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(Translation)
 THE ARTICLES OF INCORPORATION
OF
PIONEER CORPORATION  (Pioneer Kabushiki Kaisha)
 
 CHAPTER I.
GENERAL RULES
 Article 1. (Trade Name)
  Article 2. (Purpose)
 
 1.
    
    Manufacture and sale of electronic and electrical machinery and appliances.2.
    
    Manufacture and sale of optical instruments, medical instruments, and other
machinery and appliances.3.
    
    Planning, production, manufacture and sale of audio, video and computer
software.4.
    
    Manufacture and sale of woodwork.5.
    
    Manufacture and sale of agricultural products and plants for their cultivation.6.
    
    Sale of food and beverages including liquor, and operation of restaurants and
amusement facilities.7.
    
    Sale and purchase, rental and lease, and management of real estate and real
estate agency business.8.
    
    Publishing and printing business, advertising agency business, construction
business and non-life insurance agency business.9.
    
    Acquisition, management and transfer of industrial property rights, copyrights
and other intellectual property rights.10.
    
    All business incidental and related to each and every one of the businesses in
the preceding paragraphs.




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Article 3. (Location of Head Office)
  Article 4. (Corporate Organizations)
  1.
    
    Board of Directors2.
    
    Corporate Auditors3.
    
    Board of Corporate Auditors4.
    
    Accounting Auditor
 Article 5. (Method of Giving Public Notices)
  CHAPTER II.
SHARES
 Article 6. (Total Number of Shares Authorized to be Issued by the Company)
  Article 7. (Purchases by the Company of Its Own Shares)
  Article 8. (Number of Shares Constituting One Unit of Stock)
  Article 9. (Issuance of Share Certificates)
 (1)
    The Company shall issue share certificates that represent its issued shares.(2)
    Notwithstanding the provisions of the preceding paragraph, the Company shall not issue any
certificates for shares constituting less than one unit of stock (hereinafter referred to as
fractional unit shares), except as provided for in the Share Handling Regulations of the
Company.
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Article 10. (Request for Sale of Fractional Unit Shares)
  Article 11. (Rights of Fractional Unit Shares)
  1.
    
    The rights provided for in each item of Article 189, Paragraph 2 of the Company
Law.2.
    
    The right to request that the Company purchase his/her shares with
shareholders right to sell.3.
    
    The right to receive an allotment of offered shares and offered share
acquisition rights in proportion to the number of shares held.4.
    
    The right to request the sale of fractional unit shares provided for in the
preceding Article.
 Article 12. (Transfer Agent)
 (1)
    
    The Company shall have a transfer agent.(2)
    
    The transfer agent and its place of business shall be determined by a resolution of the Board
of Directors and public notice shall be given thereof.(3)
    
    The transfer agent shall prepare and keep the register of shareholders (including the
register of beneficial shareholders; hereinafter the same shall apply), the register of lost
share certificates and the register of share acquisition rights of the Company, and shall
handle other business pertaining to the register of shareholders, the register of lost share
certificates and the register of share acquisition rights and other
businesses pertaining to shares and share acquisition rights, and the Company shall not itself handle the above matters
directly.
 Article 13. (Share Handling Regulations)
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Article 14. (Record Date)
 (1)
    
    The Company shall deem any shareholder having voting rights as appearing in writing or
digitally on the register of shareholders at the end of March 31, each year, to be a
shareholder who is entitled to exercise the rights of a shareholder at the ordinary general
meeting of shareholders for that particular business year.(2)
    
    In addition to the preceding paragraph, the Company may, whenever necessary, by a resolution
of the Board of Directors and upon giving prior public notice, deem any shareholder or stock
pledgee whose name appears in writing or digitally on the register of shareholders as of the
end of a specified date to be a shareholder or a stock pledgee who is entitled to exercise
certain rights of a shareholder or a stock pledgee.
 CHAPTER III.
GENERAL MEETINGS OF SHAREHOLDERS
 Article 15. (Convocation of General Meetings of Shareholders)
  Article 16. (Person to Convene General Meetings of Shareholders and Chairman Thereof)
 (1)
    
    Unless otherwise provided by laws or ordinances, the President and Director of the Company
shall convene general meetings of shareholders by resolutions of the Board of Directors and
shall act as the chairman of the meetings.
 (2)
    
    If the President and Director is unable to act, another director shall convene the general
meetings of shareholders and act as the chairman of the meetings in accordance with an order
of priority previously determined by the Board of Directors.
 Article 17. (Disclosure of Reference Documents for General Meetings of Shareholders through the Internet)
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Article 18. (Method of Making Decisions at General Meetings of Shareholders)
 (1)
    
