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, 2018

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 38th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 38th 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 exercise your voting rights by 6:00 p.m. September 25 (Tuesday), 2018.
1.

Date and Time:

September 26 (Wednesday), 2018, 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 38th Fiscal Term (July 1, 2017 to June 30, 2018)
2.
The Non-Consolidated Financial Statements for the 38th Fiscal Term (July 1, 2017 toJune 30, 2018)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Eight (8) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 3:
Election of Four (4) 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 the1contents 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 38th 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: 27 yen per common share of the Company
Total amount: 4,271,090,229 yen(3)

Effective date of dividend payment
September 27, 20183

Proposal No. 2: Election of Eight (8) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
The terms of office of all ten (10) 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 eight (8) Directors.
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:

4

No.

Name
(Date of birth)

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

Joined the Company
Director and General Manager of 2nd
Sales Headquarters of the Company
President and Representative Director ofJanuary 2005
Donkicom Co., Ltd. (currently REALIT
Co., Ltd.)
Resigned from the position of Director
April 2007of the Company
President and Representative Director of
April 2009
PAW Creation Co., Ltd. (currently Japan
Commercial Establishment Co., Ltd.)
September 2009 Director and CIO of the Company
Director of Doit Co., Ltd.
June 2012
President and Representative Director of
July 2012
Don Quijote Shared Services Co., Ltd.
September 2012 Director of Nagasakiya Co., Ltd.
(current position)
Senior Vice President, Director andApril 2013
50,400
Koji Oohara
COO of theshares(August 23, 1963)
Company
Senior Vice President, Representative
November 2013
Director and COO of the Company
President and Representative Director of
December 2013
Don Quijote Co., Ltd. (current position)
President, Representative Director andJuly 2014
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
July 2015(current position)
President and Representative Director of
Don Quijote Holdings RetailManagement Co., Ltd.
President and Representative Director of
April 2017
Doit Co., Ltd. (current position)(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.
February 1993
September 1995

1

Number oftheCompany
shares held

5

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
Senior Managing Director of theNovember 2013
Company
Naoki Yoshida
200 shares
Member of the Board of Directors ofDecember
2013(December 7, 1964)
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
Outside Director of Accretive Co., Ltd.
June 2017(current position)
Audit & Supervisory Board Member ofNovember 2017
UNY Co., Ltd. (current position)
Senior Managing Director and CAO
January 2018
(Representative Director) of theCompany (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 CAO (Representative Director) of the Company. In addition, he possesses
abundant experience and broad 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.
December 1995

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 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
General Manager of Corporation
February 2000
Management and Strategic Headquartersof 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
Director of Nagasakiya Co., Ltd.
November 2007
(current position)
14,000Mitsuo Takahashi
Senior Managing Director, CFO and
December 2010
shares(March 10, 1955)
CCO of the Company
Senior Managing Director and CFO of
July 2012
the Company (current position)
General Manager of Corporate
Communications Headquarters 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

3

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
Manager of Information System
Division, Operation Management
Headquarters of the Company
September 2011 Director of REALIT Co., Ltd.
Senior Vice President and Director ofJune 2012REALIT Co., Ltd.
President and Representative Director of
July 2014REALIT Co., Ltd. (current position)
Director of Don Quijote Holdings Retail
July 2015
Management Co., Ltd.
Hiroshi Abe
Director of Don Quijote Shared Services
1,000 shares(February 22, 1975)
Co., Ltd.
General Manager of Operation
Management Headquarters of Don
Quijote Shared Services Co., Ltd.
(current position)
September 2017 Director of the Company (current
position)
Director of UNY Co., Ltd. (current
November 2017
position)
Representative Director of Don Quijote
February 2018
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 continued to nominate him as a candidate for Director.
December 2003
June 2009

4

Number oftheCompany
shares held

8

No.

Name
(Date of birth)

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

Joined the Company
Manager, Financial Accounting
Division, Administration Headquartersof Don Quijote Shared Services Co.,Ltd.
Deputy General Manager,
July 2015
Administration Headquarters of Don
Quijote Shared Services Co., Ltd.
Director of Don Quijote Holdings RetailManagement Co., Ltd.
General Manager of Administration
July 2016
Yuji Ishii
300 shares
Headquarters of Don Quijote Shared(August 17, 1972)
Services Co., Ltd. (current position)
September 2017 Director of the Company (current
position)
Director of Don Quijote Shared Services
Co., Ltd.
General Manager of General Accounting
October 2017
Headquarters of Don Quijote Shared
Services Co., Ltd. (current position)
Representative Director of Don Quijote
February 2018
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 continued tonominate him as a candidate for Director.
Joined the Company
August 1998
Executive Officer of Don Quijote Co.,
December 2013
Ltd.
Director of Don Quijote Holdings Retail
July 2015
Management Co., Ltd.
General Manager of Sales Support
April 2017
Takeshi Nishii
Headquarters of Don Quijote Co., Ltd.
200 shares(September 11, 1975)(current position)
September 2017 Director of the Company (current
position)
Director of UNY Co., Ltd. (current
November 2017
position)
Outside Director of Kanemi Co., Ltd.
June 2018(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 continued to nominate him as a candidate for
Director.
September 2008
January 2013

