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.

(Distribution date) March 7, 2024

(Starting date of electronic provisioning measures) February 26, 2024
To our shareholders:
Norimasa Kitazawa,
President and CEO

Pigeon Corporation

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

Notice of the 67th Ordinary
General Meeting of Shareholders
Pigeon Corporation (the “Company”) is pleased to announce the 67th Ordinary General Meeting of
Shareholders of Pigeon Corporation (the “Meeting”). The details of the Meeting are provided below.
In convening the Meeting, we have taken measures to provide the information contained in the
Reference Documents for the General Meeting of Shareholders in electronic format (items to beprovided in electronic format), which are posted on the Company’s corporate website on theinternet, so please access our corporate website below to review the contents.
[The Company’s Corporate Website]
https://www.pigeon.co.jp/ir/kabunushi_sokai/
The items to be provided in electronic format are also posted on the following website in addition
to the aforementioned corporate website, so please access the following website to review thecontents.
[General Meeting of Shareholders Materials Website] https://d.sokai.jp/7956/teiji/
Instead of attending the Meeting in person, you may exercise your voting rights in writing orelectronically (via the internet, etc.). After reviewing the Reference Documents for the General
Meeting of Shareholders provided herewith, please exercise your voting rights through either ofthe methods described in page 3 by 5:15 p.m., Wednesday, March 27, 2024 (JST).

–1–1. Date and Time:Thursday, March 28, 2024, at 10:00 a.m. (JST)

2. Place:

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

3. Purpose of the Meeting

Matters to be reported

1. Business Report and Consolidated Financial Statements for the 67th
Fiscal Year (from January 1, 2023 to December 31, 2023), 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 67th Fiscal Year (fromJanuary 1, 2023 to December 31, 2023)

Matters to be resolved
Proposal 1:

Appropriation of Surplus

Proposal 3:

Election of Nine (9) Directors

Proposal 2:
Proposal 4:

Partial Amendments to Articles of Incorporation
Election of One (1) Substitute 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 to be provided in electronic format, such changes will be posted on the
aforementioned Company’s corporate website and the other website, including the items before and after suchchanges have been made.

 In addition, paper-based documents containing the items to be provided in electronic format will be sent toshareholders who have requested the delivery of paper-based documents, but said documents will exclude thefollowing items in accordance with laws and regulations and Article 15 of the Company’s Articles of Incorporation.
However, as with some of the items contained in said paper-based documents, Audit & Supervisory Board
Members and the Accounting Auditor have audited the following items in preparing the audit reports.
(1) Part of Business Report concerning Status of the Accounting Auditor, System to ensure the appropriatenessof business operations and the operation status of the system, and Basic policy regarding control of theCompany(2) Consolidated statements of changes in net assets and Notes to consolidated financial statements(3) Statements of changes in net assets and Notes to non-consolidated financial statements(4) Accounting audit report pertaining to the consolidated financial statements, Accounting audit reportpertaining to the non-consolidated financial statements and Audit report of the Audit & Supervisory Board–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:Thursday, March 28, 2024, at 10:00 a.m. (JST)(Reception starts at 9:00 a.m.)

Place:

Royal Park Hotel, 3F, Royal Hall

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

No later than 5:15 p.m. on Wednesday, March 27, 2024 (JST)In case you are exercising voting rights via the internet, etc.
Please access https://evote.tr.mufg.jp/, log in using the Login ID and Temporary Password indicatedon the enclosed Voting Form and indicate your approval or disapproval by following the
instructions on the screen.
* For details, please contact the Help Desk provided below.

Exercise deadline:

No later than 5:15 p.m. on Wednesday, March 27, 2024 (JST)* Please note that votes cannot be accepted daily from 2:30 a.m. to 4:30 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 Eighth Medium-Term Business Plan (from the year ended December 31, 2023 through theyear ending December 31, 2025), we have listed “continue stable dividend payments by maintaining
current dividend levels along with further improvement in consolidated performance and financial
condition” 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: ¥38
Total amount of dividends: ¥4,550,866,814

3) Effective date of distribution of dividends from surplus:
March 29, 2024

<Reference>
Record date

Interim dividend

December 31, 2023

¥38

December 31, 2022

Dividend per share¥38

Year-end dividend

Annual dividend

¥38

¥76

¥38

¥76

* The annual dividend per share for the year ended December 31, 2023 is ¥76, which is unchanged from the previous
year.

–4–

Proposal 2:

Partial Amendments to Articles of Incorporation

1. Reasons for amendments
The Company proposes to amend Article 2 of the current Articles of Incorporation to reorganize
the description of business purposes and to make it possible to contend with businessexpansion going forward.
2. Details of amendments
Details of the amendments are stated below.
(Amendments underlined)
Current Articles of Incorporation

Article 2.

Proposed amendments

CHAPTER 1.
GENERAL PROVISIONS(Purpose)

Article 2.

CHAPTER 1.
GENERAL PROVISIONS(Purpose)

The purpose of the Company shall be to engage in the The purpose of the Company shall be to engage in thefollowing business activities:
following business activities:(1)

Manufacture, sale, and export and import ofbreastfeeding apparatus and breastfeeding
equipment;(2) Manufacture, sale, and export and import of
weaning apparatus and weaning equipment;(3) Manufacture, sale, and export and import ofintellectual training toys and educational toys;(4) Manufacture, sale, and export and import ofpharmaceutical products, quasi-pharmaceuticalproducts, cosmetics and medical devices;(5) Manufacture, sale, and export and import ofmeasuring apparatus;(6) Manufacture, sale, and export and import of heat
reserving and cold reserving apparatus and heat
reserving and cold reserving equipment;(7) Manufacture, sale, and export and import ofhygiene and nursing care apparatus and hygieneand nursing care equipment;(8) Manufacture, sale, and export and import ofclothes;(9) Manufacture, sale, and export and import of paper
products;(10) Sale, and export and import of miscellaneous daily
goods;(11) Sale, and export and import of foods, beverages
and seasonings;(12) Manufacture, sale, and export and import of bathagents and detergents;(13) Provision of manufacturing technology andtechnical guidance for the products relating to
any of the foregoing items;(14) Publication, sale, and export and import of books;(15) Production, sale, and export and import ofeducational audio and video software;(1)

The following businesses associatedwith pregnancy, childbirth, child-rearing, nursing
care, education, hygiene, beauty, medical care andhealth:(a) Planning, development, manufacture, sale,lease, and export and import of goods;(b) Provision of manufacturing technology
and technical guidance for goods;(c) Planning, production, publication, and export andimport of books, and electronic books, etc.;(d) Planning, production, sale, and export and importof recorded media such as audio, video, data, andelectromagnetic recordings;(e) Planning, production, development, maintenance,
administration, management, sale, and export
and import of application software;(f) Planning, support, contracting, and consulting;(2) Lease of intellectual property rights;(3) Agency business of non-life insurance;(4) Advertising business and advertising agency
business;(5) Any and all businesses incidental and relating to
any of the foregoing items.

