This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.
The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 7532
September 10, 2014

To Our Shareholders
Koji Oohara
President and Representative Director

Don Quijote Holdings Co., Ltd.
(Former trade name: Don Quijote Co., Ltd.)
2-19-10 Aobadai, Meguro-ku, Tokyo
Notice of Convocation of the 34th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 34th Ordinary General Meeting of Shareholders of Don
Quijote Holdings Co., Ltd. (the “Company”). The meeting will be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via
the Internet, etc. Please review the attached Reference Documents for the General Meetingof Shareholders and return the enclosed Voting Rights Exercise Form by indicating yourapproval or disapproval to arrive at the Company by 6:00 p.m. on September 25 (Thursday),2014 in Japan time, or exercise your voting rights via the Internet, etc. at the designatedwebsite (http://www.evote.jp/) by 6:00 p.m. on the same day.
1.

Date and Time:

September 26 (Friday), 2014, 10:00 a.m.

2.

Place:

Hourai-no-ma (2nd floor), Meiji Kinenkan
2-2-23 Moto-Akasaka, Minato-ku, Tokyo

3.

Agenda for the Meeting
Matters to be reported:
1.
The Business Report, the Consolidated Financial Statements and Audit Reports of theConsolidated Financial Statements by the Accounting Auditors and the Audit andSupervisory Board for the 34th Fiscal Term (July 1, 2013 to June 30, 2014)
2.
The Non-Consolidated Financial Statements for the 34th Fiscal Term (July 1, 2013 toJune 30, 2014)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Six (6) Directors
Proposal No. 3:
Election of One (1) Audit and Supervisory Board Member
Proposal No. 4:
Final Payments of Retirement Benefits to Directors upon Abolition of
Retirement Benefits Plan for Directors and Audit and Supervisory Board
Members
Proposal No. 5:
Final Payments of Retirement Benefits to Audit and Supervisory Board
Members upon Abolition of Retirement Benefits Plan for Directors andAudit and Supervisory Board Members
Proposal No. 6:
Introduction of Share-Based Compensation Stock Options for Directors
1For those attending, please present the enclosed Voting Rights Exercise Form on attendance to the receptionist.
Of the documents to be provided, information concerning the following items is not included in the documents provided withthis Notice of Convocation of the General Meeting of Shareholders, but is posted on our Website at
http://www.donki.com/group/ir/ (in Japanese only) pursuant to laws and regulations and Article 15 of the Company’s Articles
of Incorporation.
1) Notes to the Consolidated Financial Statements
2) Notes to the Non-Consolidated Financial Statements
The Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Audit and Supervisory
Board Members for their audit report and the Accounting Auditors for their accounting audit report include, in addition to thecontents of the documents provided here, items to be presented as the Notes to the Consolidated Financial Statements and theNotes to the Non-Consolidated Financial Statements.
If there are any amendments to the Business Report, Non-Consolidated Financial Statements, Consolidated Financial
Statements and Reference Documents for the General Meeting of Shareholders, the revised version will be posted on our
Website at http://www.donki.com/group/ir/ (in Japanese only).

2

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
Appropriation of surplus for the 34th Fiscal Term is proposed as follows:
1. Appropriation of Surplus
In order to prepare for the implementation of a flexible capital policy that responds to changes
in the operating environment, the Company proposes that its general reserve be reversed andtransferred to retained earnings brought forward.
(1) Item and amount to be decreased in surplus
General reserve:
87,400,000,000 yen(2)Item and amount to be increased in surplus
Retained earnings brought forward: 87,400,000,000 yen

2. Year-End Dividend
The Company considers the return of profits to shareholders to be one of its most importanttasks. Taking into consideration future business development while assuming the basic stanceof maintaining stable dividends, the year-end dividend of the 34th Fiscal Term is proposed asfollows.
(1) Type of dividend property
Cash
(2)

Matter and total amount regarding dividend property’s allocation to shareholders
Cash payment of dividend per share: 26 yen per common share of the Company
Total amount: 2,038,211,136 yen(3)Effective date of dividend payment
September 29, 2014

3

Proposal No. 2: Election of Six (6) Directors
The terms of office of all five (5) Directors are to expire at the conclusion of this Ordinary
General Meeting of Shareholders. Consequently, the Company proposes that shareholders electsix (6) Directors, increasing their number by one (1) Director in order to further enhance themanagement team and strengthen governance.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)
September 1980 Established Just Co., Ltd. (currently Don
Quijote Holdings Co., Ltd.)
President and Representative Director
October 1997

Number of
the Company
shares held

Established Anryu Shoji Co., Ltd.
President and Representative Director(current position)

September 2005 Chairman, Representative Director and CEOof the Company
1

Takao Yasuda(May 7, 1949)

December 2005 Chairman of Yasuda Scholarship Foundation(current position)
7,746,000 shares
Chairman, President, Representative Director
April 2013
and CEO of the Company
August 2013

President, Representative Director and CEO
of Don Quijote Preparatory Co., Ltd.
(currently Don Quijote Co., Ltd.)

