Note: This document has been translated into English from the original Japanese text for reference purpose only. In theevent 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 54th Ordinary
General Meeting of Shareholders
Securities Code: 7956
April 5, 2011
Dear Shareholders,
Pigeon Corporation (the “Company”) cordially invites you to attend the 54th 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. After reading theReference Documents for the General Meeting of Shareholders provided herewith, please indicate
whether you approve or disapprove each proposal on the enclosed Voting Form and return it to theCompany by 5:15 p.m., Tuesday, April 26, 2011 (JST).
Sincerely yours,
Akio Okoshi
President and COO
Pigeon Corporation
4-4, Nihonbashi-Hisamatsu-cho,
Chuo-ku, Tokyo–1–Meeting Information
1.

Date and Time:
Wednesday, April 27, 2011, at 10:00 a.m. (JST)2.

Place:
Arcadia Ichigaya, 3F, “Fuji-no-ma”
2-25, Kudan-kita 4-chome, Chiyoda-ku, Tokyo

3.

Purpose of the Meeting
Matters to Be Reported:a. Business Report and Consolidated Financial Statements for the 54th Fiscal Year (fromFebruary 1, 2010 to January 31, 2011), as well as the audit reports of the Independent Auditors
and the Board of Corporate Auditors on Consolidated Financial Statements
b. Non-Consolidated Financial Statements for the 54th Fiscal Year (from February 1, 2010 toJanuary 31, 2011)
Matters to Be Resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Two (2) Directors
Proposal 3: Election of Four (4) Corporate Auditors
Proposal 4: Election of One (1) Substitute Corporate Auditor

Notes:* You are kindly requested to present 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 ourwebsite. (http://www.pigeon.co.jp/)–2–Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1: Appropriation of Surplus
The Company hereby makes the following proposal on the appropriation of surplus:
Year-end dividends
The Company regards the return of profits to shareholders as an important management priority. Ourbasic policy is to proactively return profits to shareholders through distribution of dividends from surplus
and/or other means, while reinforcing our financial position based on considerations of medium-termchanges in business conditions and the Pigeon Group’s business strategies. With respect to specific goalon the shareholder return, pursuant to our Third Medium-Term Business Plan (the “Plan”) announced in
March 2008, we are targeting a total shareholder return ratio of over 50% on a consolidated basis in the54th Fiscal Year (the year ended January 2011), the final fiscal year of the Plan. In order to achieve thisgoal, we have been seeking to further strengthen and upgrade measures for returning profits to theshareholders. Based on this 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:¥44
Total amount of dividends:¥880,626,472
As we have already paid an interim cash dividend of ¥44 per common share of the Company, thetotal annual dividend will be ¥88 per common share of the Company, which is ¥24 increase fromthe previous fiscal year.

3.

Effective date of distribution of dividends from surplus: April 28, 2011–3–

Proposal 2: Election of Two (2) Directors
In order to implement our Fourth Medium-Term Business Plan with certainty and to enhance theshareholder value by further strengthening our management team, the Company hereby proposes theelection of two (2) new directors.
The candidates for directors are as follows:No.

Name(Date of Birth)

Career Summary, Position and Responsibility in the Company, andNotable Concurrent Positions
March
1979
February 2001
December 2001

12

Hiroki Yuda
(October 10, 1955)

Eiji Akamatsu(October 3, 1958)

January

2003

January

2006

January

2008

March
May
January

1982
2002
2006

August2006

March2007

January

2011

Joined the Company
General Manager of Tokyo Metropolitan Area Sales
Dept., Domestic Sales Div.
Branch Manager of Osaka Branch, Domestic SalesDiv.
Block Manager of West Japan Block, Domestic SalesDiv.
Managing Officer and Division Manager of Domestic
Sales Div.
Managing Officer and Division Manager of Domestic
Baby & Mother Care Business Div. (current position)
Joined the Company
President of Pigeon Will Co., Ltd.
General Manager of Child Care Service Business Div.
of the Company and Managing Director of Pigeon
Hearts Co., Ltd.
General Manager of Child Care Service Business Div.
of the Company and President of Pigeon Hearts Co.,Ltd.
Managing Officer and Division Manager of Child
Care Service Business Div. of the Company andPresident of Pigeon Hearts Co., Ltd.
Managing Officer and Division Manager of Child
Care Service Business Div. of the Company (currentposition)

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

–4–

Number of theCompany’s
Shares Held600

5,000

Proposal 3: Election of Four (4) Corporate Auditors
The terms of office of all four (4) existing corporate auditors will expire as of the conclusion of theMeeting. Accordingly, the Company hereby proposes the election of four (4) corporate auditors.
With respect to this proposal, the Company has obtained the consent of the Board of Corporate Auditors.
The candidates for corporate auditors are as follows:
No.

