Note: This document has been partially translated into English from the original Japanese text for reference purpose only. In
the event of any discrepancy between this document and the original Japanese text, the original Japanese text shallprevail. The Company assumes no responsibility for the accuracy of this translation.

Pigeon Corporation
Notice of the 61st Ordinary
General Meeting of Shareholders

April 4, 2018
Dear Shareholders,
Pigeon Corporation (the “Company”) cordially invites you to attend the 61st Ordinary General Meetingof Shareholders of Pigeon Corporation (the “Meeting”). The details of the Meeting are provided 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., Wednesday, April 25, 2018 (JST).

Sincerely yours,
Shigeru Yamashita
President and COO
Pigeon Corporation
4-4, Nihonbashi-Hisamatsu-cho,
Chuo-ku, Tokyo–1–

Meeting Information
1.

Date and Time:Thursday, April 26, 2018, 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:a. Business Report and Consolidated Financial Statements for the 61st Fiscal Year (fromFebruary 1, 2017 to January 31, 2018), as well as the audit reports on the Consolidated
Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
b. Non-Consolidated Financial Statements for the 61st Fiscal Year (from February 1, 2017 toJanuary 31, 2018)
Matters to Be Resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Eleven (11) Directors
Proposal 3: 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., thecontents 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.)

Notes:* 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 areposted 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 and the Accounting Auditor in preparing theaudit reports in the same manner as the documents provided with this notice.
(1)(2)

Notes to consolidated financial statements
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 reception at the meeting venue.

Date and time:Thursday, April 26, 2018, 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 Form and return it to
us by mail.
If you do not indicate your approval or disapproval for a proposal, you will be assumed to have approved the
proposal.

Exercise deadline: No later than 5:15 p.m. on Wednesday, April 25, 2018 (JST)Exercise of voting rights via the Internet, etc.
Please refer to the Guidance for the Exercise of Voting Rights via the Internet, etc. (page 4) and indicate yourapproval or disapproval for each proposal.

Exercise deadline: No later than 5:15 p.m. on Wednesday, April 25, 2018 (JST)–3–

Guidance for the Exercise of Voting Rights via the Internet, etc.
Method of exercise of voting rights via the Internet, etc.
Please access https://evote.tr.mufg.jp/, log in using the Login ID and Temporary Password indicated on theenclosed Voting Form and indicate your approval or disapproval by following the instructions on the screen.

Deadline for the exercise of voting rights via the Internet, etc.
No later than 5:15 p.m. on Wednesday, April 25, 2018 (JST)* Please note that votes cannot be accepted from 2:00 a.m. to 5:00 a.m.
* The shareholder will pay the costs incurred when accessing the Internet voting website (including Internet access fees andcommunication expenses).
* The Internet voting website may not be available in certain Internet settings.
* For details, please contact the Help Desk provided below.

Login ID and Password
Please note that to prevent improper access (“impersonation”) or vote-altering by non-shareholders, you will be
asked to change your Temporary Password on the Internet voting website. You will be notified of your new LoginID and Temporary Password every time a General Meeting of Shareholders is convened.

If you have exercised your voting rights more than once
If you have exercised your voting rights both in writing and via the Internet, etc.
Only the voting rights you exercised via the Internet, etc. will be considered effective.
If you have exercised your voting rights more than once via the Internet, etc.
Only the voting rights you exercised last will be considered effective. (However, this is restricted to the votes castbefore the deadline for the exercise of voting rights.)

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.

–4–

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. Our basic
policy is to proactively return profits to shareholders through distribution of dividends from surplus andother means, while reinforcing our financial position by taking into consideration the medium-termchanges 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 ending January 31,2020), 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:
Cash

2.

Dividend property allotment and total amount thereof
Dividend per common share of the Company:
Total amount of dividends:

3.

