This document has been translated from a part of Japanese original for reference purposes only. In event of any discrepancy between this translated document and Japanese original, original shall prevail. The assumes no responsibility for this translation or for direct, indirect or any or forms of damages arising from translation. To Our Shareholders Koji Oohara President and Representative Director Don Quijote Holdings Co., 2-19-10 Aobadai, Meguro-ku, Tokyo Securities code: 7532 September 10, 2018 Notice of Convocation of 38th Ordinary General Meeting of Shareholders You are cordially invited to attend 38th Ordinary General Meeting of Shareholders of Don Quijote Holdings Co., ( ). The meeting will be held as described below. If you are unable to attend meeting, you may exercise your voting rights in writing or via Internet, etc. Please review attached Reference Documents for General Meeting of 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 Meeting Matters to be reported: 1. The Business Report, Consolidated Financial Statements and Audit Reports of Consolidated Financial Statements by Accounting Auditors and Audit and Supervisory Committee for 38th Fiscal Term (July 1, 2017 to June 30, 2018) 2. The Non-Consolidated Financial Statements for 38th Fiscal Term (July 1, 2017 to June 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 and Supervisory Committee Members) Proposal No. 3: Election of Four (4) Directors Who Are Audit and Supervisory Committee Members For those attending, please present enclosed Voting Rights Exercise Form on attendance to receptionist. Of documents to be provided, information concerning following items is not included in documents provided with this Notice of Convocation of 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 s Articles of Incorporation. 1) Notes to Consolidated Financial Statements 2) Notes to Non-Consolidated Financial Statements The Consolidated Financial Statements and Non-Consolidated Financial Statements audited by Audit and Supervisory Committee for its audit report and Accounting Auditors for ir accounting audit report include, in addition to 1
contents of documents provided here, items to be presented as Notes to Consolidated Financial Statements and Notes to Non-Consolidated Financial Statements. If re are any amendments to Business Report, Non-Consolidated Financial Statements, Consolidated Financial Statements and Reference Documents for General Meeting of Shareholders, revised version will be posted on our Website at http://www.donki-hd.co.jp/ir/ (in Japanese only). 2
Reference Documents for General Meeting of Shareholders Proposal No. 1: Appropriation of Surplus The considers return of profits to shareholders to be one of its most important tasks. Taking into consideration future business development while assuming basic stance of maintaining stable dividends, year-end dividend of 38th 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: 27 yen per common share of Total amount: 4,271,090,229 yen (3) Effective date of dividend payment September 27, 2018 3
Proposal No. 2: Election of Eight (8) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) The terms of office of all ten (10) Directors (excluding Directors who are Audit and Supervisory Committee Members; applicable to rest of this proposal) will expire at conclusion of this meeting. In that regard, proposes election of eight (8) Directors. As for this proposal, Audit and Supervisory Committee of has judged that all candidates for Directors are eligible. The candidates for Directors are as follows: 4
1 Koji Oohara (August 23, 1963) position and areas of responsibility in February 1993 September 1995 January 2005 April 2007 April 2009 September 2009 June 2012 July 2012 September 2012 April 2013 November 2013 December 2013 July 2014 July 2015 April 2017 Joined Director and General Manager of 2nd Sales Headquarters of Donkicom Co., (currently REALIT Co., ) Resigned from position of Director of PAW Creation Co., (currently Japan Commercial Establishment Co., ) Director and CIO of Director of Doit Co., Don Quijote Shared Services Co., Director of Nagasakiya Co., (current Senior Vice President, Director and COO of Senior Vice President, Representative Director and COO of Don Quijote Co., (current President, Representative Director and COO of Chairman and Representative Director of Japan Commercial Establishment Co., Chairman and Representative Director of REALIT Co., President and CEO of (current Don Quijote Holdings Retail Management Co., Doit Co., (current 50,400 shares Koji Oohara has a performance record of playing a key role in supporting many aspects of Don Quijote Group since its foundation, such as store operation, development of store properties and systems. At present also, he is demonstrating strong leadership in overseeing Group as President and CEO of. Accordingly, deems that he is an appropriate person for promoting furr improvement in Group s corporate value going forward, and has continued to nominate him as a candidate for Director. 5
