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 9, 2016

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 36th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 36th 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 27 (Tuesday),2016 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 28 (Wednesday), 2016, 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 36th Fiscal Term (July 1, 2015 to June 30, 2016)
2.
The Non-Consolidated Financial Statements for the 36th Fiscal Term (July 1, 2015 toJune 30, 2016)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Partial Amendments to the Articles of Incorporation
Election of Three (3) Directors (Excluding Directors Who Are Audit
Proposal No. 3:
and Supervisory Committee Members)
Election of Four (4) Directors Who Are Audit and Supervisory
Proposal No. 4:
Committee Members
Establishment of Amount of Remuneration for Directors (Excluding
Proposal No. 5:
Directors Who Are Audit and Supervisory Committee Members)
Establishment of Amount of Remuneration for Directors Who Are
Proposal No. 6:
Audit and Supervisory Committee Members
1

Proposal No. 7:

Establishment of Amount of Remuneration Related to Share
Acquisition Rights Issued as Share-Based Compensation Stock
Options for Directors (Excluding Directors Who Are Audit andSupervisory 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
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-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 36th 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: 17 yen per common share of the Company
Total amount: 2,687,929,959 yen(3)

Effective date of dividend payment
September 29, 2016

3

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reason for the Proposal(1) On May 1, 2015, the “Act for Partial Revision of the Companies Act” (Act No. 90 of 2014)
took effect and a company with audit and supervisory committee structure was established
as a new organizational structure. The Company decided to transition to a company withaudit and supervisory committee from the viewpoint of further strengthening corporate
governance, and in order to do so, the Company intends to make the following amendments
to the Articles of Incorporation: new establishment of provisions relating to the Audit andSupervisory Committee and Audit and Supervisory Committee Members and deletions ofprovisions, etc. relating to the Audit and Supervisory Board and Audit and Supervisory
Board Members.
(2) According to the revision of the Companies Act, the scope of officers, etc. with whom theCompany can enter into limited liability agreements changed. Thus, to make it possible for
the Company to enter into limited liability agreements with Directors who do not executebusiness, and in order to ensure such Directors can adequately perform the roles expectedof them, the Company intends to make amendments to the Articles of Incorporation. The
Company has obtained agreement from each Audit and Supervisory Board Member
regarding these changes.
(3) The Company also intends to make the necessary changes such as the renumbering of other
Articles made necessary by the addition and deletion of Articles.
These amendments to the Articles of Incorporation can only take effect at the conclusion of thisOrdinary General Meeting of Shareholders.
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 1

General Provisions

Chapter 1

General Provisions

Article 1 to Article 3 (Omitted)

Article 1 to Article 3 (Same as at present)(Governing Bodies)(Governing Bodies)

Article 4 In addition to the General Meeting of
Shareholders and the Board of Directors,
the Company shall have the following
governing bodies:(1) Board of Directors(2) Audit and Supervisory Board Members(3) Audit and Supervisory Board(4) Accounting Auditors

Article 4 In addition to the General Meeting of
Shareholders and the Board of Directors,
the Company shall have the following
governing bodies:(1) Board of Directors(2) Audit and Supervisory Committee(Deleted)(3) Accounting Auditors

Article 5 to Article 19

Article 5 to Article 19

Chapter 4(Omitted)

Directors and Board of Directors

Chapter 4(Same as at present)

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

Article 20 The number of Directors 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 ten (10) or less.
4Current Articles of Incorporation

Proposed Amendments(New establishment)

2. The number of Directors who are Audit andSupervisory Committee Members of theCompany shall be seven (7) or less.

(Election)(Election)

Article 21 Directors shall be elected by resolution of
the General Meeting of Shareholders.

Article 21 Directors shall be elected by resolution of
the General Meeting of Shareholders;provided, however, that a Director who is
an Audit and Supervisory Committee
Member shall be elected under a separate
category to the other Directors.