5

6

Number oftheCompany
shares held

9

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
Senior Vice President and Director ofJapan Commercial Establishment Co.,Ltd.
President and Representative Director of
July 2014
Japan Commercial Establishment Co.,
Ltd. (current position)
Director of Don Quijote Holdings Retail
July 2015
Management Co., Ltd.
Manager, Store Development Division
March 2016
Takeshi Haga
1,591 sharesof Don Quijote Shared Services Co.,
(February 3, 1976)
Ltd. (current position)
President and Representative Director of
May 2016
Pan Pacific Foods Co., Ltd. (current
position)
September 2017 Director of the Company (current
position)
Director of Don Quijote Shared Services
Co., Ltd. (current position)
Director of UNY Co., Ltd. (current
November 2017
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 continued to nominate him as a
candidate for Director.
Joined the Company
October 1997
Executive Officer of Don Quijote Co.,
December 2013
Ltd.
Director of Don Quijote Holdings Retail
July 2015
Management Co., Ltd.
General Manager of Store Management
April 2017
Support Headquarters of Don Quijote
Co., Ltd. (current position)
Tetsuji Maruyama
September 2017 Director of the Company (current
300 shares(April 11, 1973)
position)
March 1999
December 2013

7

November 20178

Audit & Supervisory Board Member of
UNY Co., Ltd. (current position)
Audit & Supervisory Board Member of
UD Retail CO., LTD. (current position)

General Manager of Human Resources
Strategy Headquarters 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 continued to nominate him as a
candidate for Director.
March 2018

(Note)

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

10Proposal No. 3: Election of Four (4) Directors Who Are Audit and Supervisory Committee
Members
At the conclusion of this meeting, the terms of office of four (4) of five (5) Directors who are
Audit and Supervisory Committee Members, namely Shoji Wada, Yukihiko Inoue, Yasunori
Yoshimura and Tomiaki Fukuda, will expire.
Accordingly, the Company proposes the election of four (4) Directors who are Audit andSupervisory Committee Members.
As for this proposal, the Audit and Supervisory Committee of the Company has already given
their consent to this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
No.

Name
(Date of birth)

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

Joined Hinode Co., Ltd. (currently DoitCo., Ltd.)Manager of Information System
February 2007
Division of Doit Co., Ltd.
Transferred to the Company
April 2009
Acting Manager of Information System
July 2009
Division, Operation Management
Headquarters of the Company
Transferred to Don Quijote Shared
July 2012
Shoji Wada
0 sharesServices Co., Ltd.
(March 4, 1953)
Acting Manager of Information System
Division, Operation Management
Headquarters of Don Quijote Shared
Services Co., Ltd.
September 2015 Standing Audit and Supervisory Board
Member of the Company
September 2016 Director [Standing Audit andSupervisory Committee Member] of theCompany (current position)(Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee
Member)Shoji Wada possesses abundant experience and broad knowledge gained primarily through his service
in important positions in the Group, particularly in the system field. The Company has judged thatthrough making use of such experience and knowledge, he will appropriately carry out his duties as
an Audit and Supervisory Committee Member of the Company, and again nominates him as a
candidate for Director who is an Audit and Supervisory Committee Member.
April 1979

1

Number oftheCompany
shares held

11

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)Superintendent-General of theMetropolitan Police Department
September 2003 Chairperson of the board of directors ofJapan Guide Dog Association (current
position)
Outside Corporate Auditor of TOKO
June 2006
ELECTRICAL CONSTRUCTION CO.,LTD. (current position)
Outside Director of ASAHI
KOGYOSHA CO., LTD. (current
position)
September 2009 Audit and Supervisory Board Memberof the Company
Yukihiko Inoue
0 shares
Chairman of Public Interest
March 2011
(November 4, 1937)
Incorporated Foundation, Aikido
Yoshinkai (current position)
Outside Statutory Auditor of All Nippon
June 2011
Security Co., Ltd. (current position)
Standing Audit and Supervisory Board
June 2012
Member of the Company
September 2014 Outside Director of the Company
September 2016 Outside Director [Audit and Supervisory
Committee Member] of the Company(current position)
Outside Director of Anicom Holdings,
June 2018
Inc. (current position)(Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory
Committee Member)
Although Yukihiko Inoue has not been directly involved in corporate management other than having
served as an outside officer, the Company has judged that through making use of his experience fromhaving served in such important positions as Superintendent-General of the Metropolitan Police
Department, he will appropriately carry out his duties as an Audit and Supervisory Committee
Member of the Company from an objective standpoint, and again nominates him as a candidate for
Outside Director who is an Audit and Supervisory Committee Member.
September 1994

2

Number oftheCompany
shares held

12

No.