–5–Current Articles of Incorporation(16) Offering of educational courses and production
and sale of educational materials relating tochildbirth, child-rearing and nursing care, andestablishing of training school relating thereto
and teaching thereat;(17) Lease of patent rights and industrial property
rights;(18) Operation of distribution outlets relating tomaternity products (brassieres, girdles, night
clothes, etc.), baby products (nursing bottles,
detergents, soaps, etc.), nursing care products(disposable diapers, shampooing basins, diaper
covers, etc.) and cosmetics;(19) Agency business of non-life insurance;(20) Contract for babysitting services;(21) Advertising business and advertising agency
business; and(22) Any and all businesses incidental and relating to
any of the foregoing items.

–6–

Proposed amendments

Proposal 3:

Election of Nine (9) Directors

The terms of office of all nine (9) existing Directors will expire as of the conclusion of the Meeting.
Therefore, the Company proposes the election of nine (9) Directors.
Each of the candidates for Directors was decided by the Board of Directors after receiving the reportof the Voluntary Nominating Committee, an advisory panel to the Board of Directors.
The candidates for Directors are as follows:
No.

Name

Current Position in the Company

1

Reappointment

Norimasa Kitazawa

President and CEO

2

Reappointment

Tadashi Itakura

Director, Senior Managing
Executive Officer

3

Reappointment

Kevin Vyse-Peacock

Director, Junior Managing
Executive Officer

4

Reappointment

Ryo Yano

Director, Junior Managing
Executive Officer

5

Reappointment

Rehito Hatoyama

6

Reappointment

Chiaki Hayashi

7

Reappointment

Eriko Yamaguchi

8

Reappointment

Yumiko Miwa

9

New appointment

Hidenori Nagaoka

OutsideIndependent
OutsideIndependent
OutsideIndependent
OutsideIndependent
OutsideIndependent

Reappointment

Reappointed candidate for Director

New appointment

Newly appointed candidate for Director

OutsideIndependent

Director and Chairman of the
Board
Director
Director
Director–

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

Norimasa Kitazawa

1(January 20, 1956)

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

Joined Aster Corporation

Sep. 1983

Joined the Company

Apr. 1998

President of Pigeon Singapore Pte. Ltd.

May 2002

President of Pigeon (Shanghai) Co., Ltd.

Jan. 2008

Managing Officer of the Company

Mar. 2011

Senior Managing Officer

Apr. 2012

Director, Junior Managing Executive Officer

Apr. 2013

Director, Managing Executive Officer

Apr. 2014

Director, Senior Managing Executive Officer

Mar. 2016

Vice President and Director

Apr. 2019

President and CEO (current position)

Reappointment

Number of theCompany’s commonshares held:
44,416 shares(Number of shares
scheduled to bedelivered based on
stock remuneration
system: 16,516 shares)
Attendance at Board of
Directors meetings:
7 out of 7 times
Attendance at
Voluntary
Remuneration
Committee meetings:
5 out of 5 times
Attendance at
Voluntary Nominating
Committee meetings:
7 out of 7 times
Attendance atGovernance Committee
meetings:
6 out of 6 times

Notable Concurrent Positions
None.

Reasons for Nomination as Candidate for Director
Mr. Norimasa Kitazawa has long played a leadership role in the management by acting as the representative
director of overseas companies of Pigeon Group. He has promoted strategic market development of theCompany in foreign countries, in which the Company is a new entrant, and particularly in China, he has
successfully established business models to establish a sales company and two (2) manufacturing companies.
Furthermore, after being appointed as President and CEO of the Company in April 2019, he implemented
policies to enhance the Company’s corporate value further, including revising the Pigeon Way and changing theCompany’s brand, as well as updating the Pigeon Way in February 2023. This experience and knowledge incorporate management are needed by the Company to pursue initiatives that involve achieving the targets ofthe Eighth 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 enhance
its corporate governance and maximize its corporate value. Therefore, the Company has nominated him as a
candidate to continue serving as Director.

–8–

Candidate
No.

Tadashi Itakura

2(January 5, 1964)

Reappointment

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.

Number of theCompany’s commonshares held:
16,989 shares

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

(Number of shares
scheduled to bedelivered based on
stock remuneration
system: 9,269 shares)

Jan. 2009
Apr. 2012
Jan. 2014
Apr. 2014
Jan. 2015
Apr. 2016

Mar. 2017

Jan. 2019
Mar. 2020
Aug. 2021
Dec. 2022

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

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

Attendance at Board of
Directors meetings:
7 out of 7 times

Director, Junior Managing Executive Officer and Supervision of Research& Development Div., Quality Control Div. and Customer Service Center
Attendance at
Voluntary
Director, Junior Managing Executive Officer and Division Manager ofRemuneration
Quality Control Div. and Supervision of Research & Development Div.,
Committee meetings:
Logistics Div. and Customer Service Center
Director, Managing Executive Officer and Supervision of Customer
Communication Div., Research & Development Div., Quality Control Div.
and Logistics Div.
Director, Managing Executive Officer and General Manager of Global
Head OfficeDirector, Senior Managing Executive Officer and General Manager of
Global Head OfficeDirector, Senior Managing Executive Officer and General Manager of
Global Head Office and Division Manager of Accounting & Finance Div.

3 out of 3 times

Attendance at
Voluntary Nominating
Committee meetings:
5 out of 5 times
Attendance atGovernance Committee
meetings:
6 out of 6 times

Director, Senior Managing Executive Officer and General Manager of
Global Head Office (current position)

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 Eighth Medium-Term Business Plan and other future business activities. Moreover,
the Company deems that he has the talent necessary to contribute to efforts that enable the Company toenhance its corporate governance and maximize its corporate value and therefore nominated him as a
candidate to continue serving as Director.

–9–Candidate
No.

Kevin Vyse-Peacock3(May 25, 1967)

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

Joined Croda UK Ltd

Jul. 1993

Earned an MBA from Leeds University

Apr. 1996

Sales and marketing director healthcare of Croda UK Ltd

Apr. 2001

Established Lansinoh Laboratories, Inc.-UK branch President

Feb. 2010

President and CEO of Lansinoh Laboratories, Inc.