2. (Omitted)

2. (Same as at present)

3. (Omitted)

3. (Same as at present)(Term of Office)(Term of Office)

Article 22 The term of office of a Director shall expire
at the conclusion of the Ordinary General
Meeting of Shareholders for the latest
business year ending within two (2) years
from his or her election to office.

Article 22 The term of office of a Director (excludinga Director who is an Audit and Supervisory
Committee Member) shall expire at theconclusion of the Ordinary General
Meeting of Shareholders for the latest
business year ending within one (1) year
from his or her election to office.

(New establishment)

2. The term of office of a Director who is an
Audit and Supervisory Committee Member
shall expire at the conclusion of theOrdinary General Meeting of Shareholders
for the latest business year ending within
two (2) years from his or her election to
office.

2. The term of office of a Director who is
elected due to an increase in the number of
Directors or to fill a vacancy of a Director
who retired from office before theexpiration of the term of office shallcontinue until the expiry of the term ofoffice of the other residing Directors.

3. The term of office of a Director (excludinga Director who is an Audit and Supervisory
Committee Member) who is elected due toan increase in the number of Directors or tofill a vacancy of a Director who retired
from office before the expiration of theterm of office shall continue until the
expiry of the term of office of the otherresiding Directors.

(New establishment)

4. The term of office of a Director who is an
Audit and Supervisory Committee Member
who is elected to fill a vacancy of a
Director who is an Audit and Supervisory
Committee Member who retired fromoffice before the expiration of the term ofoffice shall continue until the expiry of theterm of office of the retired Director who is
an Audit and Supervisory Committee
Member.

(Representative Directors)(Representative Directors)

Article 23 The Director who is to represent theCompany shall be appointed by the
resolution of the Board of Directors.

Article 23 The Director who is to represent theCompany shall be appointed from among
Directors (excluding Directors who are
Audit and Supervisory Committee
Members) by the resolution of the Board of
Directors.
5Current Articles of Incorporation
Article 24 to Article 25

Proposed Amendments(Omitted)

Article 24 to Article 25(Same as at present)(Notice of Convocation of the Board of Directors)(Notice of Convocation of the Board of Directors)

Article 26 Notice of convocation of the Board of
Directors shall be dispatched to each
Director and each Audit and Supervisory
Board Member no later than three (3) days
prior to the date of such meeting; provided,
however, that such period may be shortenedin case of emergency.

Article 26 Notice of convocation of the Board of
Directors shall be dispatched to each
Director no later than three (3) days prior to
the date of such meeting; provided,
however, that such period may be shortenedin case of emergency.

2. The Board of Directors may be convened
without following the calling procedures incase there is unanimous agreement among
all Directors and Audit and Supervisory
Board Members to that effect.

2. The Board of Directors may be convened
without following the calling procedures incase there is unanimous agreement among
all Directors to that effect.

(New establishment)(Delegation of Decisions on Execution of Important
Business)
Article 27 Pursuant with the provisions of Article399-13 Paragraph 6 of the Companies Act,
the Company may by resolution of theBoard of Directors delegate the entirety or
portion of decisions on the execution ofimportant business (excluding the matters
applicable to any item listed in Paragraph 5of the same Article) to a Director.

(Method of Resolution of the Board of Directors)
Article 27(Method of Resolution of the Board of Directors)(Omitted)

Article 28(Same as at present)

2. If a Director makes a proposal on any
agenda concerning the objectives ofresolution of the Board of Directors and all
members of the Board of Directors who
may participate in the voting for suchagenda indicated their agreement to that
proposal in writing or by electronic andmagnetic records, the Company shall deemthat such proposal is adopted by the
resolution of the Board of Directors.

2. If a Director makes a proposal on any
agenda concerning the objectives ofresolution of the Board of Directors and all
members of the Board of Directors who
may participate in the voting for suchagenda indicated their agreement to that
proposal in writing or by electronic andmagnetic records, the Company shall deemthat such proposal is adopted by the
resolution of the Board of Directors; unless,however, an Audit and Supervisory Board
Member objects.
(Minutes of the Board of Directors)(Minutes of the Board of Directors)

Article 28 Minutes shall be made, in which the gist of
the proceedings, results of the meeting of
the Board of Directors and other mattersprovided for under laws and regulations
shall be described or recorded and each
Director and Audit and Supervisory Board
Member who attended the meeting shallaffix his or her name and seal, or electricalsignature, to the minutes.