¥35¥4,191,640,495

Effective date of distribution of dividends from surplus:
April 27, 2018

<Reference>
Dividend per share
Year-end dividendRecord date

Interim dividend¥25.00¥28.00¥53.00January 31, 2017

(Ordinary dividend: ¥22.00)(Commemorative dividend:¥3.00)(Ordinary dividend: ¥25.00)(Commemorative dividend:¥3.00)(Ordinary dividend: ¥47.00)(Commemorative dividend:¥6.00)

January 31, 2018

Annual dividend¥31.00¥35.00¥66.00(Ordinary dividend: ¥31.00)(Ordinary dividend: ¥35.00)(Ordinary dividend: ¥66.00)* With regard to the dividends for the year ended January 31, 2017, the interim dividend and the year-

end dividend were raised by ¥3 per share, respectively, as a commemorative dividend in celebration of
the 60th anniversary of the Company’s founding in addition to the ordinary dividend.
The annual dividend per share for the year ended January 31, 2018 is ¥66, an increase of ¥13 comparedto the previous year (ordinary dividend and commemorative dividend).

–5–

Proposal 2: Election of Eleven (11) 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 one (1), and hereby proposes the election of eleven (11) Directors.
The candidates for Directors are as follows:
Candidate
No.

1
2
3
4
5
6
7
8
9
10
11
Reappointment

Current Position in the
Company

Name
Reappointment

Yoichi Nakata

Executive Advisor andMember of the Board

Reappointment

Akio Okoshi

Chairman of the Board andCEO

Reappointment

Shigeru Yamashita

President and COO

Reappointment

Norimasa Kitazawa

Vice President and Director

Reappointment

Eiji Akamatsu

Director, Senior Managing
Executive Officer

Reappointment

Tadashi Itakura

Director, Managing
Executive Officer

Reappointment

Yasunori Kurachi

Director, Junior Managing
Executive Officer

Reappointment

Kevin Vyse-Peacock

Director, Junior Managing
Executive Officer

Reappointment

Takayuki Nitta

OutsideIndependent

Director

Reappointment

Rehito Hatoyama

OutsideIndependent

Director

Erika Okada

OutsideIndependent–

New
appointment

Reappointed candidate
for Director

New
appointment

Newly appointed
candidate for Director

OutsideCandidate for
Outside Director–6–

Independent

Candidate for an independent director based onprovisions of the Tokyo Stock Exchange

No.

Name
(Date of Birth)

Career Summary, Position and Responsibility in the Company
April
March
May
May
April
April

Reappointment
1

Yoichi Nakata(May 11, 1942)

Number of theCompany’s
CommonShares Held

1967
1969
1977
1983
2000
2007

Joined Mizuguchi Shoji Co., Ltd.
Joined the Company, Vice President and Director
Vice President and Representative Director
President and COO
Chairman and CEO
Executive Advisor and Member of the Board(current position)
Notable Concurrent Positions
None.
Reasons for Nominating Him as a Candidate for Director
Mr. Yoichi Nakata has led operations as a Director or representative
director for more than 30 years from 1969 until April 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 from a privately held company. This
experience and knowledge in corporate management, as well as his
advice in terms of leading the Company in the right direction, are neededby the Company to pursue initiatives that involve achieving the targets of
the Sixth Medium-Term Business Plan and other future businessactivities. Therefore, the Company has nominated him as a candidate tocontinue serving as Director.

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

–7–3,038,804

No.

Name
(Date of Birth)

Career Summary, Position and Responsibility in the Company

Number of theCompany’s
CommonShares Held

March
1969
September 1989
August1998

Reappointment
2

Akio Okoshi(October 14, 1950)

Joined the Company
Vice President of Lite Corporation
General Manager of Sales Dept., Industrial MaterialDiv. of Plus Kogyo (currently known as J-Film Corp.)
August2001 Deputy Division Manager of Administration Div. of
the Company
December 2001 Managing Officer
April2004 Director
April2006 Managing Director
April2007 President and COO
April
2013 Chairman of the Board and CEO (current position)
Notable Concurrent Positions
None.

Reasons for Nominating Him as a Candidate for Director
Mr. Akio Okoshi has abundant experience and accomplishments inreforming personnel systems and other aspects of human resources
strategy. Acting as a Director with representative authority since 2007, hehas spearheaded efforts that have involved formulating and executing theThird Medium-Term Business Plan and the Fourth-Medium TermBusiness Plan and has furthermore helped to increase the Company’s
corporate value by accelerating growth of Company operations throughoverseas business expansion and other initiatives. As Chairman of theBoard as a non-executive Director, he appropriately manages themeetings of the Board of Directors and also provides suitable
management oversight to achieve the long-term vision of the Company.
This experience and knowledge in corporate management as well as
qualities he has developed as Chairman of the Board are needed by theCompany to pursue initiatives that involve achieving the targets of the
Sixth Medium-Term Business Plan and other future business activities.
Moreover, the Company deems that he has the managerial talentnecessary to spearhead 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.