Apr. 2016

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

Jan. 2018

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

Reappointment

Number of theCompany’s commonshares held:
6,605 shares(Number of shares
scheduled to bedelivered based on
stock remuneration
system: 6,605 shares)
Attendance at Board of
Directors meetings:
7 out of 7 times

Notable Concurrent Positions

President and CEO of Lansinoh Laboratories, Inc.
Reasons for Nomination as Candidate for Director
Mr. Kevin Vyse-Peacock joined Lansinoh Laboratories, Inc. in 2001 and has led business management as
President of the UK branch of Lansinoh Laboratories, Inc. as well as President and CEO of Lansinoh Laboratories,
Inc. He has realized expansion into global markets through various efforts including expanding the Lansinohbrand in Europe and the U.S.A., commencement of deployment of nursing bottles and nursing bottle nipples,
which are two (2) of Pigeon’s mainstay products, in Europe and the U.S.A., as well as establishing sales
companies in various countries. This experience and knowledge in corporate management will be needed inpromoting the globalization of the Company, as well as in achieving the targets of the Eighth 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.

– 10 –

CandidateNo.

Ryo Yano

4(July 23, 1973)

Reappointment

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

Joined the Company

Jul. 2014

Member of the Board of Pigeon (Shanghai) Co., Ltd.

Jan. 2017

President and Member of the Board of Pigeon (Shanghai) Co., Ltd.

Jan. 2018

Managing Officer, Division Manager of China Business Div. of theCompany and President and Member of the Board of Pigeon (Shanghai)Co., Ltd.

Jan. 2019
Mar. 2023
Sep. 2023

Feb. 2024

Senior Managing Officer, Division Manager of China Business Div. of theCompany and Representative Director of Pigeon (Shanghai) Co., Ltd.
Director, Junior Managing Executive Officer and Supervision of China
Business Div. and Singapore Business Div.

Director, Junior Managing Executive Officer, Supervision of China
Business Div. and Singapore Business Div., and Representative Directorof DOUBLEHEART CO.LTD.

Number of theCompany’s commonshares held:
0 shares
Attendance at Board of
Directors meetings:
5 out of 5 times
Attendance atGovernance Committee
meetings:
6 out of 6 times

Director, Junior Managing Executive Officer and Supervision of China
Business Div. and Singapore Business Div. (current position)

Notable Concurrent Positions
None.

Reasons for Nomination as Candidate for Director
Mr. Ryo Yano has a proven track record of making significant contributions to the expansion of the Group’s
China business by overseeing the sales and marketing domain in the China Business Division and establishing afoundation for growth in the growing e-commerce market. After assuming the position of Division Manager of
the China Business Division in January 2018, Mr. Yano has united Group companies not only in China but also inSouth Korea and neighboring countries, contributing greatly to strengthening the business foundation of the
China Business Division. He has also been overseeing the Singapore Business Division as well as the China
Business Division since March 2023. 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 Eighth 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.

– 11 –

Candidate
No.

Rehito Hatoyama

5

Reappointment
Outside(January 12, 1974)

Independent

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

Joined Mitsubishi Corporation

May 2008

Joined Sanrio Company, Ltd.

Jun. 2008

Earned an MBA from Harvard Business School

Jun. 2010

Director of Sanrio Company, Ltd.

Apr. 2013

Managing Director of Sanrio Company, Ltd.

Jun. 2013

Outside Director of DeNA Co., Ltd.

Jun. 2015

CEO of Sanrio Media & Pictures Entertainment ,Inc.

Mar. 2016

Outside Director of LINE Corporation

Apr. 2016

Director of Sanrio Company, Ltd.

Apr. 2016

Outside Director of the Company

Jun. 2016

Outside Director of transcosmos inc. (current position)

Jul. 2016

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

Mar. 2021
Mar. 2023

Number of theCompany’s commonshares held:
3,900 shares
Attendance at Board of
Directors meetings:
7 out of 7 times
Attendance atGovernance Committee
meetings:
6 out of 6 times

Outside Director and Audit and Supervisory Committee Member of Z
Holdings Corporation

Outside Director and Chairman of the Board of the Company (current
position)

Notable Concurrent Positions

Representative Director of Hatoyama Soken Corporation
Outside Director of transcosmos inc.
Reasons for Nomination as Candidate for Outside Director and Overview of Expected Role
Mr. Rehito Hatoyama is a candidate for Outside Director as provided for in Article 2, paragraph (3), item (vii) of
the Regulations for Enforcement of the Companies Act. He has abundant experience and a wealth of knowledge
regarding management in terms of international business strategy and execution of such strategy in operatingcompanies, corporate governance, etc. Moreover, he has been further enhancing the effectiveness of the Boardof Directors in part by facilitating active discussions and managing the proceedings in serving as Chairman of
the Board of the Company since March 2023. As an Outside Director, we expect him to use this knowledge toprovide useful advice and recommendations on the Company’s management strategies, and to assume a rolethat entails demonstrating leadership as Chairman of the Board. Because he is currently performing these roles
as an Outside Director, he has been nominated as a candidate to continue serving as Outside Director.

– 12 –

Candidate
No.

Chiaki Hayashi

6

Reappointment
Outside(August 8, 1971)

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

Joined Kao Corporation

Feb. 2000

Established Loftwork Inc., Representative Director of Loftwork Inc.

Feb. 2012

Assistant Director of MIT Media Lab

Apr. 2014

President and Representative Director, Hidakuma Co., ltd

May 2019

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

Mar. 2020

Outside Director of the Company (current position)

Feb. 2021

Chairperson, Loftwork Inc.

