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 6, 2019

To Our Shareholders
Koji Oohara
President and Representative Director

Pan Pacific International Holdings
Corporation(Former trade name: Don Quijote Holdings Co.,Ltd.)
2-19-10 Aobadai, Meguro-ku, Tokyo
Notice of Convocation of the 39th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 39th Ordinary General Meeting of Shareholders of Pan
Pacific International Holdings Corporation (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 24 (Tuesday), 2019.
1.

Date and Time:

September 25 (Wednesday), 2019, 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 39th Fiscal Term (July 1, 2018 to June 30, 2019)
2.
The Non-Consolidated Financial Statements for the 39th Fiscal Term (July 1, 2018 toJune 30, 2019)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Nine (9) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 3:
Election of Two (2) 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 https://ppi-hd.co.jp/ir/ (inJapanese only) pursuant to laws and regulations and Article 15 of the Company’s Articles of Incorporation.

1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 https://ppi-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.
The Company works to increase its retained earnings, which takes strengthening its corporate
structure and development of future business into consideration, and based on the “progressive
dividend policy,” which lays out a policy of increasing dividends in line with sustainable growth,
the year-end dividend of the 39th Fiscal Term is proposed as follows.
(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: 4,749,512,400 yen(Note) The Company has conducted a 4-for-1 stock split effective on September 1, 2019. In regard to
the year-end dividend, as the dividend record date is June 30, 2019, the dividend will be paidon the basis of the number of shares existing before the stock split.

(3)

Effective date of dividend payment
September 26, 20193

Proposal No. 2: Election of Nine (9) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
The terms of office of all nine (9) 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 nine (9) 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 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
Member of the Board of Directors ofDecember 2013
Don Quijote Co., Ltd. (current position)
Naoki Yoshida
12,900
Director of Nagasakiya Co., Ltd.
(December 7, 1964)
shares(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.
Senior Managing Director and CAO
January 2018
(Representative Director) of theCompany (current position)
Director of UNY Co., Ltd.
January 2019
Representative Director of UCS Co.,
Ltd. (current position)
Senior Managing Director of UNY Co.,
April 2019
Ltd. (current position)(Reasons for nomination as candidate for Director)
Naoki Yoshida has a performance record of playing a key role in supporting many aspects of theGroup, such as the divisions responsible for compliance and governance including the Group’s legal
affairs and labor affairs, the divisions in charge of finance, accounting and tax affairs, and theGroup’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 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.
December 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 the Company
Corporate Officer of Don Quijote Co.,Ltd.
Director of Don Quijote Holdings Retail
July 2015
Management Co., Ltd.
Director of Lirack Co., Ltd. (current
position)
Director of Justneo Co., Ltd. (currently
Pan Pacific International Trading Co.,
Ltd.) (current position)
General Manager of Food and Liquor
April 2017
Merchandising Development
Headquarters of Don Quijote Co., Ltd.
Kazuhiro Matsumoto January 2018
Corporate Officer of the Company
2,100 shares(November 15, 1973)(current position)
General Manager of Food and Liquor
February 2019
Merchandising Development
Headquarters and Overseas BusinessSupport Headquarters of Don Quijote
Co., Ltd.
General Manager of Overseas Business
June 2019
Support Headquarters of Don Quijote
Co., Ltd. (current position)
Director of Kanemi Co., Ltd. (current
position)Managing Director of Pan Pacific RetailAugust 2019
Management (Singapore) Pte. Ltd.
(current position)(Reasons for nomination as candidate for Director)
Kazuhiro Matsumoto possesses abundant experience and a performance record primarily in relation
to merchandise strategies and domestic and overseas store operation, 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 newly nominated him asa candidate for Director.
January 1996
December 2013

*2

Number oftheCompany
shares held

6

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)November 2017

Joined the Company
Corporate Officer of Don Quijote Co.,Ltd.
Director of Don Quijote Holdings RetailManagement Co., Ltd.
General Manager of Sales Support
Headquarters of Don Quijote Co., Ltd.
Director of the Company (current
position)
Director of UNY Co., Ltd.

June 2018

Outside Director of Kanemi Co., Ltd.

August 1998
December 2013
July 2015
April 2017
September 2017

Takeshi Nishii(September 11, 1975)

3

Number oftheCompany
shares held

General Manager of Corporate
200 shares
Philosophy Promotion Headquarters of
Don Quijote Co., Ltd.
Director and Corporate Officer of UNY
April 2019
Co., Ltd. (current position)
General Manager of Human Resources
June 2019
Strategy Headquarters of Don Quijote
Co., Ltd. (current position)
Director of Kanemi Co., Ltd. (current
position)
General Manager of Corporate
July 2019
Philosophy Promotion Headquarters of
the Company (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.
February 2019

7

No.

