, Outside Directors and Audit & Supervisory Board Members, and while seeking mutual partnership between
decision-making/management functions and auditing 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 opinionsfrom Outside Directors, the Company works to ensure the enhancement of corporate governance and theappropriateness of decision making through Outside Directors’ advice, etc., on the Company’s management
strategies.

(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 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, and investigating the status of operations andproperty. In addition, Audit & Supervisory Board Members, 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.

– 23 –

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) Policies and procedures for nomination of executives
In our Executive Nomination Policy, the Company has established the personnel requirements for the Chief Executive
Officer (CEO) and the appointment/dismissal criteria for Directors and the CEO.
The Company requires our CEO to be “human resources who can refine human power and continue increasing
corporate value (social value and economic value) under the values of Pigeon Way.” We have established detailed
personnel requirements from the standpoints of responsibility and authority, the main job responsibilities andexpected results, and the required capabilities (behavioral traits, personality traits, experience and performance,
knowledge and skills). The behavioral traits are provided below.
1)
2)
3)
4)
5)

Transformative leadership
Creating and disseminating a vision and corporate culture
Envisioning, planning and executing strategy
Developing human resources and organizations
Building corporate governanceFurthermore, 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)Furthermore, to enhance the independence, objectivity, and transparency of appointment/dismissal and nomination
decision-making process for Directors and the CEO, we have established a Voluntary Nomination Committee as anadvisory body to the Board of Directors. The chairman and the majority of members of the committee are
Independent Outside Directors. The Voluntary Nomination Committee deliberates on the appointment/dismissal
criteria and the CEO successor plan, etc., and provides advice and proposals to the Board of Directors.
Details of the Company’s Executive Nomination Policy are provided on the Company’s website (in Japanese only):(https://www.pigeon.co.jp/ir/assets/pdf/executive_nomination_pol_20191224.pdf)(6) Policy on executive remuneration and procedures for decision on executive remuneration, etc.
In our Executive Remuneration Policy, the Company has established the basic policy and remuneration structure for
executive remuneration. Specifically, 1) it should contribute to “management that improves the corporate value” ofthe Group over the medium to long term; 2) it should contribute to the hiring of talented managers toward theachievement of “Global Number One,” based on the “Pigeon Way”; and 3) the remuneration system should be highly
independent, objective, and transparent, and accountable to stakeholders. The details of remuneration structure
and payments are provided below.

– 24 –

[Directors of the Company (excluding Independent Outside Directors)]
The remuneration consists of basic remuneration (60%), bonuses (20%), and stock remuneration (20%).
Remuneration
type
Basic
remuneration
BonusesStockremuneration

Overview of specific payment details and methods
・Monetary amounts are decided by position and paid as monthly remuneration
・Bonuses are paid as incentives (short-term incentives) according to the Group’s
consolidated performance and the performance of the Director’s respective departments
each fiscal year
・Bonuses range from 0 to 150% based on the achievement level of targeted net sales,
operating income, and PVA (Pigeon Value Added) (the valuation ratio for each indicator is50%, 30%, and 20%, respectively)
・The Chairman of the Board, President and CEO, and Director responsible for GHO areevaluated only on consolidated performance, with other Directors evaluated 70% forconsolidated performance and 30% for the performance of their respective departments
・Stock remuneration consists of 60% performance-linked remuneration and 40% nonperformance-linked remuneration.
<Performance-linked remuneration>
Stock remuneration is paid as an incentive to improve the Group’s medium- to long-term
company performance and corporate value. Based on the level of achievement of the targeted
performance indicators (consolidated net sales CAGR, EPS growth rate, ROE and TSR [Total
Shareholder Return]) and non-financial indicators (sustainable reduction of environmental
impact, development of products and services that help solve social issues, and engaging in
dialogue with shareholders and investors in a responsible manner), stock remuneration ranges
from 0 to 150% (the valuation ratio is 80% for the performance indicators and 20% for the
non-financial indicators)<Non-performance-linked remuneration>
From the same-boat perspective, a fixed number of shares to be allocated as stock
remuneration
・Stock remuneration is allocated through a trust-based stock remuneration system. Thissystem grants points to Directors (excluding Independent Outside Directors) each year, andissues shares in the Company corresponding to the number of points from the trust at thetime of retirement

Furthermore, in order to increase the independence, objectivity, and transparency of the executive remuneration
system, we have established a Voluntary Remuneration Committee as an advisory body 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.
[Independent Outside Directors and Audit & Supervisory Board Members]
The remuneration for Outside Directors and Audit & Supervisory Board Members consists of basic remuneration
only.
Details of the Company’s Executive Remuneration Policy are provided on the Company’s website (in Japaneseonly): https://www.pigeon.co.jp/ir/assets/pdf/executive_Remuneration_report_20191224.pdf– 25 –