December 2013 Chairman and Representative Director of
Don Quijote Co., Ltd. (current position)
July 2014

Chairman, Representative Director and CEOof the Company (current position)

4

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)February 1993 Joined the Company

Number of
the Company
shares held

September 1995 Director and Division Director of 2nd Sales
Division of the Company
January 2005

President and Representative Director of
Donkicom Co., Ltd. (currently REALIT Co.,Ltd.)

April 2007

Resigned from the position of Director of theCompany

April 2009

President and Representative Director of
PAW Creation Co., Ltd. (currently Japan
Commercial Establishment Co., Ltd.)

September 2009 Director and CIO of the Company
2

Koji Oohara(August 23, 1963)

July 2012

April 2013

President and Representative Director of Don
Quijote Shared Services Co., Ltd. (current
position)

4,000 shares

Vice-President, Director and COO of theCompany

November 2013 Vice-President, Representative Director and
COO of the Company
December 2013 President and Representative Director of Don
Quijote Co., Ltd. (current position)
July 2014

President, Representative Director and COOof the Company (current position)
Chairman and Representative Director ofJapan Commercial Establishment Co., Ltd.
(current position)
Chairman and Representative Director of
REALIT Co., Ltd. (current position)

July 1997

Joined the Company

September 1997 Director of the Company
February 2000

Division Director of Corporation
Management and Strategic Division of theCompany

January 2005

Senior Managing Director of the Company

September 2005 Senior Managing Director and CFO of theCompany3

Mitsuo Takahashi(March 10, 1955)

December 2010 Senior Managing Director, CFO and CCO of
the Company
July 2012

Senior Managing Director and CFO of theCompany (current position)
Division Director of Corporate
Communications Division of the Company(current position)

June 2013

Director of Accretive Co., Ltd. (current
position)
President and Representative Director of DoitCo., Ltd. (current position)

55,000 shares

No.

4

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)
December 1995 Joined McKinsey & Company, Inc. Japan
March 1997

Joined Union Bancaire Privée

August 2002

Established Alter Ego Consulting Co., Ltd.
President and Representative Director

February 2003

President and Representative Director of
T-ZONE HOLDINGS, INC. (currently MAG
NET HOLDINGS, INC.)

Naoki Yoshida(December 7, 1964)
July 2012

Number of
the Company
shares held

100 shares

Director of Don Quijote Shared Services Co.,
Ltd. (current position)

September 2012 Director of the Company
November 2013 Senior Managing Director of the Company(current position)

5

Kenji Sekiguchi(October 20, 1964)

May 1997

Joined the Company

May 2006

Department Director of New Business
Promotion Department of the Company

November 2007 Vice-President and Representative Directorof Nagasakiya Co., LTD.
April 2013

President and Representative Director of
Nagasakiya Co., LTD. (current position)

2,200 shares

September 2013 President of MARUKAI CORPORATION(current position)
November 2013 Director of the Company (current position)
September 1994 Superintendent-General of the Metropolitan
Police Department
September 2003 Chairperson of the board of directors ofJapan Guide Dog Association (current
position)
June 2006*6

Yukihiko Inoue(November 4, 1937)

Outside Corporate Auditor of TOKOELECTRICAL CONSTRUCTION CO.,LTD. (current position)
Outside Director of ASAHI KOGYOSHA
CO., LTD. (current position)

0 shareSeptember 2009 Audit and Supervisory Board Member of theCompany
March 2011

Chairman of Public Interest Incorporated
Foundation, Aikido Yoshinkai (current
position)

June 2011

Outside Statutory Auditor of All Nippon
Security Co., Ltd. (current position)

June 2012

Standing Audit and Supervisory Board
Member of the Company (current position)(Notes) 1. Person marked with an asterisk is a candidate for new Director.
2. The candidate for Director, Mr. Takao Yasuda is serving concurrently as Representative Director of
Don Quijote Co., Ltd., which has a business relationship with the Company involving real estateleasing, management guidance, etc.
3. The candidate for Director, Mr. Koji Oohara is serving concurrently as Representative Director of
Don Quijote Co., Ltd., which has a business relationship with the Company involving real estateleasing, management guidance, etc. Mr. Oohara is also serving concurrently as Representative
Director of Japan Commercial Establishment Co., Ltd., which has a business relationship with theCompany involving management guidance, etc. In addition, he is serving concurrently as
6