2 Naoki Yoshida (December 7, 1964) position and areas of responsibility in December 1995 March 1997 August 2002 February 2003 July 2007 September 2012 November 2013 December 2013 July 2015 June 2017 November 2017 January 2018 Joined McKinsey & Inc. Japan Joined Union Bancaire Privée Established Alter Ego Consulting Co., President and Representative Director T-ZONE HOLDINGS, INC. (currently MAG NET HOLDINGS, INC.) President of Don Quijote (USA) Co., Director of Senior Managing Director of Member of Board of Directors of Don Quijote Co., (current Director of Nagasakiya Co., (current Director of Doit Co., (current Senior Managing Director and CCO of Outside Director of Accretive Co., (current Audit & Supervisory Board Member of UNY Co., (current Senior Managing Director and CAO (Representative Director) of (current 200 shares Naoki Yoshida widely takes charge of division responsible for compliance and governance including Group s legal affairs and labor affairs, divisions in charge of finance, accounting and tax affairs, and Group s strategic planning division both inside Japan and overseas, as Senior Managing Director and CAO (Representative Director) of. 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, deems that he is an appropriate person for promoting furr improvement in Group s corporate value going forward, and has continued to nominate him as a candidate for Director. 6
3 Mitsuo Takahashi (March 10, 1955) position and areas of responsibility in April 1977 June 1990 July 1997 September 1997 February 2000 January 2005 September 2005 January 2007 November 2007 December 2010 July 2012 June 2013 December 2013 June 2016 April 2017 Joined AOKI Fashion Sales Co., (currently AOKI Holdings Inc.) Director of AOKI Holdings Inc. Joined Director of General Manager of Corporation Management and Strategic Headquarters of Senior Managing Director of Senior Managing Director and CFO of Director of Doit Co., Director of Nagasakiya Co., (current Senior Managing Director, CFO and CCO of Senior Managing Director and CFO of (current General Manager of Corporate Communications Headquarters of (current Outside Director of Accretive Co., Doit Co., Member of Board of Directors of Don Quijote Co., (current Director [Audit and Supervisory Committee Member] of Accretive Co., Director of Doit Co., (current 14,000 shares Mitsuo Takahashi takes charge of investor relations and corporate communications with stakeholders as Senior Managing Director and CFO of. He possesses abundant experience and broad insight in relation to corporate management such as finance, accounting and capital policy. Accordingly, deems that he is an appropriate person for promoting furr improvement in Group s corporate value going forward, and has continued to nominate him as a candidate for Director. 7
4 Hiroshi Abe (February 22, 1975) position and areas of responsibility in December 2003 June 2009 September 2011 June 2012 July 2014 July 2015 September 2017 November 2017 February 2018 Joined Manager of Information System Division, Operation Management Headquarters of Director of REALIT Co., Senior Vice President and Director of REALIT Co., REALIT Co., (current Director of Don Quijote Holdings Retail Management Co., Director of Don Quijote Shared Services 1,000 shares Co., General Manager of Operation Management Headquarters of Don Quijote Shared Services Co., (current Director of (current Director of UNY Co., (current Representative Director of Don Quijote Shared Services Co., (current Hiroshi Abe possesses abundant experience and broad insight gained primarily by overseeing operations in IT and system fields, mainly while working for Group. Accordingly, deems that he is an appropriate person for promoting furr improvement in Group s corporate value going forward, and has continued to nominate him as a candidate for Director. 8
5 6 Yuji Ishii (August 17, 1972) position and areas of responsibility in September 2008 January 2013 July 2015 July 2016 September 2017 October 2017 February 2018 Joined Manager, Financial Accounting Division, Administration Headquarters of Don Quijote Shared Services Co., Deputy General Manager, Administration Headquarters of Don Quijote Shared Services Co., Director of Don Quijote Holdings Retail Management Co., General Manager of Administration Headquarters of Don Quijote Shared Services Co., (current Director of (current Director of Don Quijote Shared Services Co., General Manager of General Accounting Headquarters of Don Quijote Shared Services Co., (current Representative Director of Don Quijote Shared Services Co., (current 300 shares Yuji Ishii possesses abundant experience and broad insight in relation to accounting, tax practices and corporate planning gained primarily by overseeing accounting and finance division, mainly while working for Group. Accordingly, deems that he is an appropriate person for promoting furr improvement in Group s corporate value going forward, and has continued to nominate him as a candidate for Director. Takeshi Nishii (September 11, 1975) August 1998 December 2013 July 2015 April 2017 September 2017 November 2017 June 2018 Joined Executive Officer of Don Quijote Co., Director of Don Quijote Holdings Retail Management Co., General Manager of Sales Support Headquarters of Don Quijote Co., (current Director of (current Director of UNY Co., (current Outside Director of Kanemi Co., (current 200 shares Takeshi Nishii possesses abundant experience and a performance record primarily in relation to store operation and analysis of sales numbers, gained mainly in Group s retail division. Accordingly, deems that he is an appropriate person for promoting furr improvement in Group s corporate value going forward, and has continued to nominate him as a candidate for Director. 9
