ていあんｎThisdocument 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 12, 2017

To Our Shareholders
Koji Oohara
President and Representative Director

Don Quijote Holdings Co., Ltd.
2-19-10 Aobadai, Meguro-ku, Tokyo
Notice of Convocation of the 37th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 37th 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 26 (Tuesday),2017 in Japan time, or exercise your voting rights via the Internet, etc. at the designatedwebsite (http://www.it-soukai.com/) by 6:00 p.m. on the same day.
1.

Date and Time:

September 27 (Wednesday), 2017, 10:00 a.m.

2.

Place:

Fuji-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 Committee for the 37th Fiscal Term (July 1, 2016 to June 30, 2017)2.
The Non-Consolidated Financial Statements for the 37th Fiscal Term (July 1, 2016 toJune 30, 2017)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Partial Amendments to the Articles of Incorporation
Proposal No. 3:
Election of Ten (10) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 4:
Election of One (1) Director who Is an Audit and Supervisory
Committee Member
Proposal No. 5:
Revision of Amount of Remuneration for Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members)

1

Proposal No. 6:

Revision of Amount of Remuneration Related to Share Acquisition
Rights Issued as Share-Based Compensation Stock Options for
Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

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-hd.co.jp/ir/ (in Japanese only) pursuant to laws and regulations and Article 15 of the Company’s Articles ofIncorporation.
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
Committee for its 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-hd.co.jp/ir/ (in Japanese only).

2

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company considers the return of profits to shareholders to be one of its most important tasks.
Taking into consideration future business development while assuming the basic stance of
maintaining stable dividends, the year-end dividend of the 37th 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: 21 yen per common share of the Company
Total amount: 3,321,656,667 yen(3)Effective date of dividend payment
September 28, 2017

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reason for the Proposal
In order to further enhance its management system in line with the expansion of its businessfields, to promote future business development and to prepare for the reinforcement of its
management base, the Company intends to change the number of Directors (excluding
Directors who are Audit and Supervisory Committee Members) stipulated in Article 20,
paragraph 1 of the current Articles of Incorporation from ten (10) or less to twenty (20) or
less.
2. Description of the Amendments
The Company proposes that the Articles of Incorporation of the Company be amended asfollows:(Amendments are underlined)
Proposed Amendments

Current Articles of Incorporation
Chapter 4

Directors and Board of Directors

Chapter 4

Directors and Board of Directors(Number of Directors)(Number of Directors)

Article 20 The number of Directors (excluding
Directors who are Audit and Supervisory
Committee Members) of the Company
shall be ten (10) or less.

Article 20 The number of Directors (excluding
Directors who are Audit and Supervisory
Committee Members) of the Company
shall be twenty (20) or less.

2. (Omitted)

2. (Same as at present)3

Proposal No. 3: Election of Ten (10) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
The terms of office of all three (3) Directors (excluding Directors who are Audit and Supervisory
Committee Members; applicable to the rest of this proposal) will expire at the conclusion of thismeeting. In that regard, the Company proposes the election of ten (10) Directors, increasing thenumber of Directors by seven (7) to enhance the management system in line with the expansion ofits business fields.
As for this proposal, the Audit and Supervisory Committee of the Company has judged that all the
candidates for Directors are eligible.
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)
Joined the Company
Director and Division Director of 2nd
Sales Division of the Company
President and Representative Director of
Donkicom Co., Ltd. (currently REALIT
Co., Ltd.)
Resigned from the position of Directorof the Company
President and Representative Director of
PAW Creation Co., Ltd. (currently Japan
Commercial Establishment Co., Ltd.)
Director and CIO of the Company
Director of Doit Co., Ltd.
President and Representative Director of
Don Quijote Shared Services Co., Ltd.
(current position)
Director of Nagasakiya Co., Ltd.
(current position)
Vice-President, Director and COO of theCompany
Vice-President, Representative Director
and COO of the Company
President and Representative Director of
Don Quijote Co., Ltd. (current position)
President, Representative Director and
COO of the Company
Chairman and Representative Directorof Japan Commercial Establishment Co.,
Ltd.
Chairman and Representative Directorof REALIT Co., Ltd.
President and CEO of the Company(current position)
President and Representative Director of
Don Quijote Holdings RetailManagement Co., Ltd. (current position)
President and Representative Director of
Doit Co., Ltd. (current position)