Article 29 Minutes shall be made, in which the gist of
the proceedings, results of the meeting of
the Board of Directors and other mattersprovided for under laws and regulation
shall be described or recorded and each
Director who attended the meeting shallaffix his or her name and seal, or electricalsignature, to the minutes.

Article 29

Article 30(Omitted)

6(Same as at present)Current Articles of Incorporation

Proposed Amendments(Remuneration, etc.)(Remuneration, etc.)

Article 30 The remuneration, bonuses and othermonetary benefit, which are given by theCompany as consideration for execution of
their duties (hereinafter, “Remuneration,etc.”) to Directors, shall be determined byresolution of the General Meeting of
Shareholders.

Article 31 The remuneration, bonuses and othermonetary benefit, which are given by theCompany as consideration for execution of
their duties (hereinafter, “Remuneration,etc.”) to Directors, shall be determined byresolution of the General Meeting of
Shareholders; provided, however, that the
Remuneration, etc. of Directors who are
Audit and Supervisory Committee
Members shall be determined by resolutionof the General Meeting of Shareholders thatis separate to the Remuneration etc. ofother Directors.

(Exemption from Liability for Directors)(Exemption from Liability for Directors)

Article 31

Article 32(Omitted)

2. The Company may, pursuant to theprovisions of Article 427, Paragraph 1 of
the Companies Act, enter into an agreementwith a Director (excluding a Director who
is an Audit and Supervisory Committee
Member, etc.) which limits his or her
liability for damages prescribed in Article
423, Paragraph 1 of said Act; provided,
however, that the maximum amount ofliability for damages under such an
agreement shall be the greater of either theamount of five million (5,000,000) yen or
more prescribed in advance, or the amountprescribed by laws and regulations.

2. The Company may, pursuant to theprovisions of Article 427, Paragraph 1 of
the Companies Act, enter into an agreementwith an Outside Director which limits hisor her liability for damages prescribed in
Article 423, Paragraph 1 of said Act;
provided, however, that the maximum
amount of liability for damages under suchan agreement shall be the greater of either
the amount of five million (5,000,000) yen
or more prescribed in advance, or theamount prescribed by laws and regulations.

Chapter 5(Same as at present)

Audit and Supervisory Board Members
and Audit and Supervisory Board(Deleted)(Number of Audit and Supervisory Board Members)(Deleted)

Article 32 The number of Audit and Supervisory
Board Members of the Company shall beseven (7) or less.
(Election)(Deleted)

Article 33 Audit and Supervisory Board Members
shall be elected by resolution of theGeneral Meeting of Shareholders.
2. The election of Audit and Supervisory
Board Members in the preceding item shallbe adopted by a majority vote of the voting
rights of the shareholders present at theGeneral Meeting of Shareholders where
shareholders having one-third or more of
the total voting rights of all shareholders
entitled to exercise voting rights shallattend.

7

Current Articles of Incorporation

Proposed Amendments(Term of Office)(Deleted)

Article 34 The term of office of an Audit andSupervisory Board Member shall expire at
the conclusion of the Ordinary General
Meeting of Shareholders for the latest
business year ending within four (4) years
from his or her election to office.
2. The term of office of an Audit andSupervisory Board Member who is elected
to fill a vacancy of an Audit andSupervisory Board Member who retired
from office before the expiration of theterm of office shall continue until the
expiry of the term of office of the retired
Audit and Supervisory Board Member.
(Standing Audit and Supervisory Board Members)(Deleted)

Article 35 The Audit and Supervisory Board shallelect Standing Audit and Supervisory
Board Members by its resolution.
(Notice of Convocation of the Audit and Supervisory
Board)(Deleted)