7 8 (Note) Takeshi Haga (February 3, 1976) position and areas of responsibility in March 1999 December 2013 July 2014 July 2015 March 2016 May 2016 September 2017 November 2017 Joined Senior Vice President and Director of Japan Commercial Establishment Co., Japan Commercial Establishment Co., (current Director of Don Quijote Holdings Retail Management Co., Manager, Store Development Division of Don Quijote Shared Services Co., 1,591 shares (current Pan Pacific Foods Co., (current Director of (current Director of Don Quijote Shared Services Co., (current Director of UNY Co., (current Takeshi Haga possesses abundant experience and a performance record primarily in relation to store operation, property development, and tenant leasing business, gained mainly while working for Group. Accordingly, deems that he is an appropriate person for promoting furr improvement in Group s corporate value going forward, and has continued to nominate him as a candidate for Director. Tetsuji Maruyama (April 11, 1973) October 1997 December 2013 July 2015 April 2017 September 2017 November 2017 Joined Executive Officer of Don Quijote Co., Director of Don Quijote Holdings Retail Management Co., General Manager of Store Management Support Headquarters of Don Quijote Co., (current Director of (current Audit & Supervisory Board Member of UNY Co., (current Audit & Supervisory Board Member of UD Retail CO., LTD. (current 300 shares March 2018 General Manager of Human Resources Strategy Headquarters of Don Quijote Co., (current Tetsuji Maruyama possesses abundant experience and a performance record primarily in relation to store operation and improving efficiency of store operations, gained mainly in Group s retail division. Accordingly, deems that he is an appropriate person for promoting furr improvement in Group s corporate value going forward, and has continued to nominate him as a candidate for Director. There is no special interest between candidates and. 10
Proposal No. 3: Election of Four (4) Directors Who Are Audit and Supervisory Committee Members At conclusion of this meeting, 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, proposes election of four (4) Directors who are Audit and Supervisory Committee Members. As for this proposal, Audit and Supervisory Committee of has already given ir consent to this proposal. The candidates for Directors who are Audit and Supervisory Committee Members are as follows: No. 1 Shoji Wada (March 4, 1953) position and areas of responsibility in April 1979 February 2007 April 2009 July 2009 July 2012 September 2015 September 2016 Joined Hinode Co., (currently Doit Co., ) Manager of Information System Division of Doit Co., Transferred to Acting Manager of Information System Division, Operation Management Headquarters of Transferred to Don Quijote Shared Services Co., Acting Manager of Information System Division, Operation Management Headquarters of Don Quijote Shared Services Co., Standing Audit and Supervisory Board Member of Director [Standing Audit and Supervisory Committee Member] of (current 0 shares (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 Group, particularly in system field. The has judged that through making use of such experience and knowledge, he will appropriately carry out his duties as an Audit and Supervisory Committee Member of, and again nominates him as a candidate for Director who is an Audit and Supervisory Committee Member. 11
2 Yukihiko Inoue (November 4, 1937) position and areas of responsibility in September 1994 September 2003 June 2006 September 2009 March 2011 June 2011 June 2012 September 2014 September 2016 June 2018 Superintendent-General of Metropolitan Police Department Chairperson of board of directors of Japan Guide Dog Association (current Outside Corporate Auditor of TOKO ELECTRICAL CONSTRUCTION CO., LTD. (current Outside Director of ASAHI KOGYOSHA CO., LTD. (current Audit and Supervisory Board Member of Chairman of Public Interest Incorporated Foundation, Aikido Yoshinkai (current Outside Statutory Auditor of All Nippon Security Co., (current Standing Audit and Supervisory Board Member of Outside Director of Outside Director [Audit and Supervisory Committee Member] of (current Outside Director of Anicom Holdings, Inc. (current 0 shares (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 or than having served as an outside officer, has judged that through making use of his experience from having served in such important positions as Superintendent-General of Metropolitan Police Department, he will appropriately carry out his duties as an Audit and Supervisory Committee Member of from an objective standpoint, and again nominates him as a candidate for Outside Director who is an Audit and Supervisory Committee Member. 12