Nov. 2021

Outside Director of JINS HOLDINGS Inc. (current position)

Apr. 2022

Director, Loftwork Inc. (current position)

Sep. 2022

Established Q0 Inc., President and CEO of Q0 Inc. (current position)

Independent
Number of theCompany’s commonshares held:
2,500 shares
Attendance at Board of
Directors meetings:
7 out of 7 times
Attendance at
Voluntary
Remuneration
Committee meetings:
3 out of 3 times
Attendance atGovernance Committee
meetings:
6 out of 6 times

Notable Concurrent Positions

President and CEO of Q0 Inc., Director of Loftwork Inc.
Chief Executive Officer of Hidakuma Co., ltd, Outside Director of JINS HOLDINGS Inc.
Reasons for Nomination as Candidate for Outside Director and Overview of Expected Role
Ms. Chiaki Hayashi is a candidate for Outside Director as provided for in Article 2, paragraph (3), item (vii) of theRegulations for Enforcement of the Companies Act. She co-founded Loftwork Inc., which deals with various
design projects, and has abundant project management experience (online, physical spaces, community, andbusiness). She is also proactively involved in MTRL, a platform for creators and manufacturers that seeks new
possibility for materials. She also has abundant experience in co-creation as the Assistant Director at the MIT
Media Lab and has won various creative awards. While driving business as an entrepreneur, she serves as amember of various committees including METI’s Industrial Structure Council. As an Outside Director, she isexpected to use her wealth of insight and experience to provide useful advice and recommendations to theCompany’s business execution, including in the area of product development, in line with the Company’s
mission of being a Design Driven Company. Because she is currently performing these roles as an Outside
Director, she has been nominated as a candidate to continue serving as Outside Director.

– 13 –

Candidate
No.

Eriko Yamaguchi

7

Nov. 2007

Outside(August 21, 1981)

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

Reappointment

Established MOTHERHOUSE Co., Ltd., CEO of MOTHERHOUSE Co., Ltd.
(current position)
Managing Director of MATRIGHOR Limited (current position)

Dec. 2015

Director of MOTHERHOUSE Asia Pacific Limited

Aug. 2017

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

Mar. 2020

Outside Director of the Company (current position)

Independent
Number of theCompany’s commonshares held:
500 shares
Attendance at Board of
Directors meetings:
7 out of 7 times
Attendance at
Voluntary
Remuneration
Committee meetings:
2 out of 2 times
Attendance at
Voluntary Nominating
Committee meetings:
6 out of 7 times

Notable Concurrent Positions

CEO of MOTHERHOUSE Co., Ltd.
Managing Director of MATRIGHOR Limited
Director of MOTHERHOUSE TAIWAN Co., Ltd.
Reasons for Nomination as Candidate for Outside Director and Overview of Expected Role
Ms. Eriko Yamaguchi is a candidate for Outside Director as provided for in Article 2, paragraph (3), item (vii) of
the Regulations 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 toestablish 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 headof product design. She cultivates local production in developing countries and enriches those regions bycreating brands that pursue the possibilities of local natural materials, thereby promoting the circulation of
consumer activities there. With such activities recognized, she won various awards both in Japan and overseas
as a globally active female entrepreneur. As an Outside Director, she is expected to use her wealth of insight andexperience to provide useful advice and recommendations on the Company’s management strategies and otherbusiness operations, as the Company aims to become a Design Driven Company with the aim of making further
progress in overseas business. Because she is currently performing these roles as an Outside Director, she has
been nominated as a candidate to continue serving as Outside Director.

– 14 –

Candidate
No.

Yumiko Miwa

8

Reappointment
Outside(October 12, 1965)

Independent

Career Summary, Position and Responsibility in the Company
Apr. 1988

Joined Nomura Securities Co., Ltd.

Apr. 1996

Full-time Assistant, School of Commerce, Meiji University

Apr. 1997

Full-time Lecturer, School of Commerce, Meiji University

Apr. 2000

Assistant Professor, School of Commerce, Meiji University

Apr. 2002

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

Oct. 2005
Apr. 2006
Apr. 2020
Jun. 2020
Apr. 2021
Mar. 2022
Aug. 2022

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

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

Member, Fund Management Committee, National Federation of Mutual
Aid Associations for Municipal Personnel (current position)
Outside Director of Eisai Co., Ltd. (current position)

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

Number of theCompany’s commonshares held:
1,300 shares
Attendance at Board of
Directors meetings:
7 out of 7 times
Attendance at
Voluntary
Remuneration
Committee meetings:
5 out of 5 times
Attendance at
Voluntary Nominating
Committee meetings:
7 out of 7 times

Representative Director of I-O Wealth Advisors, Inc. (current position)

Notable Concurrent Positions

Professor, School of Commerce, Meiji University, Representative Director of I-O Wealth Advisors, Inc.
Member, Fund Management Committee, National Federation of Mutual Aid Associations for Municipal
Personnel, Outside Director of Eisai Co., Ltd.
Member, Pension Asset Management Review Committee, The Mutual Aid Association of Prefectural
Government Personnel
Reasons for Nomination as Candidate for Outside Director and Overview of Expected Role
Ms. Yumiko Miwa is a candidate for Outside Director as provided for in Article 2, paragraph (3), item (vii) of theRegulations for Enforcement of the Companies Act. She is an expert in ESG and corporate governance, having
conducted research related to the development of institutional investors and corporate governance,engagement of institutional investors, and ESG investment. In addition, she has knowledge of finance andaccounting, and as a manager of a company engaged in the asset management education business, she has ahigh level of insight into management and supervisory ability with a focus on finance and accounting. ESG andcorporate governance initiatives are becoming more important today, and using her abundant insight andexperience, as an Outside Director, she is expected to provide useful advice and recommendations on the
Company’s management strategy and on improved corporate governance, in line with the Company’s missionof being a Design Driven Company. Because she is currently performing these roles as an Outside Director, she
has been nominated as a candidate to continue serving as Outside Director.

– 15 –

Candidate
No.

Hidenori Nagaoka

9

New appointment
Outside(August 11, 1972)

Independent

Career Summary
Apr. 1996

Joined Corporate Directions, Inc.

May 2000

Joined axiv.com, Inc. (currently known as CARTA HOLDINGS, INC.)

Sep. 2000

Director CFO of axiv.com, Inc. (currently known as CARTA HOLDINGS,
INC.) (current position)

Mar. 2011

Number of theCompany’s commonshares held:
0 sharesEstablished VOYAGE VENTURES, Inc. (currently known as CARTAVENTURES, Inc.), President & CEO of VOYAGE VENTURES, Inc. (currently
known as CARTA VENTURES, Inc.) (current position)

Notable Concurrent Positions

Director CFO of CARTA HOLDINGS, INC.
President & CEO of CARTA VENTURES, Inc.
Reasons for Nomination as Candidate for Outside Director and Overview of Expected Role
Mr. Hidenori Nagaoka is a candidate for Outside Director as provided for in Article 2, paragraph (3), item (vii) of
the Regulations for Enforcement of the Companies Act. He has a wealth of knowledge in corporate
management nurtured through extensive experience from serving at a management consulting company tolaunching a venture enterprise and currently serving as Director CFO. As an Outside Director, we expect him to
use this knowledge to provide useful advice and recommendations on the Company’s management strategies.
In consideration of the fact that the Board of Directors of the Company is composed of Directors with various
specialties and experiences, etc., and based on his career, specialties and abilities, the Company judged that heis capable of fulfilling the roles expected above and nominated him as a new candidate for Outside Director.
Notes: 1.