–8–

12,100No.

Name(Date of Birth)

Career Summary, Position and Responsibility in the Company

Number of theCompany’s
CommonShares Held

March
1981 Joined the Company
February 1997 President of Pigeon Industries (Thailand) Co., Ltd.
July
2004 President of Lansinoh Laboratories, Inc.
April
2007 Managing Officer
April2009 Director
April2011 Managing Director
April2012 Director and Managing Executive Officer
April2013 President and COO (current position)
Notable Concurrent Positions
None.
Reappointment
3

Shigeru Yamashita(February 14, 1958)

Reasons for Nominating Him as a Candidate for Director
Mr. Shigeru Yamashita has abundant experience and accomplishments inbuilding the growth platforms of manufacturing centers and sales
companies overseas. Since taking up the position of President and COO
in April 2013, he has enhanced the cohesiveness of the entire PigeonGroup by striving to achieve “world class business excellence,” byestablishing “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 tohelp improve the quality of management, including the introduction ofunique Pigeon Value Added (PVA) management benchmarks, whichenabled the Company to receive the Grand Prix of the Corporate Value
Improvement Award presented by the Tokyo Stock Exchange and thePorter Prize. This experience and knowledge in corporate management
are needed by the Company to pursue initiatives that involve achieving
the targets of the Sixth Medium-Term Business Plan and other futurebusiness activities. Moreover, the Company deems that he has the
managerial talent necessary to act as the COO to spearhead efforts thatenable 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.

–9–

83,936No.

Name(Date of Birth)

Career Summary, Position and Responsibility in the Company
April
1979
September 1983
April
1998
May
2002
January 2008

Reappointment
4

Norimasa Kitazawa(January 20, 1956)

Joined Aster Corporation
Joined the Company
President of Pigeon Singapore Pte. Ltd.
President of Pigeon (Shanghai) Co., Ltd.
Managing Officer and Deputy Division Manager ofOverseas Business Div. of the Company andPresident of Pigeon (Shanghai) Co., Ltd.
March
2011 Senior Managing Officer and Division Manager ofChina Business Div. of the Company and President of
Pigeon (Shanghai) Co., Ltd.
April
2012 Director, Junior Managing Executive Officer andDivision Manager of China Business Div. of theCompany and President of Pigeon (Shanghai) Co.,
Ltd.
April
2013 Director, Managing Executive Officer, Division
Manager of China Business Div. and Supervision ofOverseas Business Div.
April
2014 Director, Senior Managing Executive Officer,
Division Manager of China Business Div. andSupervision of Overseas Business Div.
March
2016 Vice President and Director, Division Manager ofOverseas Business Div. and Division Manager ofChina Business Div. of the Company and
Representative Director of Pigeon (Shanghai) Co.,Ltd.
January 2018 Vice President and Director, Supervision of China
Business Div., Singapore Business Div. and Lansinoh
Business Div. of the Company, and Representative
Director of Pigeon (Shanghai) Co., Ltd. (current
position)
Notable Concurrent Positions
Representative Director of Pigeon (Shanghai) Co., Ltd.

Number of theCompany’s
CommonShares Held

Reasons for Nominating Him as a 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 the Company in foreign countries, in which the Company
is a new entrant, and particularly in China, he has successfully establishedbusiness models to establish a sales company and two manufacturing
companies. This experience and knowledge in corporate management areneeded by the Company to pursue initiatives that involve achieving thetargets of the Sixth Medium-Term Business Plan and other futurebusiness activities. Moreover, the Company deems that he has the talentnecessary to spearhead efforts that enable the Company to maximize its
corporate value with a focus on China and other overseas markets.
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 –

22,100No.

Name(Date of Birth)

Career Summary, Position and Responsibility in the Company
March
May
AugustReappointment
5

Eiji Akamatsu(October 3, 1958)

Joined the Company
President of Pigeon Will Co., Ltd.
General Manager of Child Care Service Business Div.
of the Company and President of Pigeon Hearts Co.,
Ltd.
March
2007 Managing Officer and Division Manager of Child
Care Service Business Div. of the Company andPresident of Pigeon Hearts Co., Ltd.
April
2011 Director, Division Manager of Child Care Service
Business Div. and Supervision of Accounting &Finance Div.
April
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.
April
2013 Director, Managing Executive Officer andSupervision of Corporate Administration Div.,
Accounting & Finance Div. and Human Resources &General Affairs Div.
April
2014 Director, Senior Managing Executive Officer andSupervision of Corporate Administration Div.,
Accounting & Finance Div., Human Resources &General Affairs Div. and Audit Department (current
position)
Notable Concurrent Positions
None.

