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 9, 2015

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 35th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 35th 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 24 (Thursday),2015 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 25 (Friday), 2015, 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 35th Fiscal Term (July 1, 2014 to June 30, 2015)
2.
The Non-Consolidated Financial Statements for the 35th Fiscal Term (July 1, 2014 toJune 30, 2015)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of One (1) Director
Proposal No. 3:
Election of Two (2) Audit and Supervisory Board Members

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-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
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 ourWebsite at http://www.donki-hd.co.jp/ir/ (in Japanese only).

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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 35th 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: 30 yen per common share of the Company
Total amount: 2,368,747,080 yen(3)Effective date of dividend payment
September 28, 2015
(Note)

Although the Company conducted a 1:2 stock split with an effective date of July 1, 2015,
the above year-end dividend was conducted for the number of shares existing on June 30,2015.

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Proposal No. 2: Election of One (1) DirectorThe Company proposes that shareholders elect one (1) Director, increasing its number by one (1)Director in order to further enhance the management team and strengthen governance. The termof office of the newly elected Director is to expire on the same date as those of the currently
serving Directors, pursuant to the provisions of the Company’s Articles of Incorporation.
The candidate for Director is as follows:Name(Date of birth)

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

Number ofthe Company
shares held

Graduated from Keio University School ofMedicine
November 1995 Professor of Keio University (Department ofObstetrics and Gynecology, School ofMedicine)
November 2010 President of Japan Society for Reproductive
Medicine
Outside Director of ASKA Pharmaceutical.
June 2011
Co., Ltd. (current position)
President of Japan Society of Gynecologic andAugust 2011
Obstetric Endoscopy and Minimally Invasive
Therapy
Established Yoshimura Bioethics Institute
October 2012
Chairman of Yoshimura Bioethics Institute(current position)
Special Advisor to the Cabinet (in charge ofMarch 2013
measures to counter the declining birthrate andsupport for child-raising) (current position)
November 2013 Outside Audit and Supervisory Board Memberof the Company (current position)
Professor Emeritus of Keio University
April 2014
(Department of Obstetrics and Gynecology)(current position)
Honorary Director of SHIN-YURIGAOKA
General Hospital (current position)

0 shareMarch 1975

Yasunori Yoshimura(January 26, 1949)(Notes) 1. Mr. Yasunori Yoshimura is a candidate for new Director.
2. There is no special interest between the candidate and the Company.
3. Mr. Yasunori Yoshimura is the candidate for Outside Director of the Company.
4. Although Mr. Yasunori Yoshimura 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 hisexperience in important positions such as Special Advisor to the Cabinet and presidents of various
societies and the like.
5. Mr. Yasunori Yoshimura is currently serving as Outside Audit and Supervisory Board Member ofthe Company, and his term as Audit and Supervisory Board Member shall be one (1) year and ten(10) months at the conclusion of this Ordinary General Meeting of Shareholders.

4Proposal No. 3: Election of Two (2) Audit and Supervisory Board Members
The term of office of Audit and Supervisory Board Member, Mr. Yoshihiro Hongo is to expire at
the conclusion of this Ordinary General Meeting of Shareholders. In addition, Audit andSupervisory Board Member, Mr. Yasunori Yoshimura is to resign at the conclusion of thisOrdinary General Meeting of Shareholders. Accordingly, the Company proposes that shareholders
elect two (2) Audit and Supervisory Board Members.
The Company has obtained the consent of the Audit and Supervisory Board on this proposal.
The candidates for Audit and Supervisory Board Members are as follows:No.

Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions)
Joined Hinode Co., Ltd. (currently Doit Co.,Ltd.)
Department Manager of Information System
February 2007
Department of Doit Co., Ltd.
April 2009
Transferred to the Company
Acting Department Manager of Information
July 2009
System Department, Information andCommunication Technology Division of theCompany
Transferred to Don Quijote Shared Services
July 2012
Co., Ltd.
Acting Department Manager of Information
System Department, Information andCommunication Technology Division of Don
Quijote Shared Services Co., Ltd. (currentposition)
Joined Showa & Co. (currently Ernst & YoungApril 1972
ShinNihon LLC)
Registered as a certified public accountant
March 1975
Registered as a tax accountant
May 1975
Established Hongo Certified Public
January 1977
Accountant Firm
Outside Statutory Auditor of e-System
October 2000
corporation
Representative Partner and Chairman ofApril 2002
Hongo Tsuji Certified Public Accountant’s
Corporation (current position)
September 2002 Outside Statutory Auditor of MOC
Corporation
December 2002 Outside Statutory Auditor of Asia Air Survey
Co., Ltd.
Outside Auditor of The Tokyo Tomin Bank,
June 2006
Limited
September 2007 Outside Audit and Supervisory Board Memberof the Company (current position)
Auditing Officer of UT Holdings Co., Ltd.
June 2009
Independent Auditor of Fidec Corporation
June 2011(currently Accretive Co., Ltd.)

Number ofthe Company
shares held

April 1979*1

Shoji Wada
(March 4, 1953)

2

Yoshihiro Hongo(April 11, 1945)

0 share0 share(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.
3. Mr. Yoshihiro Hongo is a candidate for Outside Audit and Supervisory Board Member of theCompany.
4. Mr. Yoshihiro Hongo is currently serving as Outside Audit and Supervisory Board Member of theCompany, and his term as Audit and Supervisory Board Member shall be eight (8) years at the5conclusion of this Ordinary General Meeting of Shareholders.
5. Mr. Yoshihiro Hongo was selected as a candidate for Outside Audit and Supervisory Board
Member of the Company based on the judgment that he is able to appropriately execute the dutiesof that position, being a talent with a high level of expertise regarding corporate accounting and tax
affairs as a certified public accountant and a tax accountant.

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