2.

3.
4.

5.

6.
7.
8.
9.

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

Tadashi Itakura’s attendance at Voluntary Remuneration Committee and Voluntary Nominating
Committee meetings held after his appointment as a member of Voluntary Remuneration Committee
and Voluntary Nominating Committee on March 30, 2023 is shown.
Ryo Yano’s attendance at the meetings of the Board of Directors held after his appointment as Director
on March 30, 2023 is shown.

The Company has no transactional relationship with Hatoyama Soken Corporation, at which Rehito
Hatoyama has concurrent positions. Furthermore, although he is an Outside Director of transcosmos
inc., and the Company and transcosmos inc. have a transactional relationship of less than ¥1 million
per year (for the fiscal year ended December 2023), the value of the transactions comprises less than
1% of the Company’s consolidated net sales. Therefore, it has been concluded that there is no risk of
conflict of interest between him and our general shareholders.

The Company has no transactional relationship with Q0 Inc., Hidakuma Co., ltd and JINS HOLDINGS
Inc. at which Chiaki Hayashi has concurrent positions. Furthermore, although she is a Director of
Loftwork Inc., and the Company and Loftwork Inc., have a transactional relationship of ¥2 million (forthe fiscal year ended December 2023), the value of the transactions comprises less than 1% of theCompany’s consolidated net sales. Therefore, it has been concluded that there is no risk of conflict ofinterest between her and our general shareholders.

Chiaki Hayashi’s attendance at Voluntary Remuneration Committee meetings held after her
appointment as a member of Voluntary Remuneration Committee on March 30, 2023 is shown.

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

Eriko Yamaguchi’s attendance at Voluntary Remuneration Committee meetings held before her
retirement as a member of Voluntary Remuneration Committee on March 30, 2023 is shown.

There is no transactional relationship including donation between the Company and Meiji University,
I-O Wealth Advisors, Inc., the National Federation of Mutual Aid Associations for Municipal Personnel,– 16 –

Eisai Co., Ltd., or The Mutual Aid Association of Prefectural Government Personnel at which YumikoMiwa has concurrent positions.

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

11. The Company has no transactional relationship with CARTA HOLDINGS, INC. or CARTA VENTURES, Inc.,at which Hidenori Nagaoka has concurrent positions.

12. Rehito Hatoyama, Chiaki Hayashi, Eriko Yamaguchi, and Yumiko Miwa currently serve as Outside
Directors of the Company. Their terms of office as of the conclusion of the Meeting are seven (7) years
and eleven (11) months for Rehito Hatoyama, four (4) years for both Chiaki Hayashi and Eriko
Yamaguchi, and two (2) years for Yumiko Miwa.
13. Rehito Hatoyama, Chiaki Hayashi, Eriko Yamaguchi, and Yumiko Miwa have been designated as
independent director/auditor as specified in Rule 436-2 of the Securities Listing Regulations of theTokyo Stock Exchange (TSE) and the Company notified the TSE to that effect. If this proposal is approved
and adopted, the Company plans to continue to designate Rehito Hatoyama, Chiaki Hayashi, Eriko
Yamaguchi and Yumiko Miwa as independent director, and designate and register Hidenori Nagaoka
newly as an independent officer.
14. The Company has concluded limited liability contracts with Rehito Hatoyama, Chiaki Hayashi, Eriko
Yamaguchi, and Yumiko Miwa which limit their liability for damages prescribed in Article 423, paragraph(1) of the Companies Act, pursuant to the provisions of Article 427, paragraph (1) of the same Act andthe Articles of Incorporation. If this proposal is approved and adopted, the Company plans to renew
limited liability contracts with Rehito Hatoyama, Chiaki Hayashi, Eriko Yamaguchi and Yumiko Miwa,
and newly conclude a limited liability contract of the same content with Hidenori Nagaoka. The limitof 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. The Company has entered into an indemnification agreement with Norimasa Kitazawa, Tadashi Itakura,
Kevin Vyse-Peacock, Ryo Yano, Rehito Hatoyama, Chiaki Hayashi, Eriko Yamaguchi, and Yumiko Miwa,
pursuant to Article 430-2, paragraph (1) of the Companies Act, whereby the Company indemnifies(provided, however, that in the event that the indemnified person is found to have performed his/herduties for the purpose of gaining unjust enrichment for him/herself or a third party, or for the purposeof causing damage to the Company, or in the event that the indemnified person is found to have
performed his/her duties with malice or gross negligence, the indemnified expenses, etc. shall be
refunded.) the candidates for the expenses stipulated in item (i) of the same paragraph and the loss
stipulated in item (ii) of the same paragraph to the extent provided for by law. If this proposal isapproved and adopted, the Company will continue said agreements with Norimasa Kitazawa, Tadashi
Itakura, Kevin Vyse-Peacock, Ryo Yano, Rehito Hatoyama, Chiaki Hayashi, Eriko Yamaguchi, and YumikoMiwa, and will conclude a new indemnification agreement of the same content with Hidenori Nagaoka.
16. The Company shall conclude a liability insurance contract for officers, etc. with an insurance company
as stipulated in Article 430-3, paragraph (1) of the Companies Act (provided, however, that certain
exclusions apply, such as not covering damages resulting from acts committed by insured persons
while being aware that such acts violate laws and regulations). If this proposal is approved and adopted,
Norimasa Kitazawa, Tadashi Itakura, Kevin Vyse-Peacock, Ryo Yano, Rehito Hatoyama, Chiaki Hayashi,
Eriko Yamaguchi, and Yumiko Miwa will continue to be insured persons in the liability insurance
contract, and Hidenori Nagaoka will newly become an insured person in the liability insurance contract.