Number of theCompany’s
CommonShares Held

1982
2002
2006

Reasons for Nominating Him as a Candidate for Director
Mr. Eiji Akamatsu has acted as the representative director of two PigeonGroup 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 also implemented risk management
practices and achieved the introduction of new accounting systems andthe development of global human resources strategy for facilitating themanagement of Pigeon Group, among other things. This experience andknowledge in corporate management are needed by the Company topursue initiatives that involve achieving the targets of the Sixth MediumTerm Business Plan and other future business activities, and building
business platforms. Moreover, the Company deems that he has the talentnecessary to spearhead 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.

– 11 –

53,300No.

Name(Date of Birth)

Career Summary, Position and Responsibility in the Company
April
January

Reappointment
6

Tadashi Itakura(January 5, 1964)

Joined the Company
General Manager of Human Resources & General
Affairs Dept., Administration Div.
January 2009 Managing Officer and Division Manager of Human
Resources & General Affairs Div.
April
2012 Managing Officer of the Company and President ofThai Pigeon Co., Ltd.
January 2014 Managing Officer and Division Manager of Research& Development Div.
April
2014 Director, Junior Managing Executive Officer andDivision Manager of Research & Development Div.
January 2015 Director, Junior Managing Executive Officer andSupervision of Research & Development Div.,
Quality Control Div. and Customer Service Center
April
2016 Director, Junior Managing Executive Officer andDivision Manager of Quality Control Div. andSupervision of Research & Development Div.,
Logistics Div. and Customer Service CenterMarch2017 Director, Managing Executive Officer andSupervision of Customer Communication Div.,
Research & Development Div., Quality Control Div.
and Logistics Div. (current position)
Notable Concurrent Positions
None.

Number of theCompany’s
CommonShares Held

1987
2008

Reasons for Nominating Him as a Candidate for Director
Mr. Tadashi Itakura has experience in the fields of accounting, humanresources, and general affairs, and has also played a leadership role inmanagement by acting as the representative director of overseas
manufacturing companies. Since assuming the position of Division
Manager of Research & Development Division in April 2014, he has
been promoting initiatives to strengthen development and brand strengths
which constitute the Company’s core competencies. This experience andknowledge in corporate management are needed by the Company topursue initiatives that involve achieving the targets of the Sixth MediumTerm Business Plan and other future business activities. Moreover, theCompany deems that he has the talent 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.

– 12 –

5,720

No.

Name
(Date of Birth)

Career Summary, Position and Responsibility in the Company
March
October

Reappointment
7

Yasunori Kurachi(December 25,
1959)

Joined the Company
Block Manager of North Japan Block, Domestic Sales
Div.
January 2006 Managing Officer and Division Manager ofMarketing Div.
January 2008 Managing Officer and Deputy Division Manager ofDomestic Baby & Mother Care Business Div.
April
2011 Managing Officer and Division Manager of Domestic
Baby & Mother Care Business Div.
April
2013 Director, Junior Managing Executive Officer andSupervision of Domestic Baby & Mother Care
Business Div. and Child Care Service Business Div.
April
2014 Director, Junior Managing Executive Officer andSupervision of Domestic Baby & Mother Care
Business Div., Health & Elder Care Business Div. andChild Care Service Business Div.
January 2016 Director, Junior Managing Executive Officer andDivision Manager of Health & Elder Care BusinessDiv. of the Company and President of Pigeon TahiraCo., Ltd. and Supervision of Domestic Baby &Mother Care Business Div. and Child Care Service
Business Div. of the Company
January 2018 Director, Junior Managing Executive Officer andDivision Manager of Health & Elder Care BusinessDiv. and Supervision of Domestic Baby & Mother
Care Business Div. and Child Care Service BusinessDiv. (current position)
Notable Concurrent Positions
None.

