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, 2012

To Our Shareholders
Junji Narusawa
President and Representative Director

Don Quijote Co., Ltd.
2-19-10 Aobadai, Meguro-ku, Tokyo
Notice of Convocation of the 32nd Ordinary General Meeting of ShareholdersYou are cordially invited to attend the 32nd Ordinary General Meeting of Shareholders of Don
Quijote 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 25 (Tuesday),2012 in Japan time, or exercise your voting rights via the Internet, etc. at the designatedwebsite (http://www.evote.jp/) by 6:00 p.m. on the same day.
1.

Date and Time:

September 26 (Wednesday), 2012, 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 Board ofStatutory Auditors for the 32nd Fiscal Term (July 1, 2011 to June 30, 2012)
2.
The Non-Consolidated Financial Statements for the 32nd Fiscal Term (July 1, 2011 toJune 30, 2012)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Partial Amendments to the Articles of Incorporation
Proposal No. 3:
Election of Five (5) Directors
Proposal No. 4:
Election of One (1) Statutory Auditor1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.donkigroup.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
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.donkigroup.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 the most important tasks.
Taking into consideration future business development while assuming the basic stance of
maintaining stable dividends, the year-end dividend of the 32nd Fiscal Term and appropriation ofother surplus is proposed as follows.
1. Year-End Dividend(1)Type of dividend property
Cash(2)Matter and total amount regarding dividend property’s allocation to shareholders
Cash payment of dividend per share: 21 yen per common share of the Company
Total amount: 1,619,806,356 yen(3)Effective date of dividend payment
September 27, 2012

2. Appropriation of Other Surplus(1)

Item and amount to be decreased in surplus
Retained earnings brought forward:
8,000,000,000 yen(2)Item and amount to be increased in surplus
General reserve:
8,000,000,000 yen

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reason for the Proposal
The Company intends to change the number of Statutory Auditors stipulated in Article 32 of
the current Articles of Incorporation from four (4) or less to seven (7) or less in order tostrengthen and enhance the audit system.
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 5 Statutory Auditors and Board of StatutoryAuditors

Chapter 5 Statutory Auditors and Board of Statutory
Auditors(Number of Statutory Auditors)(Number of Statutory Auditors)

Article 32 The number of Statutory Auditors of theCompany shall be four (4) or less.

Article 32 The number of Statutory Auditors of theCompany shall be seven (7) or less.

3Proposal No. 3: Election of Five (5) Directors
The terms of office of all four (4) Directors are to expire at the conclusion of this Ordinary
General Meeting of Shareholders. Consequently, the Company proposes that shareholders electfive (5) Directors, increasing their number by one (1) Director in order to further enhance andstrengthen the management team.
The candidates for Directors are as follows:No.

Name(Date of birth)

1Takao Yasuda(May 7, 1949)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)
September 1980 Established Just Co., Ltd. (currently Don
Quijote Co., Ltd.)
President and Representative Director
October 1997

Established Anryu Shoji Co., Ltd.
President and Representative Director(current position)

Number ofthe Company
shares held

10,872,000
shares

September 2005 Chairman, Representative Director and CEOof the Company (current position)
December 2005 Chairman of Yasuda Scholarship Foundation(current position)
November 1992 Joined the Company
November 1993 Manager of Suginami Store of the CompanyMay 1995

Division Director of Sales and Market
Division of the Company

September 1995 Director and Division Director of 1st Sales
Division of the Company
2

Junji Narusawa(August 23, 1962)

January 2005

Director and Vice-President in charge ofSales of the Company

16,700 shares

September 2005 President, Representative Director and COOof the Company (current position)
November 2007 Director and Vice-Chairman of NagasakiyaCo., LTD.
May 2008

President and Representative Director ofNagasakiya Co., LTD. (current position)

July 1997

Joined the Company

September 1997 Director of the Company

3

Mitsuo Takahashi(March 10, 1955)

February 2000

Division Director of Corporation
Management and Strategic Division of theCompany

January 2005Senior Managing Director of the Company

September 2005 Senior Managing Director and CFO of theCompany
December 2010 Senior Managing Director, CFO and CCO ofthe Company
July 2012

Senior Managing Director and CFO of theCompany (current position)

4

13,000 shares

No.