Name
(Date of birth)

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

Joined the Company
Corporate Officer of Don Quijote Co.,Ltd.
Director of Don Quijote Holdings Retail
July 2015
Management Co., Ltd.
Director of Justneo Co., Ltd. (currently
Pan Pacific International Trading Co.,
Ltd.) (current position)
Ken Sakakibara– shares
General Manager of Lifestyle
April 2017
(June 6, 1971)
Merchandising Development
Headquarters of Don Quijote Co., Ltd.
Corporate Officer of the Company
January 2018
(current position)
General Manager of Food and Liquor
June 2019
Merchandising Development
Headquarters of Don Quijote Co., Ltd.
(current position)(Reasons for nomination as candidate for Director)
Ken Sakakibara possesses abundant experience and a performance record primarily in relation tomerchandise strategies and store operation, 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 newly nominated him as a candidate for Director.
October 1997
December 2013

*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
Department Director of New Business
Promotion Department of the Company
Senior Vice President andRepresentative Director of NagasakiyaCo., LTD.
President and Representative Director of
Nagasakiya Co., LTD.
President of MARUKAICORPORATION
Director of the Company
Resigned from the position of Directorof the Company
Director of Don Quijote Shared Services
Co., Ltd. (currently Pan Pacific Shared
Service Co., Ltd.) (current position)
President and Representative Director of
Nagasakiya Co., LTD.

May 1997
June 2006
November 2007

April 2013
September 2013
November 2013
December 2014
July 2016
Kenji Sekiguchi(October 20, 1964)

November 2017

Number oftheCompany
shares held

11,800sharesDirector and Managing Corporate
Officer of UNY Co., Ltd.

*5

Senior Vice President andRepresentative Director of UD RetailCo., Ltd.
Corporate Officer of the Company(current position)

January 2018

President and Representative Director of
UD Retail Co., Ltd.
President and Representative Director of
UNY Co., Ltd. (current position)

January 2019
April 2019

Director of UD Retail Co., Ltd. (current
position)(Reasons for nomination as candidate for Director)
Kenji Sekiguchi possesses abundant experience and a performance record in many aspects primarily
in relation to store operation, based on his successive service mainly as representative at subsidiaries
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 newly
nominated him as a candidate for Director.

9

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)
October 1997
December 2013
July 2015
April 2017

September 2017
Tetsuji Maruyama(April 11, 1973)
6

November 2017

March 2018

February 2019

April 2019

Joined the Company
Corporate Officer of Don Quijote Co.,Ltd.
Director of Don Quijote Holdings RetailManagement Co., Ltd.
General Manager of Store Management
Support Headquarters of Don Quijote
Co., Ltd.
Director of the Company (current
position)
Audit & Supervisory Board Member of
UNY Co., Ltd.
Audit & Supervisory Board Member of
UD Retail CO., LTD. (current position)
General Manager of Human Resources
Strategy Headquarters of Don Quijote
Co., Ltd.
General Manager of Retail Support
Headquarters of Don Quijote Co., Ltd.
(current position)
Director and Corporate Officer of UNY
Co., Ltd. (current position)

Number oftheCompany
shares held

300 shares(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.

10

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. (currently Pan Pacific Shared
Service 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
Headquarters of Don Quijote Shared
Services Co., Ltd. (currently Pan PacificShared Service Co., Ltd.) (current
Yuji Ishii
position)
300 shares(August 17, 1972)
September 2017 Director of the Company (current
position)
Director of Don Quijote Shared Services
Co., Ltd. (currently Pan Pacific Shared
Service Co., Ltd.)
General Manager of General Accounting
October 2017
Headquarters of Don Quijote Shared
Services Co., Ltd. (currently Pan PacificShared Service Co., Ltd.) (current
position)
Representative Director of Don Quijote
February 2018
Shared Services Co., Ltd. (currently Pan
Pacific Shared Service Co., Ltd.)
President (Representative Director) of
May 2019
Pan Pacific Shared Service 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.
September 2008
January 2013

7

Number oftheCompany
shares held

11

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.
Director of Don Quijote Shared Services
Co., Ltd. (currently Pan Pacific Shared
Service Co., Ltd.)
General Manager of Operation
Hiroshi Abe
1,100 shares
Management Headquarters of Don(February 22, 1975)
Quijote Shared Services Co., Ltd.
(currently Pan Pacific Shared Service
Co., Ltd.) (current position)
September 2017 Director of the Company (current
position)
Director of UNY Co., Ltd.
November 2017
Representative Director of Don Quijote
February 2018
Shared Services Co., Ltd. (currently Pan
Pacific Shared Service Co., Ltd.)
Representative Director of UCS Co.,
January 2019
Ltd. (current position)
Director and Corporate Officer of UNY
April 2019
Co., Ltd. (current position)
Director of Pan Pacific Shared Service
May 2019
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 20098

Number oftheCompany
shares held

12

No.