Representative Director of Don Quijote Shared Services Co., Ltd., which has a business
relationship with the Company involving outsourcing, etc.
4. The candidate for Director, Mitsuo Takahashi is serving concurrently as Representative Director of
Doit Co., Ltd., which has a business relationship with the Company involving management
guidance, etc.
5. The candidate for Director, Kenji Sekiguchi is serving concurrently as Representative Director of
Nagasakiya Co., LTD., which has a business relationship with the Company involving lending andborrowing, management guidance, etc. He is also serving concurrently as President of MARUKAICORPORATION, which has a business relationship with the Company involving lending andborrowing, etc.
6. There is no special interest between the Company and the other candidates.
7. Mr. Yukihiko Inoue is the candidate for Outside Director of the Company.
8. Although Mr. Yukihiko Inoue has not been directly involved in company management, he wasselected as a candidate for Outside Director of the Company based on the judgment that he is able
to appropriately execute the duties of that position from an objective perspective using his
experience in important positions such as Superintendent-General of the Metropolitan Police
Department.
9. Mr. Yukihiko Inoue is currently serving as Outside Audit and Supervisory Board Member of theCompany, and his term as Audit and Supervisory Board Member shall be five (5) years at theconclusion of this Ordinary General Meeting of Shareholders.
10. The Company has designated Mr. Yukihiko Inoue as an independent officer in accordance with arule established by the Tokyo Stock Exchange and notified in this regard to the Exchange. The
Company intends to continue Mr. Inoue’s designation as an independent officer if he is elected as
Outside Director.

7

Proposal No. 3: Election of One (1) Audit and Supervisory Board Member
The term of office of Audit and Supervisory Board Member Mr. Tomiaki Fukuda is to expire at
the conclusion of this Ordinary General Meeting of Shareholders. In addition, Audit andSupervisory Board Member Mr. Yukihiko Inoue is to resign at the conclusion of this Ordinary
General Meeting of Shareholders. Accordingly, the Company proposes that, in consideration of
the current status of its audit system, shareholders elect one (1) Audit and Supervisory Board
Member.
The Company has obtained the consent of the Audit and Supervisory Board on this proposal.
The candidate for Audit and Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions)

President and Representative Director of
U.H.I. SYSTEMS K.K.
November 2002 Vice-president of Fédération Internationale desLuttes Associées (FILA) (current position)
President of Japan Wrestling Federation
April 2003
(current position)
General Manager of the Japanese Delegation
August 2004
for Athens Olympic Games
Chef de Mission of the Japanese Delegation
August 2008
for Beijing Olympic Games
Vice President of Japanese Olympic
April 2009
Tomiaki Fukuda
Committee(December 19, 1941)
September 2010 Standing Audit and Supervisory Board
Member of the Company
Audit and Supervisory Board Member of theJune 2012
Company (current position)
Chairman and Representative Director of
Goyo Intex CO., LTD. (current position)
Honorary member of Japanese Olympic
June 2013
Committee (current position)Councillor of the Tokyo Organising
January 2014
Committee of the Olympic and Paralympic
Games (current position)

Number of
the Company
shares held

April 1995

0 share(Notes) 1. There is no special interest between the above candidate and the Company.
2. Mr. Tomiaki Fukuda is the candidate for Outside Audit and Supervisory Board Member of theCompany.
3. Mr. Tomiaki Fukuda is currently serving as Outside Audit and Supervisory Board Member of theCompany, and his term as Audit and Supervisory Board Member shall be four (4) years at theconclusion of this Ordinary General Meeting of Shareholders.
4. Mr. Tomiaki Fukuda was selected as a candidate for Outside Audit and Supervisory Board Memberof the Company based on the judgment that he is able to appropriately execute the duties of that
position from an objective perspective using his experience in important positions such as
President of Japan Wrestling Federation.