17. During the fiscal year under review, the Board of Directors and the Voluntary Nominating Committee
held the following written resolutions in addition to the number of meetings stated above.
Board of Directors: Twice / Voluntary Nominating Committee: Once

– 17 –

(Reference) Skill Matrix of the Board of Directors after the 67th Ordinary General Meetingof Shareholders and Composition of Committees
Expertise demanded of the Board of Directors (*1)○

Director, Senior Managing
Executive Officer

Kevin Vyse-Peacock

Director, Junior Managing
Executive Officer

Ryo Yano
Director

Director, Junior Managing
Executive Officer

Rehito Hatoyama

Outside Director andChairman of the Board

Chiaki Hayashi

Outside Director

Eriko Yamaguchi
Outside Director

○

○

○

○

○

○

○

○

○

○
○

○

○

○

○

○

○

○

○

○

○

Yumiko Miwa
Outside Director

Hidenori Nagaoka
Outside Director

○

○

○

○

○

Solvingsocietal issues

Tadashi Itakura

Legal affairs,
compliance,and risk○

Finance andaccounting

○

Human
resource
development,

Design, R&D,
product
development○

Marketing,branding

Globalbusiness○

SCM (*2)

Experience in
the Company,
industry

Representative Director

Management
and businessstrategies

Name/Position
Norimasa Kitazawa

○

○

○
○

○

○

○

○

○

○

○

○

○

Hiroshi Nishimoto
Audit & Supervisory Board Member

Standing Audit &Supervisory Board
Member○○Koji Ishigami

Standing Audit &Supervisory Board
Member○○○Koichi Otsu

Outside Audit &Supervisory Board
MemberAtsuko Taishido

Outside Audit &Supervisory Board
Member○(*1) A maximum of five main areas of expertise are presented for each person.
(*2) SCM: Supply Chain Management– 18 –○

As advisory panels to the Board of Directors, the Committees are chaired by an independent
Outside Director and the majority of members are Outside Directors and Audit & Supervisory
Board Members.
・ Voluntary Remuneration Committee
Chairperson: Yumiko Miwa, Members: Norimasa Kitazawa, Tadashi Itakura, Chiaki Hayashi,
Hidenori Nagaoka
・ Voluntary Nominating Committee
Chairperson: Yumiko Miwa, Members: Norimasa Kitazawa, Tadashi Itakura, Eriko Yamaguchi,
Hidenori Nagaoka
・ Governance Committee
Chairperson: Chiaki Hayashi, Members: Norimasa Kitazawa, Tadashi Itakura, Ryo Yano,
Rehito Hatoyama, Koichi Otsu, Atsuko Taishido– 19 –

Proposal 4:

Election of One (1) Substitute Audit & Supervisory Board Member

Ms. Hiroko Noda, who was elected as substitute Audit & Supervisory Board Member at the 66th
Ordinary General Meeting of Shareholders held on March 30, 2023, has submitted a request to
resign as substitute Audit & Supervisory Board Member as of commencement of the Meeting.
Therefore, the Company resolved at the Board of Directors to rescind her election as a substitute
Audit & Supervisory Board Member as of commencement of the Meeting upon having obtained
consent of the Audit & Supervisory Board, pursuant to the resolution of the 66th Ordinary General
Meeting of Shareholders.
In order to prepare for a possible situation in which the number of Audit & Supervisory Board
Members falls below the number required by laws and regulations, the Company proposes theelection of one (1) substitute Audit & Supervisory Board Member. The period of validity for theelection of the substitute Audit & Supervisory Board Member elected in this proposal shall be thesame as the other substitute Audit & Supervisory Board Member.
The candidate Ms. Ayumi Toriyama’s election is being requested as a substitute for current Outside
Audit & Supervisory Board Member Mr. Koichi Otsu. This election may be rescinded by a resolution
at the Board of Directors with the consent of the Audit & Supervisory Board only prior to taking
office.
With respect to this proposal, the Company has obtained the consent of the Audit & Supervisory
Board.
The candidate for substitute Audit & Supervisory Board Member is as follows:

Ayumi Toriyama(March 23, 1971)

New appointment
OutsideIndependent

Career Summary
Nov. 1996

Joined Asahi & Co. (currently known as KPMG AZSA LLC)

Apr. 2000

Registered as a certified public accountant (re-registered in January
2011 subsequent to temporary deregistration in June 2003)

Dec. 2010

Registered as Attorney (Tokyo Bar Association)

Dec. 2010

Joined Hayabusa Asuka Law Offices

Jul. 2013

Founded Chiyoda International Law & Accounting Office, serving as its
Director (current position)

Jun. 2015
Aug. 2021

Number of theCompany’s commonshares held:
0 shares

Outside Director of Central General Development Co., Ltd. (current
position)
Outside Director of Interfactory, inc. (current position)

Notable Concurrent Positions

Director of Chiyoda International Law & Accounting OfficeOutside Director of Central General Development Co., Ltd.
Outside Director of Interfactory, inc.
Reasons for Nomination as Candidate for Substitute Outside Audit & Supervisory Board Member
Ms. Ayumi Toriyama is a certified public accountant and an attorney. Although she has never been involved incorporate management other than serving as an outside director/auditor, she has advanced knowledge as anexpert in accounting, investment, and management strategy, and has experience serving as an outside director
at multiple companies. As such, the Company expects her to provide expert, highly objective advice andrecommendations based on her advanced knowledge and abundant experience. In light of the above, theCompany deems that she is capable of performing duties as an Outside Audit & Supervisory Board Member.
Notes: 1. There is no special interest between the candidate and the Company.

– 20 –

2. The Company has no transactional relationship with Chiyoda International Law & Accounting Office,Central General Development Co., Ltd. or Interfactory, inc., at which the candidate has concurrent
positions.

3. If the candidate takes office as Outside Audit & Supervisory Board Member, 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. If the candidate takes office as Outside Audit & Supervisory Board Member, the Company plans to enter
into a limited liability contract with the candidate which limits her 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 and the Articles of Incorporation. The limit of liability for damages pursuant to thelimited liability contract is the aggregate sum of the amounts prescribed in the respective items in Article
425, paragraph (1) of the Companies Act.

5. If the candidate takes office as Outside Audit & Supervisory Board Member, the Company will enter into
an indemnification agreement with the candidate pursuant to Article 430-2, paragraph (1) of theCompanies Act, whereby the Company will indemnify (provided, however, that in the event that theindemnified person is found to have performed her duties for the purpose of gaining unjust enrichment
for herself or a third party, or for the purpose of causing damage to the Company, or in the event thatthe indemnified person is found to have performed her duties with malice or gross negligence, theindemnified expenses, etc. shall be refunded.) the candidate for the expenses stipulated in item (i) of thesame paragraph and the loss stipulated in item (ii) of the same paragraph to the extent provided for bylaw.
6. The Company shall conclude a liability insurance contract for officers, etc. with an insurance company as
stipulated in Article 430-3, paragraph (1) of the Companies Act (provided, however, that certain
exclusions apply, such as not covering damages resulting from acts committed by insured persons while
being aware that such acts violate laws and regulations). If the candidate takes office as Outside Audit& Supervisory Board Member, the candidate will be included newly as an insured person in the liability
insurance contract.