February 1993
September 1995
January 2005

April 2007
April 2009

September 2009
June 2012
July 2012

September 2012
1

Koji Oohara(August 23, 1963)

April 2013
November 2013
December 2013
July 2014

July 2015

April 2017

4

Number oftheCompany
shares held

50,300shares(Reasons for nomination as candidate for Director)
Koji Oohara has a performance record of playing a key role in supporting many aspects of the Don
Quijote Group since its foundation, such as store operation, development of store properties andsystems. At present also, he is demonstrating strong leadership in overseeing the Group as President
and CEO of the Company. Accordingly, the Company deems that he is an appropriate person for
promoting further improvement in the Group’s corporate value going forward, and has continued tonominate him as a candidate for Director.

5

No.

Name
(Date of birth)

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

Joined AOKI Fashion Sales Co., Ltd.
(currently AOKI Holdings Inc.)
Director of AOKI Holdings Inc.
June 1990
Joined the Company
July 1997
September 1997 Director of the Company
Division Director of Corporation
February 2000
Management and Strategic Division of
the Company
Senior Managing Director of theJanuary 2005
Company
September 2005 Senior Managing Director and CFO of
the Company
Director of Doit Co., Ltd.
January 2007
November 2007 Director of Nagasakiya Co., Ltd.
(current position)
14,000Mitsuo Takahashi
Senior Managing Director, CFO and
December 2010
(March 10, 1955)
sharesCCO of the Company
Senior Managing Director and CFO of
July 2012
the Company (current position)
Division Director of Corporate
Communications Division of theCompany (current position)
Outside Director of Accretive Co., Ltd.
June 2013
President and Representative Director of
Doit Co., Ltd.
Member of the Board of Directors ofDecember 2013
Don Quijote Co., Ltd. (current position)
Director [Audit and Supervisory
June 2016
Committee Member] of Accretive Co.,Ltd.
Director of Doit Co., Ltd. (current
April 2017
position)(Reasons for nomination as candidate for Director)
Mitsuo Takahashi takes charge of investor relations and corporate communications with stakeholders
as Senior Managing Director and CFO of the Company. He possesses abundant experience and broad
insight in relation to corporate management such as finance, accounting and capital policy.
Accordingly, the Company deems that he is an appropriate person for promoting further improvementin the Group’s corporate value going forward, and has continued to nominate him as a candidate for
Director.
April 1977

2

Number oftheCompany
shares held

6

No.

Name
(Date of birth)

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

Joined McKinsey & Company Inc.
Japan
Joined Union Bancaire Privée
March 1997
Established Alter Ego Consulting Co.,
August 2002
Ltd.
President and Representative Director
President and Representative Director of
February 2003
T-ZONE HOLDINGS, INC. (currently
MAG NET HOLDINGS, INC.)
President of Don Quijote (USA) Co.,
July 2007
Ltd.
September 2012 Director of the Company
Naoki Yoshida
200 shares(December 7, 1964)
November 2013 Senior Managing Director of theCompany
Member of the Board of Directors ofDecember 2013
Don Quijote Co., Ltd. (current position)
Director of Nagasakiya Co., Ltd.
(current position)
Director of Doit Co., Ltd. (current
position)
Senior Managing Director and CCO of
July 2015
the Company (current position)
Outside Director of Accretive Co., Ltd.
June 2017(current position)(Reasons for nomination as candidate for Director)
Naoki Yoshida widely takes charge of the division responsible for compliance and governanceincluding the Group’s legal affairs and labor affairs, the divisions in charge of finance, accounting
and tax affairs, and the Group’s strategic planning division both inside Japan and overseas, as Senior
Managing Director and CCO of the Company. In addition, he possesses abundant experience andbroad insight in relation to corporate management based on his successive service as president at
various companies. Accordingly, the Company deems that he is an appropriate person for promoting
further improvement in the Group’s corporate value going forward, and has continued to nominate
him as a candidate for Director.
Joined the Company
December 2003
GeneralManager of Information System
June 2009
Department, Information andCommunication Technology Division of
the Company
September 2011 Director of REALIT Co., Ltd.
Vice-President and Director of REALIT
June 2012
Co., Ltd.
Hiroshi Abe
President and Representative Director of
July 2014
0 shares(February 22, 1975)REALIT Co., Ltd. (current position)
Director of Don Quijote Holdings Retail
July 2015
Management Co., Ltd. (current position)
Director of Don Quijote Shared Services
Co., Ltd. (current position)
Division Director of Information andCommunication Technology Division of
Don Quijote Shared Services Co., Ltd.
(current position)(Reasons for nomination as candidate for Director)
Hiroshi Abe possesses abundant experience and broad insight gained primarily by overseeing
operations in the IT and system fields, mainly while working for the Group. Accordingly, theCompany deems that he is an appropriate person for promoting further improvement in the Group’s
corporate value going forward, and has nominated him as a candidate for Director.
December 1995

