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 58th Ordinary
General Meeting of Shareholders
Securities Code: 7956
April 6, 2015
Dear Shareholders,
Pigeon Corporation (the “Company”) cordially invites you to attend the 58th 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., Monday, April 27, 2015 (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:
Tuesday, April 28, 2015, at 10:00 a.m. (JST)2.

Place:
Royal Park Hotel, 3F, “Royal Hall”
1-1, Nihonbashi-Kakigara-cho 2-chome, Chuo-ku, Tokyo
Please note that the place of the Meeting is different from that of the previous meeting.

3.

Purpose of the Meeting
Matters to Be Reported:a. Business Report and Consolidated Financial Statements for the 58th Fiscal Year (fromFebruary 1, 2014 to January 31, 2015), as well as the audit reports of the Independent Auditor
and the Audit & Supervisory Board on Consolidated Financial Statements
b. Non-Consolidated Financial Statements for the 58th Fiscal Year (from February 1, 2014 toJanuary 31, 2015)
Matters to Be Resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendments to Articles of Incorporation
Proposal 3: Election of One (1) Director
Proposal 4: Election of Four (4) Audit & Supervisory Board Members
Proposal 5: Election of One (1) Substitute Audit & Supervisory Board Member

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 our
website (http://www.pigeon.co.jp/).

–2–

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 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 Fifth Medium-Term Business Plan [from the 58th Fiscal Year(the year ended January 31, 2015) through the 60th Fiscal Year (the year ending January 31, 2017)]
announced in March 2014, we are targeting year-on-year increases in cash dividends in each fiscal period
and a total shareholder return ratio of 45–50% on a consolidated basis. In order to achieve this goal, we
are seeking to further strengthen and upgrade measures for returning profits to the shareholders. Basedon 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:¥60
Total amount of dividends:¥2,395,269,960

3.

Effective date of distribution of dividends from surplus: April 30, 2015

<Reference>
Record date
January 31, 2014
January 31, 2015

Dividend per share
Year-end dividendInterim dividend¥66.00(¥33.00)¥45.00¥55.00

Annual dividend(¥88.00)¥60.00¥105.00* Effective August 1, 2013, the Company has executed a 2-for-1 split of common shares. In the figures
for dividend per share in the table above, the figures in parentheses are a reference value calculated on
the basis of the number of shares after the share split.
The annual dividend per share for the year ended January 31, 2015 is ¥105, an increase of ¥17
compared to the previous year, calculated on the basis of the number of shares after the share split.

–3–

Proposal 2: Partial Amendments to Articles of Incorporation
1. Reasons for Amendments(1) In order to appoint appropriate personnel with high independence as Outside Directors, and toenable Outside Directors to sufficiently fulfill the role required of this position, the Company
proposes that Article 27 (Limited Liability Contract for Outside Directors) be newly established asa provision of the Articles of Incorporation stating that the Company may enter into a limited
liability contract with Outside Directors.
The proposal of establishment of Article 27 of the Articles of Incorporation (Limited Liability
Contract for Outside Directors) has been consented to by all of the Audit & Supervisory Board
Members.
(2)

In accordance with the establishment of the above-mentioned article, the Company proposes thatthe article numbers be moved down.

2. Details of Amendments
Details of the amendments are stated below.
(Amendments underlined)
Current Articles of Incorporation

Proposed Amendments

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

Article 18. to Article 26. (Omitted)(Newly established)

Article 18. to Article 26. (No change)
Article 27. (Limited Liability Contract for Outside Directors)
Pursuant to the provisions of Article 427, Paragraph 1 of
the Companies Act, the Company may conclude a contract
with Outside Directors to limit liability for damage
attributable to their negligence in carrying out duties;
provided, however, the limit of liability pursuant to thecontract shall be the aggregate sum of the amounts
prescribed in each item in Article 425, Paragraph 1 of theCompanies Act.
Article 28. to Article 39. (Same as Article 27. to Article 38. ofthe current Articles of Incorporation)

Article 27. to Article 38. (Omitted)–4–Proposal 3: Election of One (1) Director
In order to enhance corporate governance and further improve its corporate value, the Company intends
to elect one (1) Outside Director, and hereby proposes the election of one (1) Director.
The candidate for Director is as follows:
Name(Date of Birth)

Takayuki Nitta(November 8, 1970)

Career Summary, Position and Responsibility in the Company, and Notable
Concurrent Positions
April