Article 36 Notice of convocation of the Audit andSupervisory Board shall be dispatched toeach Audit and Supervisory Board Member
no later than three (3) days prior to the dateof such meeting; provided, however, thatsuch period may be shortened in case of
emergency.
2. The Audit and Supervisory Board may be
convened without following the calling
procedures in case there is unanimous
agreement among all Audit andSupervisory Board Members to that effect.
(Deleted)(Method of Resolution of the Audit and Supervisory
Board)
Article 37 Resolutions of the Audit and Supervisory
Board shall be adopted by a majority voteof all Audit and Supervisory Board
Members, except for cases particularly
provided for under laws and regulations.
(Minutes of the Audit and Supervisory Board)(Deleted)

Article 38 Minutes shall be made, in which the gist of
the proceedings, results of the meeting of
the Audit and Supervisory Board and othermatters provided for under laws andregulations shall be described or recorded
and each Audit and Supervisory Board
Member who attended the meeting shallaffix his or her name and seal, or electricalsignature, to the minutes.

8Current Articles of Incorporation

Proposed Amendments(Rules for the Audit and Supervisory Board)(Deleted)

Article 39 In addition to laws or regulations or these
Articles of Incorporation, mattersconcerning the Audit and Supervisory
Board shall be governed by Rules for the
Audit and Supervisory Board established at
the Audit and Supervisory Board.
(Remuneration)(Deleted)

Article 40 The Remuneration, etc. of Audit andSupervisory Board Members shall be
determined by resolution of the General
Meeting of Shareholders.
(Exemption from Liability for Audit and Supervisory
Board Members)(Deleted)

Article 41 Pursuant to the provisions of Article 426,
Paragraph 1 of the Companies Act, theCompany may, by resolution of the Boardof Directors, exempt Audit and Supervisory
Board Members (including persons who
previously served as Audit and Supervisory
Board Members) from liability for damagesprescribed in Article 423, Paragraph 1 ofsaid Act, to the extent allowed byapplicable laws and regulations.
2. The Company may, pursuant to theprovisions of Article 427, Paragraph 1 of
the Companies Act, enter into an agreementwith an Outside Audit and Supervisory
Board Member which limits his or her
liability for damages prescribed in Article
423, Paragraph 1 of said Act; provided,
however, that the maximum amount ofliability for damages under such an
agreement shall be the amount prescribedby laws and regulations.
(New establishment)

Chapter 5(New establishment)

Audit and Supervisory Committee(Notice of Convocation of the Audit and Supervisory
Committee)
Article 33 Notice of convocation of the Audit andSupervisory Committee shall be dispatchedto each Audit and Supervisory Committee
Member no later than three (3) days prior to
the date of such meeting; provided,
however, that such period may be shortenedin case of emergency.
2. The Audit and Supervisory Committee may
be convened without following the calling
procedures in case there is unanimous
agreement among all Audit andSupervisory Committee Members to that
effect.

9Current Articles of Incorporation

Proposed Amendments(New establishment)(Rules for the Audit and Supervisory Committee)
Article 34 In addition to laws or regulations or these
Articles of Incorporation, mattersconcerning the Audit and Supervisory
Committee shall be governed by Rules for
the Audit and Supervisory Committee
established at the Audit and Supervisory
Committee.

Article 42 to Article 47(Omitted)

Article 35 to Article 40(Same as at present)

Supplementary Provisions(Transitional Measures Concerning Exemption from
Liability for Audit and Supervisory Board Members)
Pursuant to Article 426, Paragraph 1 of the Companies
Act, the Company may exempt, to the extent allowed
by applicable laws and regulations, Audit andSupervisory Board Members (including persons who
previously served as Audit and Supervisory Board
Members) from the liabilities for damages arising fromtheir failure to perform their duties prior to the taking
effect of partial amendment of the Articles ofIncorporation approved by resolution of the 36th
Ordinary General Meeting of Shareholders.
(Note) Some underlining does not coincide with the Japanese version because of translation adjustments.