– 21 –

Reference: Corporate Philosophy, Key Issues, and Basic Philosophy and System of Corporate
Governance(1) Pigeon DNA and Pigeon Way
The Corporate Philosophy “Love” and Credo “Only love can beget love” are at the core of Pigeon, and as long as
Pigeon continues to exist as an “indispensable presence in society,” the employees and executive officers of the
Pigeon Group who make up Pigeon will continue to adhere to these principles as constants in the future, which is
Pigeon’s DNA.
The “Pigeon Way,” which embodies the “heart and soul” of all employees and executive officers of the Pigeon Groupand sets the grounds for the actions to stream from this core while also serving as the cornerstone of all activities,
combines our Purpose of “We want to make the world more baby-friendly by furthering our commitment tounderstanding and addressing babies’ unique needs” and the “Values” and “Action Principles” that all employees
and executive officers must uphold to achieve our Purpose.
We have positioned our Corporate Philosophy and Credo as the “Pigeon DNA,” which is a higher concept than theprevious Pigeon Way, and we have positioned our Purpose as the axis of the Pigeon Way to drive our businessactivities toward its realization. The Pigeon DNA and the Pigeon Way are defined as follows.

– 22 –

(2) Establishment of Materiality (Key Issues)
Pigeon’s “Purpose” of “We want to make the world more baby-friendly by furthering our commitment tounderstanding and addressing babies’ unique needs” cannot be realized solely through the efforts of Pigeon Group
employees and executive officers, but can only be realized through collaboration with external stakeholders,
including customers, business partners, shareholders, and local communities. We believe that by realizing our“Purpose,” we can not only continue to exist and be recognized as an “indispensable presence in society,” but also
contribute to the creation and realization of a sustainable society that is the basis for coexistence with our
stakeholders, etc.
In this sense, our fundamental Pigeon DNA and the Pigeon Way, as well as the social and environmental challenges
we must address and the future vision we aim to achieve by solving these challenges, must be shared not only by
Pigeon Group employees and executive officers, but also by external stakeholders, including customers, business
partners, shareholders, and local communities.
Therefore, we have established the following five Key Issues that we must resolve and realize in the process ofrealizing Pigeon’s “Purpose” of “We want to make the world more baby-friendly by furthering our commitment tounderstanding and addressing babies’ unique needs,” so that we can share the same mindset with all stakeholders.

Enhancing Business
Competitiveness andResilience

Reducing Our
Environmental
ImpactContributing to the
Resolution of Social
IssuesManaging Talent andCultivating the Right
Culture for Our
PurposeEstablishing SolidManagement
Foundations(3) Pigeon’s Basic Policy for Corporate GovernanceOur corporate governance must be in line with the Pigeon DNA and the Pigeon Way, be directed toward solving
and realizing Key Issues, contribute to the creation and realization of a sustainable society, and ultimately be directed
toward realizing our “Purpose” of “We want to make the world more baby-friendly by furthering our commitment
to understanding and addressing babies’ unique needs.”
Based on this philosophy, we have defined corporate governance as follows: (1) Offensive governance—amechanism for transparent, fair, prompt, and decisive decision-making to ensure the Pigeon Group’s sustainablegrowth and medium- to long-term enhancement of corporate value (social value and economic value), theresolution and realization of Key Issues, and the realization of our “Purpose,” and (2) Defensive governance—amechanism for risk control through the timely collection and sharing of information and examination andverification, in order to prevent or promptly eliminate factors that may impede the Pigeon Group’s sustainablegrowth, damage corporate value, or impede the resolution and realization of Key Issues or the realization of our“Purpose.”
By continuously strengthening these mechanisms, the Company aims to further enhance corporate governance,increase corporate value, and ultimately contribute to the creation and realization of a sustainable society, as well
as realize our “Purpose.”– 23 –

(4) Corporate Governance Structure (As of December 31, 2023)
General Meeting of Shareholders
Appoint/Dismiss

Appoint/Dismiss

Appoint/Dismiss

Decision-Making Functions/Supervising

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

Advisory Panels for
the Board of Directors

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

Appoint/Dismiss
Consult

Advice/Propose

Sustainability
Committee

Audit

Appoint/Dismiss
Supervise

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

Accounting Audit

Business Execution Functions

Risk Management
Committee

Audit Functions

Board of Directors
with 9 Directors(Outside Directors: 5)

ReportAccounting Auditors

Representative Director
Appoint/Dismiss
ReportInstructManagement
Committee
Place matters on
the agenda/Report

Internal audit

Audit Department

3 Executive Managing Officers
12 Managing Officers
Instruct
Business Departments and Group Companies(5) Board of Directors
The Board of Directors makes decisions on matters (management objectives and important business-execution
strategies such as the management strategy) prescribed in laws and regulations, the Articles of Incorporation, andthe “Board of Directors Rules” based on its authority to supervise the execution of duties of Directors and Managing
Officers. The Board of Directors actively elicits the opinions of Outside Directors and Audit & Supervisory Board
Members, and the supervisory function of the Board of Directors has been further strengthened by having an
independent Outside Director serve as Chairman of the Board from March 2023. In addition, the Board of Directors
holds “informal discussions” twice a year, which are separate from Board of Directors meetings, for the purpose ofeliminating asymmetric information about the Group among the Directors and Audit & Supervisory Board Members
and discussing the Group’s management issues and strategies from a medium- to long-term perspective.
In addition, the Board of Directors of the Company conducts an annual evaluation of the effectiveness of the Boardof Directors and works to maintain and improve the effectiveness of the Board of Directors in order to increase
corporate value and achieve sustainable growth over the medium- to long-term. Whereas the results of theevaluation of the effectiveness of the Board of Directors for the current fiscal year are as shown below, please referto the Company’s corporate website below for further details.
(https://www.pigeon.com/sustainability/governance_top/governance/).
1) Issues identified in the evaluation of the effectiveness of the Board of Directors implemented in the previous fiscalyear
We have been persistently striving to achieve operational improvements to further invigorate discussions at theBoard of Directors meetings. For instance, with the appointment of an Independent Outside Director as
Chairman of the Board, we secured time for discussion at Board of Directors meetings by streamlining
operations of the Board of Directors in part by holding preliminary briefings and applying bulk deliberations.
2) Method used in the evaluation of the effectiveness of the Board of Directors implemented in the current fiscal
year
All Directors and Audit & Supervisory Board Members were interviewed individually after completing aquestionnaire-based self-assessment. The results of the questionnaire and interviews were then compiled andanalyzed by the Secretariat, verified and discussed by the Governance Committee, and discussed by the Boardof Directors based on the recommendations of the Governance Committee.
In addition, the questionnaire and other methods confirmed questions regarding the role and function of theBoard of Directors, composition and size of the Board of Directors, operation of the Board of Directors,– 24 –