Number of theCompany’s
CommonShares Held

1982
2004

Reasons for Nominating Him as a Candidate for Director
Mr. Yasunori Kurachi has abundant experience in the realm of sales andmarketing in the domestic childcare product business. He has also playeda leadership role in brand development and has achieved results,
including strengthening the Company’s marketing capabilities andconsolidating business operations. He has also been promoting renewed
structural reforms in the Health & Elder Care Business since April 2014.
This experience and knowledge in corporate management are needed by
the Company to pursue initiatives that involve achieving the targets of the
Sixth Medium-Term Business Plan and other future business activities.
Moreover, the Company deems that he has the talent necessary tocontribute 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 –

15,200No.

Name(Date of Birth)

Career Summary, Position and Responsibility in the Company
September 1989
July
1993
April
1996

Reappointment
8

Kevin VysePeacock(May 25, 1967)

Joined Croda UK Ltd
Earned an MBA from Leeds University
Sales and marketing director healthcare of Croda UK
Ltd
April
2001 Established Lansinoh Laboratories, Inc.-UK branchPresident of the UK branch of Lansinoh Laboratories,
Inc.
February 2010 President and CEO of Lansinoh Laboratories, Inc.
April
2016 Director, Junior Managing Executive Officer of theCompany, and President and CEO of Lansinoh
Laboratories, Inc.
January 2018 Director, Junior Managing Executive Officer andDivision Manager of Lansinoh Business Div. of theCompany and President and CEO of Lansinoh
Laboratories, Inc. (current position)
Notable Concurrent Positions
President and CEO of Lansinoh Laboratories, Inc.

Number of theCompany’s
CommonShares Held

Reasons for Nominating Him as a Candidate for Director
Mr. Kevin Vyse-Peacock joined Lansinoh Laboratories, Inc. in 2001 andhas 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 throughvarious efforts including expanding the Lansinoh brand in Europe and the
U.S.A., commencement of deployment of nursing bottles and nursing
bottle nipples, which are two 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 in promoting the globalization of the Company, as well as inachieving the targets of the Sixth Medium-Term Business Plan and inother future business activities. Moreover, the Company deems that hehas the talent 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.

– 14 –

0

No.

Name
(Date of Birth)

Career Summary, Position and Responsibility in the Company
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)March
1999 Joined Corporate Directions, Inc.
June
2005 Joined Asuka Corporate Advisory Co., Ltd.
February 2009 Executive Director of Asuka Corporate Advisory Co.,
Ltd.
October 2013 Established Misaki Consulting (currently known as
Misaki Capital Inc.)
Partner of Misaki Capital Inc. (current position)
April
2015 Director of the Company (current position)
Notable Concurrent Positions
Partner of Misaki Capital Inc.

April

Reappointment
Outside9

Independent
Takayuki Nitta(November 8, 1970)

Number of theCompany’s
CommonShares Held

1995

1,200

Reasons for Nominating Him as a Candidate for Outside Director
Mr. Takayuki Nitta is a candidate for Outside Director as provided for in
Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of theCompanies Act. He has a wealth of knowledge in corporate management
nurtured through extensive experience at a management consulting
company and investment management companies, 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 capitalefficiency, 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 thefunds 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 ofinterest 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 to that effect.
4. The candidate is currently an Outside Director of the Company. The period for which he has held the position of
Outside Director will be three (3) years as of the conclusion of the Meeting.
5. To appoint appropriate personnel with high independence as Outside Director, current Articles of Incorporation of theCompany provide that the Company may enter into a limited liability contract with an 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 Companies Act. Pursuant to such provision, the Company has enteredinto the limited liability contract with the candidate. In addition, upon the approval of reappointment of the candidate,
the Company plans to continue 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 theCompanies Act.

– 15 –

No.

Name(Date of Birth)

Career Summary, Position and Responsibility in the Company
April
May
June
June
April
June
June
March

Reappointment
Outside10

Independent
Rehito Hatoyama(January 12, 1974)

Joined Mitsubishi Corporation
Joined Sanrio Company, Ltd.
Earned an MBA from Harvard Business School
Director of Sanrio Company, Ltd.
Managing Director of Sanrio Company, Ltd.
Outside Director of DeNA Co., Ltd.
CEO of Sanrio Media & Pictures Entertainment, Inc.
Outside Director of LINE Corporation (current
position)
April
2016 Director of Sanrio Company, Ltd.
April
2016 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)
Notable Concurrent Positions
Representative Director of Hatoyama Soken Corporation
Outside Director of LINE Corporation
Outside Director of transcosmos inc.