3

*4

Number oftheCompany
shares held

7

No.

Name
(Date of birth)

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

Joined the Company
General Manager, Accounting
Department, Administration Division of
Don Quijote Shared Services Co., Ltd.
Vice-Division Director, Administration
July 2015
Yuji Ishii
Division of Don Quijote Shared
0 shares(August 17, 1972)
Services Co., Ltd.
Director of Don Quijote Holdings RetailManagement Co., Ltd. (current position)
Division Director of Administration
July 2016
Division of Don Quijote Shared
Services Co., Ltd. (current position)(Reasons for nomination as candidate for Director)
Yuji Ishii possesses abundant experience and broad insight in relation to accounting, tax practices andcorporate planning gained primarily by overseeing the accounting and finance division, mainly whileworking for the Group. Accordingly, the Company deems that he is an appropriate person for
promoting further improvement in the Group’s corporate value going forward, and has nominatedhim as a candidate for Director.
Joined the Company
June 1999
Executive Officer of Don Quijote Co.,
December 2013
Ltd.
President and Representative Director of
December 2014
Nagasakiya Co., Ltd. (current position)
Nobuharu Ohashi
Director of Don Quijote Holdings Retail
July 2015
400 shares(August 6, 1974)
Management Co., Ltd. (current position)
President and Representative Director of
April 2017
Daishin Corporation (current position)
Division Director of Nagasakiya MEGA
Sales and Market Division ofNagasakiya Co., Ltd. (current position)(Reasons for nomination as candidate for Director)
Nobuharu Ohashi possesses abundant experience and a performance record primarily in relation to
store operation and the development of new business categories, gained mainly in the Group’s retail
division. Accordingly, the Company deems that he is an appropriate person for promoting further
improvement in the Group’s corporate value going forward, and has nominated him as a candidate for
Director.
Joined the Company
March 2000
Executive Officer of Don Quijote Co.,
December 2013
Ltd.
Director of Don Quijote Holdings Retail
July 2015
Kosuke Suzuki
Management Co., Ltd. (current position) 3,600 shares(September 30, 1976)
Division Director of NewMEGA Don
April 2017
Quijote East Japan Sales and Market
Division of Don Quijote Co., Ltd.
(current position)(Reasons for nomination as candidate for Director)
Kosuke Suzuki possesses abundant experience and a performance record primarily in relation to store
operation and merchandise procurement, gained mainly in the Group’s retail division. Accordingly,
the Company deems that he is an appropriate person for promoting further improvement in theGroup’s corporate value going forward, and has nominated him as a candidate for Director.
September 2008
January 2013

*5

*6

*7

Number oftheCompany
shares held

8

No.

Name
(Date of birth)