Name
(Date of birth)

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

Number oftheCompany
shares held

Established Just Co., Ltd. (currently Pan
Pacific International Holdings
Corporation)
President and Representative Director
September 2005 Chairman, Representative Director and
CEO of the Company
Chairman of Yasuda Scholarship
December 2005
Foundation (current position)
Chairman, President, Representative
April 2013
Director and CEO of the Company
President, Representative Director andAugust 2013CEO of Don Quijote Preparatory Co.,
Ltd. (currently Don Quijote Co., Ltd.)
Takao Yasuda
Chairman and Representative Director
December 2013
– shares(May 7, 1949)
of Don Quijote Co., Ltd.
Chairman, Representative Director andJuly 20149CEO of the Company
Founding Chairman and Supreme
July 2015
Advisor of the Company
Director (Chairman, President & CEO)of Pan Pacific International Holdings
Pte. Ltd. (currently Pan Pacific RetailManagement (Singapore) Pte. Ltd.)(current position)
Director of Pan Pacific Strategy InstituteDecember 2018
Pte. Ltd. (current position)
Director (non-standing) of the Company
January 2019
(current position)(Reasons for nomination as candidate for Director)
Takao Yasuda is founder of the Company, created a new business format as a discounter, and has
driven the development of the Group. He is currently based in Singapore to lead overseas businessesof the Company. In order to further accelerate the business expansion overseas and make use of his
expertise, the Company has continued to nominate him as a candidate for Director.
(Notes) 1. Person marked with an asterisk is a candidate for new Director.
2. There is no special interest between the candidates and the Company.
3. The number of the Company’s shares held by respective candidates indicates the number of shares
held as of the end of the fiscal year (June 30, 2019), and is described on the basis of the number ofshares before the stock split performed on September 1, 2019.
September 1980

13

Proposal No. 3: Election of Two (2) Directors Who Are Audit and Supervisory Committee
Members
At the conclusion of this meeting, of the five (5) Directors who are Audit and Supervisory
Committee Members, Shoji Wada resigned and the term of office of Jumpei Nishitani will expire.
Accordingly, the Company proposes the election of two (2) 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)

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 ofApril 2000
Management and Economics, Aomori
Jumpei Nishitani
Public University– shares(December 2, 1971)
Assistant 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)
September 2017 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 Jumpei Nishitani has not been directly involved in corporate management, he possesses ahigh level of expertise and broad experience in relation to accounting and economics gained as aprofessor at a university’s College of Business Administration. The Company has judged that throughmaking use of such expertise and experience, he will appropriately carry out his duties as Outside
Director who is an Audit and Supervisory Committee Member of the Company, and again nominates
him as a candidate for Outside Director who is an Audit and Supervisory Committee Member.
March 1995

1

Number oftheCompany
shares held

14

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)
April 1985

Number oftheCompany
shares held

Joined Ministry of Foreign Affairs ofJapanRegistered as an attorney-at-law
April 1995
(Dai-ichi Tokyo Bar Association)
Joined Kajitani Law Offices
Joined TMI Associates
April 1996
Registered as an attorney-at-law in New
January 2002
York State Bar Association
Joined Takekawa, Oka & Yoshino Law
October 2004
OfficesPartner of Takekawa, Oka & Yoshino
Masaki Yoshino
Law Offices– shares(April 23, 1960)
Company Auditor of SHINKAWA LTD.
June 2007(currently Yamaha Motor Robotics
Holdings Co., Ltd.)
Established Yoshino Law Offices,
July
2014
*2
Representative Attorney (current
position)
Outside Director of Nippon Chemiphar
June 2019
Co., Ltd. (current position)
Outside Director [Audit and Supervisory
Committee Member] of SHINKAWA
LTD. (currently Yamaha Motor Robotics
Holdings Co., Ltd.) (current position)(Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory
Committee Member)
Although Masaki Yoshino has not been directly involved in corporate management other than being
an outside officer, he is well versed in corporate legal affairs as an attorney-at-law and possesses ahigh level of expertise and broad experience. The Company has judged that through making use ofsuch expertise and experience, he will appropriately carry out his duties as Outside Director who is an
Audit and Supervisory Committee Member of the Company, and nominates him as a candidate for
Outside Director who is an Audit and Supervisory Committee Member.
(Notes) 1. Person marked with an asterisk is a new candidate.
2. There is no special interest between the candidates and the Company.
3. Mr. Jumpei Nishitani and Mr. Masaki Yoshino are candidates for Outside Director of the Company.
4. Mr. Jumpei Nishitani is currently an Outside Director of the Company, and his term in this positionat the conclusion of this General Meeting of Shareholders will be two (2) years.
5. The Company has reported to the Tokyo Stock Exchange that Mr. Jumpei Nishitani has been
appointed as an independent officer as stipulated by the said exchange. If the elections of Mr.
Jumpei Nishitani and Mr. Masaki Yoshino are approved, the Company plans to report their
independent-officer statuses to the said exchange.

15