    Unless otherwise provided by laws or ordinances or in these Articles of Incorporation, a
resolution of a general meeting of shareholders shall be adopted by a majority vote of the
shareholders entitled to exercise their voting rights who are present at the meeting.
 (2)
    
    A resolution to be adopted pursuant to the provisions of Article 309, Paragraph 2 of the
Company Law shall be adopted by not less than two-thirds of the votes of the shareholders
present at the meeting who hold not less than one-third of the votes of the shareholders
entitled to exercise their voting rights.
 Article 19. (Voting by a Proxy)
  Article 20. (Minutes of General Meetings of Shareholders)
  CHAPTER IV.
DIRECTORS AND BOARD OF DIRECTORS
 Article 21. (Number of Directors)
  Article 22. (Election of Directors)
 (1)
    
    A resolution of a general meeting of shareholders for the election of directors shall require
the presence of shareholders holding one-third or more of the voting rights of the
shareholders entitled to exercise their voting rights, and it shall be adopted by a majority
vote of the shareholders present.
 (2)
    
    No cumulative voting shall be used for the election of directors.
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Article 23. (Term of Office of Directors)
  Article 24. (Directors with Specific Titles and Representative Directors)
 (1)
    
    The Board of Directors may elect by a resolution thereof one Chairman and Director, one Vice
Chairman and Director, one President and Director, and one or more Executive Vice Presidents
and Directors, Senior Managing Directors, and Managing Directors.
 (2)
    
    The Board of Directors shall elect by a resolution thereof one or more Representative
Directors from those directors with specific titles referred to in the preceding paragraph.
 Article 25. (Person to Convene Meetings of the Board of Directors and Chairman Thereof)
 (1)
    
    Unless otherwise provided by laws or ordinances, the President and Director shall convene
meetings of the Board of Directors and shall act as the chairman of the meetings.
 (2)
    
    If the President and Director is unable to act, another director shall convene the meetings
of the Board of Directors and act as the chairman of the meetings in accordance with an order
of priority previously determined by the Board of Directors.
 Article 26. (Convocation Notice of Meetings of the Board of Directors)
  Article 27. (Method of Making Decisions at Meetings of the Board of Directors)
  Article 28. (Deemed Resolutions of the Board of Directors)
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Article 29. (Minutes of Meetings of the Board of Directors)
  Article 30. (Regulations of the Board of Directors)
  Article 31. (Remuneration, etc. for Directors)
  CHAPTER V.
CORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS
 Article 32. (Number of Corporate Auditors)
  Article 33. (Election of Corporate Auditors)
  Article 34. (Term of Office of Corporate Auditors)
 (1)
    
    The term of office of a corporate auditor shall expire at the conclusion of the ordinary
general meeting of shareholders held with respect to the last business year ending within four
(4) years after the election.
 (2)
    
    The term of office of a corporate auditor who is elected to fill a vacancy caused by
retirement of a corporate auditor before the expiration of the latters term of office, shall
expire when such predecessors full term of office would have expired.
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Article 35. (Full Time Corporate Auditor(s))
  Article 36. (Convocation Notice of Meetings of the Board of Corporate Auditors)
  Article 37. (Method of Making Decisions at Meetings of the Board of Corporate Auditors)
  Article 38. (Minutes of Meetings of the Board of Corporate Auditors)
  Article 39. (Regulations of the Board of Corporate Auditors)
  Article 40. (Remuneration, etc. for Corporate Auditors)
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CHAPTER VI.
ACCOUNTS
 Article 41. (Business Year)
  Article 42. (Record Date for Payment of Year-End Dividends and Interim Dividends)
 (1)
    
    The Company shall, by a resolution of a general meeting of shareholders, make a payment of
dividends from surplus, in cash, (hereinafter referred to as year-end dividends) to the
shareholders or stock pledgees whose names appear in writing or digitally on the register of
shareholders as of the end of March 31, each year.
 (2)
    
    The Company may, by a resolution of the Board of Directors, make a payment of dividends from
surplus pursuant to the provisions of Article 454, Paragraph 5 of the Company Law (hereinafter
referred to as interim dividends) to the shareholders or stock pledgees whose names appear
in writing or digitally on the register of shareholders as of the end of September 30, each
year.
 Article 43. (Terms for Discharge of Liability for Dividend Payments)
 (1)
    
    If a year-end dividend or an interim dividend on shares remains unreceived within three (3)
full years after the date on which the payment therefor commenced, the Company shall be
discharged from its obligation to pay such year-end dividend or interim dividend.
 (2)
    
    Year-end dividends and interim dividends to be paid shall bear no interest.
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