Name
(Date of Birth)

Career Summary, Position in the Company,
and Notable Concurrent Positions
MarchAugustApril

1

Katsumi Oyabu(October 31, 1952)

2

Kimiyoshi Tanaka(January 16, 1952)

3

Shigeru Nishiyama(October 27, 1961)

4

Shuji Idesawa(January 15, 1957)

Joined the Company
General Manager of Corporate Planning Dept.
Managing Officer of Investor Relation Dept.,
Corporate Administration Div.
January 2006 Managing Officer of Investor & Public Relation
Dept., Corporate Administration Div.
January 2007 General Manager of Investor & Public Relation Dept.,
Corporate Administration Div.
April
2007 Standing Corporate Auditor (current position)
April
1974 Joined Emiya Shokai Co., Ltd.
November 1978 Joined the Company
February 1996 General Manager of Sales Planning Dept., DomesticSales Div.
February 2000 Managing Officer and Assistant to Division Managerof Domestic Sales Div.
December 2001 Managing Officer of Marketing Dept.
January 2004 Managing Officer of Procurement Dept.
January 2005 Managing Officer of Corporate Administration Div.
August2005 President of Tahira Co., Ltd. (currently known as
Pigeon Tahira Co., Ltd.)
March
2009 Member of Audit Dept. of the Company
April2009 Standing Corporate Auditor (current position)
March
1987 Registered as Certified Public Accountant
April2000 Assistant Professor at Waseda University Graduate
School of Asia-Pacific Studies
April
2003 Outside Corporate Auditor of the Company (currentposition)
April
2006 Professor at Waseda University Graduate School ofCommerce (current position)(Notable Concurrent Positions)
Professor at Waseda University Graduate School of Commerce
Outside Corporate Auditor of Mitsui Sumitomo Insurance Co., Ltd.
April
1983 Registered as Attorney (Dai-ichi Tokyo BarAssociation)
March
1995 Established Idesawa & Associates (currently knownas Idesawa & Partners)
Attorney-at-law/Managing Partner (current position)
April
2006 Outside Corporate Auditor of the Company (currentposition)(Notable Concurrent Positions)
Attorney-at-law/Managing Partner at Idesawa & Partners
Outside Corporate Auditor of F@N Communications, Inc.
Outside Corporate Auditor of Nextgen, Inc.

Number of theCompany’sShares Held

1976
2002
2005

4,900

3,000

2,500

3,300

Notes: 1. There is no special interest between the candidates and the Company.
2. There is no special interest between any of the organizations that Mr. Shigeru Nishiyama or Mr. Shuji Idesawa
concurrently holds a position in and the Company.
3. Mr. Shigeru Nishiyama and Mr. Shuji Idesawa are the candidates for outside corporate auditors. Both candidates havebeen designated as independent directors/corporate auditors as specified in Rule 436-2 of the Securities Listing
Regulations of Tokyo Stock Exchange, Inc. (TSE) and the Company notified the TSE to that effect.
4. The reason for nominating Mr. Shigeru Nishiyama as a candidate for outside corporate auditor is that he is current–5–