1995

March
June
February
October

1999
2005
2009
2013

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)
Joined Corporate Directions, Inc.
Joined Asuka Corporate Advisory Co., Ltd.
Executive Director of Asuka Corporate Advisory Co., Ltd.
Established Misaki Consulting (currently known as Misaki
Capital Inc.)
Partner of Misaki Capital Inc. (current position)

Number of theCompany’s
Shares Held0

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 is a candidate for Outside Director. If this proposal is approved, and the candidate takes office as
Outside Director, he 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. The candidate has a wealth of knowledge in corporate management nurtured through extensive experience at a
management consulting company and investment management companies, and the Company believes such experienceis beneficial to advising on management strategy and improving the objectivity of the decision-making process andenhancement of corporate governance. The Company therefore would like to have the candidate elected as Outside
Director.
5. If this proposal is approved, and the candidate takes office as Outside Director, on condition that Proposal 2: Partial
Amendments to Articles of Incorporation is approved as proposed, the Company plans to enter into a limited liability
contract with him which limits his liability for damages prescribed in Article 423, Paragraph 1 of the Companies Act,
pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act. 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.
6. The term of office of the Director elected to increase the number of Directors is, in accordance with the Company’s
Articles of Incorporation, to be the same as the remaining term of office of the incumbent Directors.

–5–

Proposal 4: Election of Four (4) Audit & Supervisory Board Members
The terms of office of all four (4) existing Audit & Supervisory Board Members will expire as of theconclusion of the Meeting. Accordingly, the Company hereby proposes the election of four (4) Audit &Supervisory Board Members.
With respect to this proposal, the Company has obtained the consent of the Audit & Supervisory Board.
The candidates for Audit & Supervisory Board Members are as follows:
No.

Name
(Date of Birth)

Career Summary, Position in the Company, andNotable Concurrent Positions
April
1979
July
1984
February 2001

1

Yasushi Takashima(January 26, 1956)

January
January

2003
2006

January

2009

April

2012

March
1979
February 2001
December 2001

2

3

Hiroki Yuda
(October 10, 1955)

Shigeru Nishiyama(October 27, 1961)

January

2003

January

2006

January

2008

April

2011

April

2012

April

2013

March

1987

April

2000

Joined Lapine Co., Ltd.
Joined the Company
General Manager of Accounting Dept.,
Administration Div.
Managing Officer supervising Accounting Dept.
Managing Officer and Division Manager of
Administration Div.
Managing Officer and Division Manager of
Accounting & Finance Div.
Standing Audit & Supervisory Board Member(current position)
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.
Director supervising Health & Elder Care BusinessDiv.
Director, Junior Managing Executive Officer
supervising Health & Elder Care Business Div.
Standing Audit & Supervisory Board Member(current position)
Registered as Certified Public Accountant

Associate Professor at Waseda University Graduate
School of Asia-Pacific Studies
April
2003 Outside Audit & Supervisory Board Member of theCompany (current position)
April
2006 Professor at Waseda University Graduate School ofCommerce (current position)(Notable Concurrent Positions)
Professor at Waseda University Graduate School of Commerce
Outside Audit & Supervisory Board Member of Mitsui Sumitomo
Insurance Co., Ltd.
Outside Audit & Supervisory Board Member of Astellas Pharma Inc.

–6–

Number of theCompany’s
Shares Held

29,984

16,40011,800No.

Name(Date of Birth)

Career Summary, Position in the Company, andNotable Concurrent Positions
April

4

Shuji Idesawa(January 15, 1957)

Registered as Attorney (Dai-ichi Tokyo Bar
Association)
March
1995 Established Idesawa & Associates (currently known
as Idesawa & Partners)
Attorney/Managing Partner (current position)
April
2006 Outside Audit & Supervisory Board Member of theCompany (current position)(Notable Concurrent Positions)
Attorney/Managing Partner at Idesawa & Partners
Outside Audit & Supervisory Board Member of F@N Communications,Inc.
Outside Audit & Supervisory Board Member of Nextgen, Inc.