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

Number oftheCompany
shares held

Joined the Company
Executive Officer of Don Quijote Co.,Ltd.
Takeshi Nishii
Director of Don Quijote Holdings Retail
July 2015
0 shares(September 11, 1975)
Management Co., Ltd. (current position)
Division Director of Sales Support
April 2017
Division of Don Quijote Co., Ltd.
(current position)(Reasons for nomination as candidate for Director)
Takeshi Nishii possesses abundant experience and a performance record primarily in relation to store
operation and analysis of sales numbers, gained mainly in the Group’s retail division. Accordingly,
the Company deems that he is an appropriate person for promoting further improvement in theGroup’s corporate value going forward, and has nominated him as a candidate for Director.
Joined the Company
March 1999
Vice-President and Director of Japan
December 2013
Commercial Establishment Co., Ltd.
President and Representative Director of
July 2014
Japan Commercial Establishment Co.,
Ltd. (current position)
Takeshi Haga
Director of Don Quijote Holdings Retail
July 2015
600 shares(February 3, 1976)
Management Co., Ltd. (current position)
General Manager, Store Development
March 2016
Department of Don Quijote Shared
Services Co., Ltd. (current position)
President and Representative Director of
May 2016
Pan Pacific Foods Co., Ltd. (current
position)(Reasons for nomination as candidate for Director)
Takeshi Haga possesses abundant experience and a performance record primarily in relation to store
operation, property development, and the tenant leasing business, gained mainly while working for
the Group. Accordingly, the Company deems that he is an appropriate person for promoting further
improvement in the Group’s corporate value going forward, and has nominated him as a candidate for
Director.
Joined the Company
October 1997
Executive Officer of Don Quijote Co.,
December 2013
Ltd.
Tetsuji Maruyama
Director of Don Quijote Holdings Retail
July 2015
0 shares(April 11, 1973)
Management Co., Ltd. (current position)
Division Director of Store Management
April 2017
Support Division of Don Quijote Co.,
Ltd. (current position)(Reasons for nomination as candidate for Director)
Tetsuji Maruyama possesses abundant experience and a performance record primarily in relation to
store operation and improving the efficiency of store operations, gained mainly in the Group’s retail
division. Accordingly, the Company deems that he is an appropriate person for promoting further
improvement in the Group’s corporate value going forward, and has nominated him as a candidate for
Director.
August 1998
December 2013

*8

*9

*10

(Notes) 1. Person marked with an asterisk is a candidate for new Audit and Supervisory Board Member.
2. There is no special interest between the candidates and the Company.

9Proposal No. 4: Election of One (1) Director who Is an Audit and Supervisory Committee
Member
The Company proposes the election of one (1) Director who is an Audit and Supervisory
Committee Member, increasing the number of Directors who are Audit and Supervisory
Committee Members by one (1) to strengthen the audit system.
As for this proposal, the Audit and Supervisory Committee of the Company has already given
their consent to this proposal.
The candidate for Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

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

Number oftheCompany
shares held

Graduated from the Faculty of
Economics, The University of Tokyo
Earned a master’s degree from the
March 1997
Faculty of Economics, The University ofTokyo
Obtained scores for doctorate degree andMarch 2000
resigned from Graduate School of
Economics, The University of Tokyo
Assistant Professor, Faculty ofJumpei Nishitani
April 2000
0 sharesManagement and Economics, Aomori(December 2, 1971)
Public University
Associate Professor, College of Business
April 2005
Administration, Ritsumeikan University
Visiting Fellow, The University ofAugust 2009
British Columbia
Professor, College of Business
April 2015
Administration, Ritsumeikan University(current position)(Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member)
Although Jumpei Nishitani has not been directly involved in company management, he was selected as a
candidate for Outside Director of the Company based on the judgment that, using his high level of expertise andbroad experience in relation to accounting and economics gained as a professor at a university’s College ofBusiness Administration, he is able to appropriately execute the duties of a Director who is an Audit andSupervisory Committee Member.
March 1995

(Notes) 1. Mr. Jumpei Nishitani is a new candidate.
2. There is no special interest between the candidate and the Company.
3. Mr. Jumpei Nishitani is a candidate for Outside Director of the Company.
4. Mr. Jumpei Nishitani fulfills the criteria of independent officer stipulated by the Tokyo Stock
Exchange, and the Company intends to register Mr. Nishitani as an independent officer if he iselected.

10

Proposal No. 5: Revision of Amount of Remuneration for Directors (Excluding Directors Who
Are Audit and Supervisory Committee Members)
Remuneration paid to the Company’s Directors (excluding Directors who are Audit andSupervisory Committee Members) in the amount of 400 million yen or less per year (notincluding their remuneration as employees) was approved by the 36th Ordinary General Meetingof Shareholders held on September 28, 2016 and has remained at that amount to the present.
However, in order to further enhance its management system in line with the expansion of its
business fields, the Company proposes the revision of the amount of remuneration to 600 million
yen or less per year by taking into account the increase in maximum number of Directors(excluding Directors who are Audit and Supervisory Committee Members) from ten (10) or lessto twenty (20) or less, on the condition that the Proposal No. 2 “Partial Amendments to the
Articles of Incorporation” is approved and adopted as proposed.
The amount of remuneration does not include the portion for employee salaries paid to those
Directors who also serve as employees as before.
The Company currently has three (3) Directors (excluding Directors who are Audit andSupervisory Committee Members) (including zero (0) Outside Directors). If Proposal No. 3“Election of Ten (10) Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)” is approved and adopted as proposed, the number of Directors (excluding Directors
who are Audit and Supervisory Committee Members) related to this proposal will be ten (10)(including zero (0) Outside Directors).
As for this proposal, the Audit and Supervisory Committee of the Company has expressed nosignificant opinion.