Number of theCompany’s
CommonShares Held

1997
2008
2008
2010
2013
2013
2015
2016

1,500

Reasons for Nominating Him as a Candidate for Outside Director
Mr. Rehito Hatoyama is a candidate for Outside Director as provided forin Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of theCompanies Act. He has abundant experience and a wealth of knowledge
regarding management in terms of international business strategy andexecution of such strategy in operating companies, 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 willcontinue to serve as an Outside Director.
Notes: 1. There is no special interest between the candidate and the Company.
2. Although the candidate is the Representative Director of Hatoyama Soken Corporation, and an Outside Director ofLINE Corporation and transcosmos inc., the Company does not have a transactional relationship with any of the said
companies.
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 to that effect.
4. The candidate is currently an Outside Director of the Company. The period for which he has held the position of
Outside Director will be two (2) years as of the conclusion of the Meeting.
5. To appoint appropriate personnel with high independence as Outside Director, current Articles of Incorporation of theCompany provide that the Company may enter into a limited liability contract with an 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 Companies Act. Pursuant to such provision, the Company has enteredinto the limited liability contract with the candidate. In addition, upon the approval of reappointment of the candidate,
the Company plans to continue 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 theCompanies Act.

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No.

Name(Date of Birth)

Career Summary
AugustJune

New appointment
Outside11

Independent
Erika Okada(August 18, 1965)

Joined Merrill Lynch
Joined The Long-Term Credit Bank of Japan,Limited(currently known as Shinsei Bank, Limited)
August1992 Joined GE CapitalAugust1999 Assistant Professor at Olin Business School,
Washington University
August2007 Associate Professor at Shidler College of Business,
University of Hawai‘i
June2013 Visiting Associate Professor at The Wharton School,
The University of PennsylvaniaMay
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)
Notable Concurrent Positions
Professor at ICS, Hitotsubashi University
Outside Director of Resona Bank, Limited.

Number of theCompany’s
CommonShares Held

1987
1989

0

Reasons for Nominating Her as a Candidate for Outside Director
Ms. Erika Okada is a candidate for Outside Director as provided for in
Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of theCompanies Act. Although she has never been involved in corporate
management other than serving as an Outside Director or Outside
Corporate Auditor, she has experience in investment bank operations andfinance 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 abundant experience and wealth ofknowledge, the Company deems her capable of appropriately executing
duties as an Outside Director to enhance corporate governance throughproviding advice, etc. on management strategy. 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. Although the candidate is a professor at ICS of Hitotsubashi University, the Company does not have a transactional
relationship, including donations of any kind, with the university. Although the candidate is an Outside Director of
Resona Bank, Limited., the value of transactions, including borrowings, between the Company and the bank isminimal, comprising less than 1% of the Company’s consolidated net sales and of the bank’s ordinary income.
Therefore, it has been concluded that there is no risk of conflict of interest between the candidate and our generalshareholders.
3. If this proposal is approved, 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 of Incorporation of theCompany provide that the Company may enter into a limited liability contract with an 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 Companies Act. Pursuant to such provision, if this proposal isapproved, and the candidate takes office as Outside Director, the Company plans to enter into the limited liability
contract with her. 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.

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Standards for the Independence ofOutside Directors and Outside Audit & Supervisory Board Members
The Company stipulates the standards for the independence of its Outside Directors and Outside Audit &Supervisory Board Members (“outside officers”) as follows.
1.

Relationships with the Company and its subsidiaries (hereinafter collectively referred to as “PigeonGroup”)
An outside officer shall not be currently acting and shall not have acted in the past ten (10) years as a director,
auditor or employee of Pigeon Group.

2.

Relationships with business partners
An outside officer shall not be currently acting and shall not have acted in the past three (3) years as either ofthe following:(1) A major business partner of Pigeon Group (or in cases where the major business partner is a corporation,a director, auditor or employee thereof)(2) A business partner who has major transactions with Pigeon Group (or in cases where the party is a
corporation, a director, auditor or employee thereof)

3.

Relationships with shareholders
An outside officer shall not currently be or shall not have been in the past three (3) years a major shareholderof the Company (or in cases where the major shareholder is a corporation, a director, auditor or employee
thereof).