Name
(Date of birth)

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

Graduated from Keio University Schoolof Medicine
Professor of Keio University
November 1995
(Department of Obstetrics andGynecology, School of Medicine)
President of Japan Society for
November 2010
Reproductive Medicine
Outside Director of ASKA
June 2011
Pharmaceutical Co., Ltd. (current
position)
President of Japan Society ofAugust 2011
Gynecologic and Obstetric Endoscopy
and Minimally Invasive Therapy
Established YOSHIMURA BIOETHIC
October 2012
INSTITUTE
Chairman of YOSHIMURA BIOETHIC
Yasunori Yoshimura
INSTITUTE (current position)
0 shares(January 26, 1949)
Special Advisor to the Cabinet (inMarch 2013
charge of measures to counter the
declining birthrate and support forchild-raising) (current position)
Outside Audit and Supervisory Board
November 2013
Member of the Company
Professor Emeritus of Keio University
April 2014
(Department of Obstetrics andGynecology) (current position)
Honorary Director of
SHIN-YURIGAOKA General Hospital(current position)
September 2015 Outside Director of the Company
September 2016 Outside Director [Audit and Supervisory
Committee Member] of the Company(current position)(Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory
Committee Member)
Although Yasunori Yoshimura has not been directly involved in corporate management other thanhaving served as an outside officer, the Company has judged that through making use of his
experience from having served in such important positions as Special Advisor to the Cabinet,
Professor at a university, and President of various learned societies, he will appropriately carry out his
duties as an Audit and Supervisory Committee Member of the Company from an objective
standpoint, and again nominates him as a candidate for Outside Director who is an Audit andSupervisory Committee Member.
March 1975

3

Number oftheCompany
shares held

13

No.

Name
(Date of birth)

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

Number oftheCompany
shares held

President and Representative Director of
Unimat Corporation (currently Japan
Beverage Holdings Inc.)
President and Representative Director of
April 1996
U.H.I. SYSTEMS K.K.
Vice-president of Fédération
November 2002
Internationale des Luttes Associées(currently United World Wrestling)
President of Japan Wrestling Federation
April 2003
(current position)
General Manager of the JapaneseAugust 2004
Delegation for Athens Olympic Games
Chef de Mission of the JapaneseAugust 2008
Delegation for Beijing Olympic Games
Vice President of Japanese Olympic
April 2009
Committee
Tomiaki Fukuda
0 shares(December 19, 1941) September 2010 Standing Audit and Supervisory Board
Member of the Company
Outside Audit and Supervisory Board
June 2012
Member of the Company
Honorary member of Japanese Olympic
June 2013
Committee (current position)Councillor of the Tokyo Organising
January 2014
Committee of the Olympic andParalympic Games (current position)
September 2014 Honorary Vice-president of Fédération
Internationale des Luttes Associées(currently United World Wrestling)(current position)
September 2016 Outside Director [Audit and Supervisory
Committee Member] of the Company(current position)(Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory
Committee Member)
Tomiaki Fukuda has served in such important positions as President of Japan Wrestling Federation.
The Company has judged through making use of this experience, he will appropriately carry out his
duties as an Audit and Supervisory Committee Member of the Company from an objective
standpoint, and again nominates him as a candidate for Outside Director who is an Audit andSupervisory Committee Member.
April 1994

4

(Notes) 1. Mr. Tomiaki Fukuda, candidate for Director who is an Audit and Supervisory Committee Member
is President of Japan Wrestling Federation. The Company is paying financial sponsorship towrestling tournaments, etc. that are operated by the said federation. The Company empathizes withthe said federation’s philosophy and provides support as part of its CSR activities. This support iscarried out to promote the sound development of youths through sports and as part of theCompany’s contributions to society in preparation for the 2020 Tokyo Olympic and Paralympic
Games. Furthermore, the amount of this payment is approximately 13 million yen per year (lessthan 0.01% of the consolidated net sales and selling, general and administrative expenses of theCompany), and the Company believes that Mr. Fukuda has sufficient independence from theCompany as an Outside Director. There is no special interest between each of the other candidates
and the Company.
2. Mr. Yukihiko Inoue, Mr. Yasunori Yoshimura, and Mr. Tomiaki Fukuda are candidates for Outside
Director of the Company.
3. Mr. Yukihiko Inoue is currently Outside Director of the Company, and his term in this position at
the conclusion of this General Meeting of Shareholders will be four (4) years. Before serving as
Outside Director, he served a term of five (5) years in the position of Outside Audit and14Supervisory Board Member. Likewise, Mr. Yasunori Yoshimura is currently Outside Director of theCompany, and his term in this position at the conclusion of this General Meeting of Shareholders
will be three (3) years. Before serving as Outside Director, he served a term of one (1) year and ten(10) months in the position of Outside Audit and Supervisory Board Member. Mr. Tomiaki Fukuda
is also currently Outside Director of the Company, and his term in this position at the conclusion ofthis General Meeting of Shareholders will be two (2) years. Before serving as Outside Director, heserved a term of six (6) years as Outside Audit and Supervisory Board Member.
4. The Company has reported to the Tokyo Stock Exchange that Mr. Yukihiko Inoue, Mr. Yasunori
Yoshimura and Mr. Tomiaki Fukuda have been appointed as independent officers as stipulated by
the said exchange. The Company plans to continue to report their independent-officer statuses tothe said exchange should their reelection be approved.

15