10Proposal No. 3: Election of Three (3) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Subject to the approval and adoption of Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” in its original form, the Company will become a company with audit andsupervisory committee, and all five (5) Directors will retire from office due to expiration of theirterms of office when the amendments to the Articles of Incorporation take effect.
Consequently, the Company proposes that shareholders elect three (3) Directors (excluding
Directors who are Audit and Supervisory Committee Members). This proposal can only takeeffect after Proposal No. 2 “Partial Amendments to the Articles of Incorporation” takes effect.
The candidates for Directors (excluding 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)February 1993
September 1995
January 2005

April 2007
April 2009

September 2009
July 2012

1

Koji Oohara(August 23, 1963)

April 2013
November 2013
December 2013
July 2014

July 2015

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

11

Number oftheCompany
shares held

50,200sharesNo.

Name(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)
July 1997
September 1997
February 2000

January 2005
September 2005
December 20102

Mitsuo Takahashi(March 10, 1955)

July 2012

June 2013

June 2016

December 1995
March 1997
August 2002

February 2003
3

Naoki Yoshida(December 7, 1964)
July 2012
September 2012
November 2013
July 2015(Note)

Joined the Company
Director of the Company
Division Director of Corporation
Management and Strategic Division of
the Company
Senior Managing Director of theCompany
Senior Managing Director and CFO of
the Company
Senior Managing Director, CFO andCCO of the Company
Senior Managing Director and CFO of
the Company (current position)
Division Director of Corporate
Communications Division of theCompany (current position)
Outside Director of Accretive Co., Ltd.
President and Representative Director of
Doit Co., Ltd. (current position)
Director [Audit and Supervisory
Committee Member] of Accretive Co.,
Ltd. (current position)
Joined McKinsey & Company, Inc.
Japan
Joined Union Bancaire Privée
Established Alter Ego Consulting Co.,Ltd.
President and Representative Director
President and Representative Director of
T-ZONE HOLDINGS, INC. (currently
MAG NET HOLDINGS, INC.)
Director of Don Quijote Shared Services
Co., Ltd. (current position)
Director of the Company
Senior Managing Director of theCompany
Senior Managing Director and CCO of
the Company (current position)

Number oftheCompany
shares held

14,000shares

200 shares

There is no special interest between each of the candidates for Director (excluding Directors who are
Audit and Supervisory Committee Members) and the Company.

12Proposal No. 4: Election of Four (4) Directors Who Are Audit and Supervisory Committee
Members
Subject to the approval and adoption of Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” in its original form, the Company will become a company with audit andsupervisory committee.
Accordingly, the Company proposes that shareholders elect four (4) Directors who are Audit andSupervisory Committee Members. The Company has obtained the consent of the Audit andSupervisory Board on this proposal.
This proposal can only take effect after Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” takes effect.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
No.

Name
(Date of birth)

Career summary and position in the Company(Significant concurrent positions)
April 1979
February 2007
April 2009
July 20091

Shoji Wada
(March 4, 1953)

July

2012

September 2015
September 1994
September 2003
June 20062

Yukihiko Inoue
September 2009
(November 4, 1937)
March 2011

June 2011
June 2012
September 2014

Joined Hinode Co., Ltd. (currently Doit Co.,Ltd.)
Department Manager of Information System
Department of Doit Co., Ltd.
Transferred to the Company
Acting Department Manager of Information
System Department, Information andCommunication Technology Division of theCompany
Transferred to Don Quijote Shared Services
Co., Ltd.
Acting Department Manager of Information
System Department, Information andCommunication Technology Division of Don
Quijote Shared Services Co., Ltd.
Standing Audit and Supervisory Board
Member of the Company (current position)
Superintendent-General of the Metropolitan
Police Department
Chairperson of the board of directors of Japan
Guide Dog Association (current position)
Outside Corporate Auditor of TOKOELECTRICAL CONSTRUCTION CO., LTD.
(current position)
Outside Director of ASAHI KOGYOSHA
CO., LTD. (current position)
Audit and Supervisory Board Member of theCompany
Chairman of Public Interest Incorporated
Foundation, Aikido Yoshinkai (current
position)
Outside Statutory Auditor of All Nippon
Security Co., Ltd. (current position)
Standing Audit and Supervisory Board
Member of the Company
Outside Director of the Company (current
position)

13

Number of
the Company
shares held

0 shares0 shares

No.