4.

Relationships with advisors and consultants
An outside officer shall not be currently acting and shall not have acted in the past three (3) years as either ofthe following:(1) An employee, partner or other member of Pigeon Group’s Independent Auditor or an employee, partner
or other member of a certified public accountant or an audit firm that provides advice to Pigeon Group on
accounting matters(2) A person who does not fall under any of the above, but is a certified public accountant, tax accountant,
attorney or other consultant (or in cases where the person is a corporation, association or other entity, an
employee, partner or other member thereof) and who gains from Pigeon Group a substantial amount ofcash or other assets other than remuneration for Directors and Audit & Supervisory Board Members

5.

Relationships with donation recipients
An outside officer shall not be currently acting and shall not have acted in the past three (3) years as director,
auditor or employee of a corporation or other entity that receives substantial donations from Pigeon Group.

6.

Relationships involving close relatives
An outside officer shall not be a close relative of any person mentioned in 1 to 5 above (excluding immaterial
person).

Notes: 1. A “major business partner of Pigeon Group” refers to a business partner with respect to which the Pigeon Group’sbusiness transactions with such business partner in the most recent fiscal year amount to 2% or more of annual
consolidated net sales of Pigeon Group.
2. A “business partner who has major transactions with Pigeon Group” refers to a business partner with respect to whichsuch business partner’s business transactions with Pigeon Group in the most recent fiscal year amount to 2% or moreof annual consolidated net sales of the business partner.
3. A “major shareholder” refers to a shareholder who holds 10% or more of the voting rights in the Company (including
indirect shareholdings).
4. A “substantial amount of cash” refers to an amount of cash over the past three (3) years averaging ¥10 million or more
per year in the case of an individual, or averaging 2% or more of consolidated net sales or total revenues in the case ofan entity.
5. “Substantial donations” refers to average donations over the past three (3) years of ¥10 million or more annually, or
exceeding 2% of an entity’s consolidated net sales or its total revenues, whichever is higher.
6. A “close relative” refers to a spouse or a relative who is within the second degree of kinship.

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Proposal 3:

Election of One (1) Audit & Supervisory Board Member

Audit & Supervisory Board Member Mr. Shinobu Iwamoto 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:
Name(Date of Birth)

Career Summary and Position in the Company
Joined Hirakata KINTETSU Department Store(currently known as KINTETSU Department Store)
November 1984 Joined Gakusei Kikaku Center Co., Ltd.
July
1985 Joined the Company
January 2006 Block Manager of West Japan Block, Domestic Sales
Div.
January 2008 General Manager of West Japan Sales Dept. ofDomestic Baby & Mother Care Business Div.
January 2010 General Manager of East Japan Sales Dept. ofDomestic Baby & Mother Care Business Div.
January 2013 Managing Officer and Deputy Division Manager ofDomestic Baby & Mother Care Business Div.
April
2013 Managing Officer and Division Manager of Domestic
Baby & Mother Care Business Div.
March2017 Senior Managing Officer and Division Manager ofDomestic Baby & Mother Care Business Div. (current
position)
Notable Concurrent Positions
None.

April

New appointment
Nobuyuki Hashimoto(January 30, 1959)

Number of theCompany’s
CommonShares Held

1983

5,000

Reasons for Nominating Him as a Candidate for Audit &Supervisory Board Member
Mr. Nobuyuki Hashimoto has long been engaged in the realm of sales ofthe domestic baby & mother care business, and has made numerous
contributions to the Company, including improving profitability throughthe reconstruction of marketing strategies, and expanding sales throughformulating strategies that capture major changes in the market.
Furthermore, he formulated the sales strategy for large-size products suchas baby strollers and car seats, a new business field of the Company,
created a new sales structure to incorporate such strategy, implemented
initiatives including the reassignment and development of humanresources to construct an organization framework, and thereby built thefoundation for sales expansion. In addition, he actively promotes
cooperation with related departments as well as related institutions andcompanies, and possesses a wide range of knowledge regarding
management.
In light of such experience, the Company deems that he has adequate
talent to perform the role of Audit & Supervisory Board Member.
Notes: 1. There is no special interest between the candidate and the Company.
2. The term of office of Mr. Nobuyuki Hashimoto 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.

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