3 Yasunori Yoshimura (January 26, 1949) position and areas of responsibility in March 1975 November 1995 November 2010 June 2011 August 2011 October 2012 March 2013 November 2013 April 2014 September 2015 September 2016 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 Pharmaceutical Co., (current President of Japan Society of Gynecologic and Obstetric Endoscopy and Minimally Invasive Therapy Established YOSHIMURA BIOETHIC INSTITUTE Chairman of YOSHIMURA BIOETHIC INSTITUTE (current Special Advisor to Cabinet (in charge of measures to counter declining birthrate and support for child-raising) (current Outside Audit and Supervisory Board Member of Professor Emeritus of Keio University (Department of Obstetrics and Gynecology) (current Honorary Director of SHIN-YURIGAOKA General Hospital (current Outside Director of Outside Director [Audit and Supervisory Committee Member] of (current 0 shares (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 or than having served as an outside officer, has judged that through making use of his experience from having served in such important positions as Special Advisor to 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 from an objective standpoint, and again nominates him as a candidate for Outside Director who is an Audit and Supervisory Committee Member. 13
4 Tomiaki Fukuda (December 19, 1941) position and areas of responsibility in April 1994 April 1996 November 2002 April 2003 August 2004 August 2008 April 2009 September 2010 June 2012 June 2013 January 2014 September 2014 September 2016 Unimat Corporation (currently Japan Beverage Holdings Inc.) U.H.I. SYSTEMS K.K. Vice-president of Fédération Internationale des Luttes Associées (currently United World Wrestling) President of Japan Wrestling Federation (current General Manager of Japanese Delegation for Ans Olympic Games Chef de Mission of Japanese Delegation for Beijing Olympic Games Vice President of Japanese Olympic Committee Standing Audit and Supervisory Board Member of Outside Audit and Supervisory Board Member of Honorary member of Japanese Olympic Committee (current Councillor of Tokyo Organising Committee of Olympic and Paralympic Games (current Honorary Vice-president of Fédération Internationale des Luttes Associées (currently United World Wrestling) (current Outside Director [Audit and Supervisory Committee Member] of (current 0 shares (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 has judged through making use of this experience, he will appropriately carry out his duties as an Audit and Supervisory Committee Member of from an objective standpoint, and again nominates him as a candidate for Outside Director who is an Audit and Supervisory Committee Member. (Notes) 1. Mr. Tomiaki Fukuda, candidate for Director who is an Audit and Supervisory Committee Member is President of Japan Wrestling Federation. The is paying financial sponsorship to wrestling tournaments, etc. that are operated by said federation. The empathizes with said federation s philosophy and provides support as part of its CSR activities. This support is carried out to promote sound development of youths through sports and as part of s contributions to society in preparation for 2020 Tokyo Olympic and Paralympic Games. Furrmore, amount of this payment is approximately 13 million yen per year (less than 0.01% of consolidated net sales and selling, general and administrative expenses of ), and believes that Mr. Fukuda has sufficient independence from as an Outside Director. There is no special interest between each of or candidates and. 2. Mr. Yukihiko Inoue, Mr. Yasunori Yoshimura, and Mr. Tomiaki Fukuda are candidates for Outside Director of. 3. Mr. Yukihiko Inoue is currently Outside Director of, and his term in this position at 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 position of Outside Audit and 14
Supervisory Board Member. Likewise, Mr. Yasunori Yoshimura is currently Outside Director of, and his term in this position at 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 position of Outside Audit and Supervisory Board Member. Mr. Tomiaki Fukuda is also currently Outside Director of, and his term in this position at conclusion of this General Meeting of Shareholders will be two (2) years. Before serving as Outside Director, he served a term of six (6) years as Outside Audit and Supervisory Board Member. 4. The has reported to Tokyo Stock Exchange that Mr. Yukihiko Inoue, Mr. Yasunori Yoshimura and Mr. Tomiaki Fukuda have been appointed as independent officers as stipulated by said exchange. The plans to continue to report ir independent-officer statuses to said exchange should ir reelection be approved. 15