cooperation with the audit organization, provision of opportunities for Outside Directors to play active roles,
engagement with shareholders and investors, and advisory panels (Voluntary Nominating Committee,
Voluntary Remuneration Committee, and Governance Committee).
3) Results of the evaluation of the effectiveness of the Board of Directors implemented in the current fiscal year andfuture efforts
The issues recognized in the evaluation for the previous fiscal year have been improved through the initiatives
described in 1) above, and we have confirmed that the Board of Directors is making appropriate decisions
through open and active discussions utilizing the diverse expertise, values, and perspectives of its Outside
Directors, and plays an effective role in enhancing corporate value over the medium to long term. Meanwhile,
we identified issues that need to be addressed going forward in order to realize the Purpose and sustainablegrowth, such that include the notion of demonstrating more advanced supervisory functions by the Board of
Directors. As such, we will continue to examine and work on the necessary measures for maintaining andimproving the effectiveness of the Board of Directors on an ongoing basis with a focus on strengthening
confirmation and supervision of important matters such as Group governance.
(6) 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.
Audit & Supervisory Board Members attend meetings of both the Board of Directors and the Management
Committee, where they deploy their experience in the field to swiftly resolve issues. In addition to enhancing thesupervisory function through expression of opinions and the like, Audit & Supervisory Board Members listen to
Directors, view important resolution documents, examine the current status of business and financial assets, andotherwise conduct meticulous supervision and oversight particularly in accordance with audit policy andsegregation of duties. They also meet regularly with the President and CEO, receive reports on matters such asimportant company issues, and carry out frank exchanges of opinions.
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.
(7) Governance Committee
To further strengthen corporate governance in the Pigeon Group, we established the Governance Committee as anadvisory panel to the Board of Directors, chaired by an Independent Outside Director and with a majority of its
members being Outside Directors and Outside Audit & Supervisory Board Members. The Committee deliberates on
various issues related to corporate governance within the Group that have been identified through the evaluationof the effectiveness of the Board of Directors, etc., from the perspective of promoting organic coordination andintegration and proactive implementation, and provides advice and recommendations to the Board of Directors.
During the current fiscal year, we reviewed our policies and views on human resources (including details subject todisclosure), reviewed amendments to the Articles of Incorporation (business purposes), followed up on performanceof the Global Head Office functions, and implemented the evaluation of the effectiveness of the Board of Directors(consideration of implementation methods including external evaluation by a third party, analysis and verificationof results, and review of details subject to disclosure).

– 25 –

(8) Voluntary Remuneration Committee and Executive Remuneration Policy
In order to increase the independence, objectivity, and transparency of the executive remuneration system, theCompany has established a Voluntary Remuneration Committee as an advisory panel to the Board of Directors. The
chairman and the majority of members of the committee are Independent Outside Directors. The Voluntary
Remuneration Committee provides advice and proposals to the Board of Directors upon having deliberated onmatters that include: governance of executive remuneration; whether it is necessary to revise the executive
remuneration policy; remuneration levels of individual executives (base amount by position); performance targets
and evaluation table for bonuses and stock remuneration; performance evaluations and individual payment
amounts for bonuses and stock remuneration in the previous fiscal year; status of initiatives of the Medium-TermBusiness Plan and the Key Issues; factors such as level, composition and indicators of executive remuneration using
external data and other research; the necessity of response to executive remuneration due to changes in the external
environment and business environment; and improving the effectiveness of the Voluntary Remuneration Committee.
During the fiscal year under review, the Committee examined revisions to the executive remuneration policy;
confirmed performance targets and evaluation table for bonuses and stock remuneration; confirmed matters suchas performance evaluations and individual payment amounts for bonuses and stock remuneration in the previous
fiscal year; confirmed progress associated with indicators of Key Issues for bonuses and stock remuneration;
confirmed factors such as level, composition and indicators of executive remuneration using external data and otherresearch; and considered executive remuneration systems for fiscal year 2024 and beyond.
In addition, the Voluntary Remuneration Committee deliberates on draft proposals, and upon resolution by the
Board of Directors, the Company formulates its Executive Remuneration Policy. The basic policy, remuneration
structure, and payment details have been established in the Executive Remuneration Policy. For details, please referto the Company’s corporate website below.
(https://www.pigeon.com/sustainability/files/pdf/Executive_Remuneration_Policy_e_202303.pdf).
(9) Voluntary Nominating Committee and Executive Nomination Policy
The Company has established a Voluntary Nominating Committee as an advisory panel to the Board of Directors toenhance the independence, objectivity, and transparency of the appointment/dismissal and nomination processes
for Directors. The chairman and the majority of members of the committee are Independent Outside Directors. The
Voluntary Nominating Committee deliberates on the appointment/dismissal criteria for Directors and the successor
plan for Chief Executive Officer (CEO), etc., and provides advice and proposals to the Board of Directors. During the
fiscal year under review, the Committee examined revisions to the Executive Nomination Policy; verified andimplemented the CEO successor plan; examined candidates for Directors; reviewed the term of office and tenure of
Directors; reviewed the roles of the Chairman of the Board, reviewed revisions to the skill matrix; and examined theformulation of a successor plan for Outside Directors.
In addition, the Voluntary Nominating Committee deliberates on draft proposals, and upon resolution by the Boardof Directors, the Company formulates its Executive Nomination Policy. The personnel requirements for the CEO andthe appointment/dismissal criteria for Directors and the CEO have been established in the Executive Nomination
Policy. The ideal human qualities necessary for the role of CEO of the Company are “Human qualities that canenhance resourcefulness and continuously increase the Company’s corporate value (social and economic value),
based on the values of the Pigeon DNA and Pigeon Way.” In addition, the detailed human resource requirements
are determined in terms of responsibility and authority, main duties and expected results, and requiredcompetencies (behavioral characteristics, personality characteristics, experience and achievements, knowledge andskills). Furthermore, the dismissal criteria for Directors and the CEO are provided below.
1)
2)
3)
4)

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

Details of the Company’s Executive Nomination Policy are provided on the Company’s corporate website below.
https://www.pigeon.com/sustainability/files/pdf/Executive_Nomination_Policy_e_202303.pdf– 26 –