Name
(Date of birth)

Career summary and position in the Company(Significant concurrent positions)
March 1975
November 1995

November 2010
June 2011
August 2011

October 2012
3

Yasunori Yoshimura(January 26, 1949)
March 2013

November 2013
April 2014

September 2015
April 1995
November 2002

April 2003
August 2004
August 2008

4

Tomiaki Fukuda(December 19, 1941)

April 2009
September 2010
June 2012
June 2013
January 2014

September 2014

Graduated from Keio University School of
Medicine
Professor of Keio University (Department of
Obstetrics and Gynecology, School of
Medicine)
President of Japan Society for Reproductive
Medicine
Outside Director of ASKA PharmaceuticalCo., Ltd. (current position)
President of Japan Society of Gynecologic and
Obstetric Endoscopy and Minimally Invasive
Therapy
Established Yoshimura Bioteic Literacy
Institute
Chairman of Yoshimura Bioteic Literacy
Institute (current position)
Special Advisor to the Cabinet (in charge ofmeasures to counter the declining birthrate andsupport for child-raising) (current position)
Outside Audit and Supervisory Board Memberof the Company
Professor Emeritus of Keio University(Department of Obstetrics and Gynecology)(current position)
Honorary Director of SHIN-YURIGAOKA
General Hospital (current position)
Outside Director of the Company (current
position)
President and Representative Director of
U.H.I. SYSTEMS K.K.
Vice-president of Fédération Internationale desLuttes Associées (currently United World
Wrestling)
President of Japan Wrestling Federation(current position)
General Manager of the Japanese Delegation
for Athens Olympic Games
Chef de Mission of the Japanese Delegationfor Beijing Olympic Games
Vice President of Japanese Olympic
Committee
Standing Audit and Supervisory Board
Member of the Company
Outside Audit and Supervisory Board Memberof the Company (current position)
Honorary member of Japanese Olympic
Committee (current position)Councillor of the Tokyo Organising
Committee of the Olympic and Paralympic
Games (current position)
Honorary Vice-president of Fédération
Internationale des Luttes Associées (currently
United World Wrestling) (current position)

14

Number of
the Company
shares held

0 shares0 shares(Notes) 1. The candidate for Director, Mr. Tomiaki Fukuda is serving as President of Japan Wrestling
Federation. The Company contributes financial sponsorship to wrestling tournaments hosted by the
aforesaid federation. The Company provides this support for the purpose of contributing to thehealthy development of young people through sport and as part of its contribution to society in thelead up to the Tokyo Olympics in 2020. The Company supports the philosophy of the federationand provides this support as part of its CSR activities. Furthermore, the amount is very small, inthe vicinity of 20 million yen annually (less than 0.01% of the consolidated net sales of theCompany and around 0.01% of its selling, general and administrative expenses), and the Company
deems that Mr. Fukuda has sufficient independence with regard to the relationship with theCompany. There is no special interest between the other candidates for Director and the Company.
2. Mr. Yukihiko Inoue, Mr. Yasunori Yoshimura, and Mr. Tomiaki Fukuda are candidates for Outside
Director of the Company.
(1) 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.
(2) 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 his
experience in important positions such as Special Advisor to the Cabinet and presidents of various
societies and the like.
(3) Mr. Tomiaki Fukuda was selected 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 President of Japan Wrestling
Federation.
3. Mr. Yukihiko Inoue is currently serving as Outside Director of the Company. His term as Outside
Director shall be two (2) years at the conclusion of this Ordinary General Meeting of Shareholders,and his term as Outside Audit and Supervisory Board Member before taking office as Outside
Director was five (5) years. Mr. Yasunori Yoshimura is currently serving as Outside Director of theCompany. His term as Outside Director shall be one (1) year at the conclusion of this Ordinary
General Meeting of Shareholders, and his term as Outside Audit and Supervisory Board Member
before taking office as Outside Director was one (1) year and ten (10) months. Mr. Tomiaki Fukuda
is currently serving as Outside Audit and Supervisory Board Member of the Company, and his termas Audit and Supervisory Board Member shall be six (6) years at the conclusion of this Ordinary
General Meeting of Shareholders.
4. The Company has registered Mr. Yukihiko Inoue as an independent officer stipulated by the Tokyo
Stock Exchange. The Company intends to register Mr. Inoue as an independent officer again if heis elected as Outside Director.