Name(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)February 1993

Number ofthe Company
shares held

Joined the Company

September 1995 Director and Division Director of 2nd Sales
Division of the Company

4Koji Oohara(August 23, 1963)

January 2005

President and Representative Director ofDonkicom Co., Ltd. (currently REALIT Co.,Ltd.) (current position)

April 2007

Resigned from the position of Director of theCompany

April 2009

President and Representative Director ofPAW Creation Co., Ltd. (currently Japan
Commercial Establishment Co., Ltd.)(current position)

9,000 shares

September 2009 Director and CIO of the Company (currentposition)
July 2012

President and Representative Director of Don
Quijote Shared Services Co., Ltd. (currentposition)

December 1995 Joined McKinsey & Company, Inc. Japan*5

March 1997

Joined Union Bancaire Privée

August 2002

Established Alter Ego Consulting Co., Ltd.
President and Representative DirectorNaoki Yoshida(December 7, 1964) February 2003

July 2012

President and Representative Director of
T-ZONE HOLDINGS, INC. (currently MAG
NET HOLDINGS, INC.)

0 shareDirector of Don Quijote Shared Services Co.,
Ltd. (current position)(Notes) 1. Person marked with an asterisk is a candidate for new Director.
2. The candidate for Director, Mr. Takao Yasuda is serving concurrently as Representative Director ofAnryu Shoji Co., Ltd. and Chairman of the Yasuda Scholarship Foundation. The Company has
business relationships with both entities involving real estate leasing, etc.
3. The candidate for Director, Mr. Junji Narusawa is serving concurrently as Representative Directorof Nagasakiya Co., LTD., which has a business relationship with the Company involving thepurchasing and selling of goods, real estate leasing, etc.
4. The candidate for Director, Mr. Koji Oohara is serving concurrently as Representative Director ofREALIT Co., Ltd., which has a business relationship with the Company involving outsourcing,advertising media, etc. Mr. Oohara is also serving concurrently as Representative Director of Japan
Commercial Establishment Co., Ltd., which has a business relationship with the Company
involving outsourcing, real estate leasing, etc. In addition, he is serving concurrently as
Representative Director of Don Quijote Shared Services Co., Ltd., which has a business
relationship with the Company involving outsourcing, etc.
5. There is no special interest between the Company and the other candidates.

5

Proposal No. 4: Election of One (1) Statutory Auditor
The Company proposes that shareholders elect one (1) Statutory Auditor, increasing the number ofStatutory Auditors by one (1) in order to further strengthen and enhance the audit system.
This proposal is subject to approval of Proposal No. 2, “Partial Amendments to the Articles ofIncorporation.” The Company has obtained the consent of the Board of Statutory Auditors on thisproposal.
The candidate for Statutory Auditor is as follows:
Name(Date of birth)

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

Koichi Otoshi(June 18, 1955)

September 1980 Joined Hinode Co., Ltd. (currently Doit Co.,Ltd.)
Department Manager of General Affairs
March 2006
Department, Administration Division of DoitCo., Ltd.
Seconded to the Company
January 2008
December 2008 Acting Department Manager of Personnel
Administration Department, Personnel
Division of the Company
Seconded to Don Quijote Shared Services Co.,
July 2012
Ltd.
Acting Department Manager of Labor
Administration Department, General Affairs
Division of Don Quijote Shared Services Co.,
Ltd. (current position)(Notes) 1. Mr. Koichi Otoshi is a candidate for new Statutory Auditor.
2. There is no special interest between the above candidate and the Company.

6

Number ofthe Company
shares held

0 share