Number of theCompany’s
Shares Held

1983

13,200Notes: 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 Audit & Supervisory Board Members.
Both candidates have been designated as independent directors/auditors 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 reason for nominating Mr. Shigeru Nishiyama as a candidate for Outside Audit & Supervisory Board Member isthat he is current Outside Audit & Supervisory Board Member 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 andsuggestions for assuring the suitability and appropriateness of decisions of the Board of Directors. The Company
therefore would like to have Mr. Nishiyama reelected as Outside Audit & Supervisory Board Member. On an
additional note, although Mr. Nishiyama has not been involved in corporate management in the past other than serving
as an outside director or outside audit & supervisory board member, he possesses extensive knowledge on finance andaccounting. Accordingly, the Company has come to a conclusion that Mr. Nishiyama is capable of appropriately
performing the duties of Outside Audit & Supervisory Board Member.
5. The reason for nominating Mr. Shuji Idesawa as a candidate for Outside Audit & Supervisory Board Member is that
he is current Outside Audit & Supervisory Board Member of the Company who provides his opinions based on his
expert viewpoint as an attorney, and provides advice and suggestions for assuring the suitability and appropriatenessof decisions of the Board of Directors. The Company therefore would like to have Mr. Idesawa reelected as Outside
Audit & Supervisory Board Member. On an additional note, although Mr. Idesawa has not been involved in corporate
management in the past other than serving as an outside audit & supervisory board member, as an attorney, hepossesses 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 of appropriately performing theduties as an Outside Audit & Supervisory Board Member.
6. Mr. Shigeru Nishiyama is currently an Audit & Supervisory Board Member of the Company. The period for which hehas held the position of Audit & Supervisory Board Member will become twelve (12) years as of the conclusion of the
Meeting.
7. Mr. Shuji Idesawa is currently an Audit & Supervisory Board Member of the Company. The period for which he has
held the position of Audit & Supervisory Board Member will become nine (9) years as of the conclusion of the
Meeting.
8. In order to appoint appropriate personnel with high independence as Outside Audit & Supervisory Board Member,current Articles of Incorporation of the Company provide that the Company may enter into a limited liability contract
with Outside Audit & Supervisory Board Member which limits the Outside Audit & Supervisory Board Member’s
liability for damages prescribed in Article 423, Paragraph 1 of the Companies Act, pursuant to the provisions ofArticle 427, Paragraph 1 of the Companies Act. Pursuant to such provision, the Company has entered into such limited
liability contracts with Mr. Shigeru Nishiyama and Mr. Shuji Idesawa. In addition, upon the approval ofreappointment of both of them, the Company plans to continue such limited liability contracts. The limit of liability fordamages 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.

–7–

Proposal 5: Election of One (1) Substitute Audit & Supervisory Board Member
The validity of election of Ms. Tokiko Maruno, who was elected as substitute Audit & Supervisory
Board Member at the 54th Ordinary General Meeting of Shareholders held on April 27, 2011, will expire
as of commencement of the Meeting. Accordingly, in order to prepare for a possible situation in which
the number of Audit & Supervisory Board Members falls below the number required by laws andregulations, the Company again proposes the election of one (1) substitute Audit & Supervisory Board
Member.
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:
Name(Date of Birth)
Tokiko Maruno(July 21, 1973)

Career Summary and Notable Concurrent Positions
October
October

2002
2002

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

Number of theCompany’s
Shares Held0

Notes: 1. There is no special interest between the candidate and the Company.
2. Ms. Tokiko Maruno is the candidate for substitute Outside Audit & Supervisory Board Member. Ms. Maruno is acandidate who falls under the category of independent directors/auditors as specified in Rule 436-2 of the Securities
Listing Regulations of the Tokyo Stock Exchange.
3. The reason for nominating Ms. Tokiko Maruno as a candidate for substitute Outside Audit & Supervisory Board
Member is to have her use her professional knowledge as an attorney for the Company’s audit. On an additional note,
although Ms. Maruno has not been 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, theCompany has come to a conclusion that Ms. Maruno is capable of appropriately performing the duties of Outside
Audit & Supervisory Board Member.
4. In order to appoint appropriate personnel with high independence as Outside Audit & Supervisory Board Member,current Articles of Incorporation of the Company provide that the Company may enter into a limited liability contract
with Outside Audit & Supervisory Board Member which limits the Outside Audit & Supervisory Board Member’s
liability for damages prescribed in Article 423, Paragraph 1 of the Companies Act, pursuant to the provisions ofArticle 427, Paragraph 1 of the Companies Act. In the event that Ms. Tokiko Maruno assumes the position of Audit &Supervisory Board Member, the Company plans to enter into such limited liability contract with her. The limit ofliability for damages pursuant to the limited liability contract is the aggregate sum of the amounts prescribed in each
item in Article 425, Paragraph 1 of the Companies Act.

–8–