8

Proposal No. 4: Final Payments of Retirement Benefits to Directors upon Abolition of
Retirement Benefits Plan for Directors and Audit and Supervisory Board
Members
The Company resolved at a meeting of the Board of Directors held on August 18, 2014, to abolish
its retirement benefits plan for Directors and Audit and Supervisory Board Members at theconclusion of this Ordinary General Meeting of Shareholders. The decision was taken following areview of the Company’s remuneration structure for Directors and Audit and Supervisory Board
Members as part of enhancements of the Company’s corporate governance.
Accordingly, the Company proposes that final payments of retirement benefits be made to five (5)Directors, who will be reelected if Proposal No. 2 is approved. The payments are proposed fortheir periods in office up to the conclusion of this Ordinary General Meeting of Shareholders, at a
total amount not exceeding 541 million yen, in accordance with certain criteria in the Company’s
rules on retirement benefits for Directors and Audit and Supervisory Board Members. In addition,
the Company proposes that the payments to each of the Directors be made after they retire fromtheir posts as Directors and that the details of the payment amounts, the payment method andother such matters be entrusted to the Board of Directors.
The names and career summaries of the Directors who will receive the final payments are as
follows.
Name

Takao Yasuda

Career summary
September 1980
September 2005
April 2013

September 2012

President and Representative Director of the Company
Chairman, Representative Director and CEO of the Company
Chairman, President, Representative Director and CEO of theCompany
Chairman, Representative Director and CEO of the Company(current position)
Director and CIO of the Company
Vice-President, Director and COO of the Company
Vice-President, Representative Director and COO of theCompany
President, Representative Director and COO of the Company(current position)
Director of the Company
Senior Managing Director of the Company
Senior Managing Director and CFO of the Company (current
position)
Director of the Company

November 2013

Senior Managing Director of the Company (current position)

November 2013

Director of the Company (current position)

July 2014

Koji Oohara

September 2009
April 2013
November 2013
July 2014

Mitsuo Takahashi

Naoki Yoshida
Kenji Sekiguchi

September 1997
January 2005
September 2005

9

Proposal No. 5: Final Payments of Retirement Benefits to Audit and Supervisory Board
Members upon Abolition of Retirement Benefits Plan for Directors and Audit
and Supervisory Board Members
The Company resolved at a meeting of the Board of Directors held on August 18, 2014, to abolish
its retirement benefits plan for Directors and Audit and Supervisory Board Members at theconclusion of this Ordinary General Meeting of Shareholders. The decision was taken following areview of the Company’s remuneration structure for Directors and Audit and Supervisory Board
Members as part of enhancements of the Company’s corporate governance.
Accordingly, the Company proposes that final payments of retirement benefits be made to five (5)Audit and Supervisory Board Members, including Mr. Yukihiko Inoue (proposed for election as a
Director as described in Proposal No. 2), who will retire from his post as an Audit andSupervisory Board Member at the conclusion of this Ordinary General Meeting of Shareholders,and Mr. Tomiaki Fukuda, who will be reelected if Proposal No. 3 is approved. The payments areproposed for their periods in office up to the conclusion of this Ordinary General Meeting of
Shareholders, at a total amount not exceeding 6 million yen, in accordance with certain criteria in
the Company’s rules on retirement benefits for Directors and Audit and Supervisory Board
Members. In addition, the Company proposes that the payments to each of the Audit andSupervisory Board Members be made after they retire from their posts as Audit and Supervisory
Board Members and that the details of the payment amounts, the payment method and other suchmatters be entrusted to deliberations by the Audit and Supervisory Board Members.
The names and career summaries of the Audit and Supervisory Board Members who will receive
the final payments are as follows.
Name
Koichi Otoshi
Yukihiko Inoue

Tomiaki Fukuda
Yoshihiro Hongo

September 2007

Audit and Supervisory Board Member of the Company (current
position)

Audit and Supervisory Board Member of the Company (current
position)
The four (4) persons other than Mr. Koichi Otoshi are Outside Audit and Supervisory Board
Members.

Yasunori Yoshimura(Note)

Career summary
September 2012 Standing Audit and Supervisory Board Member of the Company(current position)
September 2009 Audit and Supervisory Board Member of the Company
Standing Audit and Supervisory Board Member of the Company
June 2012(current position)
September 2010 Standing Audit and Supervisory Board Member of the Company
Audit and Supervisory Board Member of the Company (current
June 2012
position)