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Proposal No. 5: Establishment of Amount of Remuneration for Directors (Excluding Directors
Who Are Audit and Supervisory Committee Members)
Subject to the approval and adoption of Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” in its original form, the Company will become a company with audit andsupervisory committee.
Remuneration paid to the Company’s Directors in the amount of 400 million yen or less per year
was approved by the 24th Ordinary General Meeting of Shareholders held on September 28, 2004
and has remained at that amount to the present. However, in accord with the transition to acompany with audit and supervisory committee, the Company proposes that the current provision
related to the amount of remuneration for Directors be revoked, and that the amount of
remuneration for Directors excluding Directors who are Audit and Supervisory Committee
Members be newly established and set at 400 million yen or less per year.
The amount of remuneration for Directors excluding Directors who are Audit and Supervisory
Committee members does not include the portion for employee salaries paid to those Directors
who also serve as employees as before.
The Company currently has five (5) Directors (including two (2) Outside Directors). If Proposal
No. 2 and Proposal No. 3 are approved and adopted in its original form, the number of Directors
excluding Directors who are Audit and Supervisory Committee members related to this proposal
will be three (3) (including zero (0) Outside Directors).
This proposal can only take effect after Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” takes effect.

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Proposal No. 6: Establishment of Amount of Remuneration for Directors Who Are Audit andSupervisory Committee Members
Subject to the approval and adoption of Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” in its original form, the Company will become a company with audit andsupervisory committee.
Accordingly, shareholders are requested to approve remuneration for Directors who are Audit andSupervisory Committee Members of 100 million yen or less per year, taking into consideration
current economic conditions and other factors.
If Proposal No. 2 and Proposal No. 4 are approved and adopted in its original form, the number of
Directors who are Audit and Supervisory Committee Members related to this proposal will befour (4).
This proposal can only take effect after Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” takes effect.

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Proposal No. 7: Establishment 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 34th Ordinary General Meeting of Shareholders, held on September 26, 2014, resolved to set
a remuneration related to share-based compensation stock options for Directors of the Company at
100 million yen or less per year as share-based compensation stock options for Directors
excluding Outside Directors. However, with the coming into effect of Proposal No. 2 “Partial
Amendments to the Articles of Incorporation,” the Company will transition to a company withaudit and supervisory committee. Accordingly, shareholders are requested to approve that thecurrent provision related to the amount of remuneration for Directors be revoked, and that amountof remuneration related to share-based compensation stock options for Directors excluding
Outside Directors (excludes Directors who are Audit and Supervisory Committee Members;
applicable to the rest of this proposal) be set at 100 million yen or less per year, separately fromthe amount of remuneration in Proposal No. 5, taking into consideration economic conditions andother factors.
If Proposal No. 3 is approved and adopted in its original form, the number of Directors excluding
Outside Directors will be three (3).
This proposal can only take effect after Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” takes effect.
The details of the share acquisition rights issued as share-based compensation stock options for
Directors shall be the same as the details approved at the 34th Ordinary General Meeting of
Shareholders held on September 26, 2014. These details are presented below.
(1) Number of share acquisition rights
200 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
20,000 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(includes 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.
(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.
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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.

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