outside corporate auditor of the Company who provides his opinions based on his expert viewpoints as a certified
public accountant and a graduate school professor, and provides advice and suggestions for assuring the suitability andappropriateness of decisions of the Board of Directors. The Company therefore would like to have Mr. Nishiyama
reelected as outside corporate auditor. On an additional note, although Mr. Nishiyama has not been involved incorporate management in the past other than serving as an outside director or outside corporate auditor, he possesses
extensive knowledge on finance and accounting. Accordingly, the Company has come to a conclusion that Mr.
Nishiyama is capable of appropriately performing the duties of outside corporate auditor.
5. The reason for nominating Mr. Shuji Idesawa as a candidate for outside corporate auditor is that he is current outside
corporate auditor of the Company who provides his opinions based on his expert viewpoint as an attorney, andprovides advice and suggestions for assuring the suitability and appropriateness of decisions of the Board of Directors.
The Company therefore would like to have Mr. Idesawa reelected as outside corporate auditor. On an additional note,
although Mr. Idesawa has not been involved in corporate management in the past other than serving as an outside
corporate auditor, as an attorney, he possesses advanced knowledge and extensive experience in law and is an expert
of corporate legal matters. Accordingly, the Company has come to a conclusion that Mr. Idesawa is capable ofappropriately performing the duties as an outside corporate auditor.
6. Mr. Shigeru Nishiyama is currently a corporate auditor of the Company. The period for which he has held the positionof corporate auditor will become eight (8) years as of the conclusion of the Meeting.
7. Mr. Shuji Idesawa is currently a corporate auditor of the Company. The period for which he has held the position of
corporate auditor will become five (5) years as of the conclusion of the Meeting.
8. In order to appoint appropriate personnel who is highly independent for the position of outside corporate auditor,
current Articles of Incorporation of the Company permits the Company to enter into a limited liability agreement withoutside corporate auditor which limits the outside corporate auditor’s liability for damages prescribed in Article 423,
paragraph (1) of the Companies Act, pursuant to Article 427, paragraph (1) of the Companies Act. Pursuant to suchprovision, the Company has entered into such limited liability agreements with Mr. Shigeru Nishiyama and Mr. Shuji
Idesawa. In addition, upon the approval of reappointment of both of them, the Company plans to continue such limited
liability agreements. The maximum amount of damages for which corporate auditor is liable under such limited
liability agreement is the sum of the amounts prescribed in each item of Article 425, paragraph (1) of the CompaniesAct.

–6–Proposal 4: Election of One (1) Substitute Corporate Auditor
The validity of election of Mr. Hiroki Takano, who was elected as substitute corporate auditor at the 50th
Ordinary General Meeting of Shareholders held on April 26, 2007, will expire as of commencement ofthe Meeting. Accordingly, in order to prepare for a possible situation in which the number of corporate
auditors falls below the number required by laws and regulations, the Company proposes the election ofone (1) substitute corporate auditor.
With respect to this proposal, the Company has obtained the consent of the Board of Corporate Auditors.
The candidate for substitute corporate auditor is as follows:
Name(Date of Birth)
Tokiko Maruno(July 21, 1973)

Career Summary and Notable Concurrent Positions
OctoberOctober

2002
2002

Registered as Attorney (Dai-ichi Tokyo Bar Association)
Joined Idesawa & Partners (to the present)

Number of theCompany’sShares Held
0Notes: 1. There is no special interest between the candidate and the Company.
2. Ms. Tokiko Maruno is the candidate for substitute outside corporate auditor. She is a candidate who falls under thecategory of independent directors/corporate auditors as specified in Rule 436-2 of the Securities Listing Regulations of
the Tokyo Stock Exchange, Inc.
3. The reason for nominating Ms. Tokiko Maruno as a candidate for substitute outside corporate auditor is to have her
use her professional knowledge as an attorney for the Company’s audit. In addition, although Ms. Maruno has notbeen involved in corporate management in the past, as an attorney, she possesses advanced knowledge and extensive
experience in law and is an expert in corporate legal matters. Accordingly, the Company has come to a conclusion thatMs. Maruno is capable of appropriately performing the duties of outside corporate auditor.
4. In order to appoint appropriate personnel who is highly independent for the position of outside corporate auditor,
current Articles of Incorporation of the Company permits the Company to enter into a limited liability agreement withoutside corporate auditor which limits the outside corporate auditor’s liability for damages prescribed in Article 423,
paragraph (1) of the Companies Act, pursuant to Article 427, paragraph (1) of the Companies Act. In the event that Ms.
Tokiko Maruno assumes the position of corporate auditor, the Company plans to enter into such limited liability
agreement with her. The maximum amount of damages for which corporate auditor is liable under such limited
liability agreement is the sum of the amounts prescribed in each item of Article 425, paragraph (1) of the Companies
Act.

–7–