November 201310

Proposal No. 6: Introduction of Share-Based Compensation Stock Options for Directors
Pursuant to Article 361, Paragraph 1 of the Companies Act, the Company received approval at the24th Ordinary General Meeting of Shareholders held on September 28, 2004, to set the amount ofmonetary remuneration for Directors at not more than 400 million yen per annum (not including
their remuneration as employees), and this remains in effect today. The Company now seeks
approval for remuneration for the issuance of stock options to be provided each year at an amountof not more than 1 million yen per annum to Directors (excluding Outside Directors; the same
shall apply hereinafter), which shall be separate to the above-mentioned monetary remuneration
amount, and other relevant matters.
The amount of the stock acquisition rights to be issued to the Company’s Directors as stock
options shall be the amount obtained by multiplying the fair value of each stock acquisition rightcalculated on the stock acquisition right allotment date by the total number of stock acquisitionrights to be allotted. For the above-mentioned calculation of the fair value of each stockacquisition right on the stock acquisition right allotment date, a calculation method commonlyused for the calculation of fair values of stock acquisition rights will be used.
The said share-based compensation stock options shall be granted by allotting to the Directors of
the Company stock acquisition rights, for which the amount to be paid in is the fair value of suchstock acquisition rights, while at the same time Directors to whom stock acquisition rights areallotted shall be paid a monetary remuneration equivalent to the said amount to be paid in. The
method used shall be one in which this right to receive the remuneration is offset by the obligationof payment of the amount to be paid in for the stock acquisition rights.
At present, the number of Directors is five (5) persons. After Proposal No. 2 is approved andadopted as proposed, the number of Directors shall be six (6) persons (including one (1) Outside
Director).
1. Reason for Suitability of Issuance of Stock Acquisition Rights as Stock Option Remuneration to
Directors
The Company has judged that the proposed remuneration structure is appropriate for its aim ofenhancing its Directors’ motivation and interest toward improving the Company’s results andensuring that they manage the business with an even greater emphasis on the interests ofshareholders.
2. Details of Remuneration, etc. (Details of Stock Acquisition Rights to Be Issued as Stock Option
Remuneration Each Year)(1) Number of stock acquisition rights
The number of stock acquisition rights to be issued within one year of the date of theOrdinary General Meeting of Shareholders for each fiscal year shall not exceed 200.
(2) Class and number of shares to be delivered upon exercise of stock acquisition rights
The number of shares to be delivered upon exercise of stock acquisition rights issued within
one year of the date of the Ordinary General Meeting of Shareholders for each fiscal year
shall not exceed 20,000 shares. The class of shares to be delivered upon exercise of stockacquisition rights shall be common shares and the number of shares to be delivered upon
exercise of each stock acquisition right (hereinafter the “Number of Granted Shares”) shallbe 100 shares.
In cases where it is appropriate to change the Number of Granted Shares due to a share split(including allotment of common shares of the Company without contribution; the same
shall apply hereinafter), a share consolidation or similar change to the Company’s commonshares, the Company shall make the adjustments it deems necessary.

11

(3) Amount to be paid in upon allotment of stock acquisition rights
The amount to be paid in shall be the fair value calculated using the Black-Scholes model asof the date of allotment of stock acquisition rights. However, the Company shall pay
monetary remuneration equivalent to the total amount to be paid in for the stock acquisitionrights to the Directors to whom the stock acquisition rights are allotted, and this right toreceive the remuneration shall be offset by the obligation of payment of the amount to be
paid in for the stock acquisition rights.
(4) Amount of property to be contributed upon exercise of stock acquisition rights
The amount of property contributed upon exercise of each stock acquisition right shall be theamount obtained by multiplying the amount to be paid in for each share that may bedelivered upon exercise of each stock acquisition right (hereinafter the “Exercise Price”) by
the Number of Granted Shares.
The Exercise Price shall be 1 yen.
In cases where it is appropriate to change the Exercise Price due to a share split, a shareconsolidation or similar change to the Company’s common shares, the Company shall makethe adjustments it deems necessary.
(5) Period during which stock acquisition rights may be exercised
The period during which the stock acquisition rights may be exercised shall be a period notexceeding 30 years from the allotment date that is determined by the Board of Directors of
the Company.
(6) Restrictions on acquisition of stock acquisition rights by transfer
The acquisition of stock acquisition rights by transfer shall be approved by the Board of
Directors of the Company.
(7) Terms and conditions for exercising stock acquisition rights(i) A holder of stock acquisition rights may exercise all his or her stock acquisition rights in
one block only during the period described in (5) above and within a period of ten days
following the date on which he or she loses the position of Director of the Company.
(ii) Other terms and conditions for exercising stock acquisition rights shall be determined byresolution of the Board of Directors of the Company.
(8) Other subscription requirements for stock acquisition rights
The details of other matters for stock acquisition rights shall be specified at the meeting of
the Board of Directors at which the subscription requirements for the stock acquisition rights
are to be determined.

12