11

Proposal No. 6: Revision of Amount of Remuneration Related to Share Acquisition Rights
Issued as Share-Based Compensation Stock Options for Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members)
The 36th Ordinary General Meeting of Shareholders, held on September 28, 2016, resolved to set
a remuneration related to share-based compensation stock options for Directors (excluding
Directors who are Audit and Supervisory Committee Members; applicable to the rest of this
proposal) of the Company at 100 million yen or less per year, separately from the amount ofannual remuneration, as share-based compensation stock options for Directors excluding Outside
Directors. However, taking into consideration the increase in number of Directors excluding
Outside Directors by seven (7) if the Proposal No. 3 “Election of Ten (10) Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members)” is approved and adopted in its
original form, as well as the expansion of its business fields, the Company proposes the revisionof the amount of remuneration related to share-based compensation stock options for Directors
excluding Outside Directors to 400 million yen or less per year, separately from the amount of
remuneration in Proposal No. 5.
In accordance with the revision of the amount of remuneration, the details of share acquisitionrights to be allotted as share-based compensation stock options for Directors shall be determined
as follows.
The Company shall determine the number of share acquisition rights to be granted to each director
at a meeting of the Board of Directors in view of the operating results of the Company and otherfactors.
As for this proposal, the Audit and Supervisory Committee of the Company has expressed nosignificant opinion.
(1) Number of share acquisition rights
800 shall be the maximum number of share acquisition rights to be issued per year counted
from the day of the General Meeting of Shareholders for the relevant fiscal year.
(2) Number and type of shares issued for the object of share acquisition rights
80,000 shall be the maximum number of shares issued per year for the object of shareacquisition rights, counted from the day of the General Meeting of Shareholders for the
relevant fiscal year. The type of shares issued for the object of share acquisition rights shallbe common share, and the number of shares issued for the object of share acquisition right(hereinafter referred to as the “Number of Granted Shares”) shall be 100 per one (1) shareacquisition right. The Company shall be permitted to make necessary adjustments ifchanges in the Number of Granted Shares are appropriate due to common share splits(including common share allotment without contribution; applicable to the rest of this
proposal) or common share consolidation carried out by the Company.
(3) Amount paid in exchange for share acquisition rights
The amount paid for share acquisition rights shall be the assessed fair value of the shareacquisition rights calculated using the Black-Scholes model on the day of the option grant.
However, the remuneration to those being granted these share acquisition rights shall betreated as the cash payment of an amount equivalent to the assessed fair value of the shareacquisition rights. The debt from payment of said share acquisition rights shall offset theright to remuneration.

12

(4) Price of property invested when share acquisition rights are exercised
The price of property invested when each share acquisition right is exercised shall be theamount paid for one (1) share (hereinafter referred to as the “Exercise Price”) receivable
when a share acquisition right is exercised, multiplied by the Number of Granted Shares.
The Exercise Price shall be one (1) yen.
The Company shall be permitted to make necessary adjustments if changes in the Exercise
Price are appropriate due to common share splits or common share consolidation carried out
by the Company.
(5) The period when share acquisition rights can be exercisedThis shall be a period determined by the Board of Directors, within 30 years of the day
options are granted.
(6) Restrictions on acquiring transferred share acquisition rights
Approval by the Board of Directors shall be required to acquire transferred share acquisitionrights.
(7) Criteria for exercising share acquisition rights
1) Individuals with share acquisition rights shall be able to exercise their share acquisitionrights in one batch for a period of ten (10) days after the day the individual ceases beinga Director of the Company, within the period stipulated in provision (5) above.
2) Other criteria for exercising share acquisition rights shall be determined by resolution by
the Board of Directors.
(8) Other matters concerning the subscription requirements of share acquisition rights
Other matters concerning the details, etc. of share acquisition rights shall be stipulated by
Board of Directors, which decides the subscription requirements of share acquisition rights.

13