Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 9787
May 15, 2019
To our shareholders:Kazumasa Hamada, President
AEON DELIGHT CO., LTD.
2-3-2 Minamisemba, Chuo-ku, Osaka City, Osaka

Notice of the 46th Annual General Meeting of Shareholders
You are cordially invited to attend the 46th Annual General Meeting of Shareholders of AEON DELIGHT CO.,LTD. (the “Company”), which will be held as indicated below. The matters proposed for deliberation byshareholders at this Annual General Meeting of Shareholders differ from standard Annual General Meeting of
Shareholders. The details of this matter are described on pages 3 to 5 (In Japanese only). We would like to offer oursincere apologies for causing considerable inconvenience and concern to our shareholders due to this matter.
Attendees are kindly requested to present the enclosed voting form to the receptionist on the day of the meeting. If
you are unable to attend the Meeting in person, you may exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting
rights by 6:00 p.m. on Wednesday, May 29, 2019 (JST).
1. Date and Time: Thursday, May 30, 2019, at 10:00 a.m. (JST)
2. Venue:
Osaka Prefecture International Convention Center (Grand Cube Osaka) Main Hall (5th floor)
5-3-51 Nakanoshima, Kita-ku, Osaka City, Japan
Please note that the venue is different from last time.
3. Purpose of the Meeting
Matters to be reported:
Report of investigation, etc. concerning accounting issues of a consolidated subsidiary KAJITAKU CO., Ltd.
(In Japanese only)
Matters to be resolved:
Proposal No. 1
Partial Amendments to the Articles of Incorporation
Proposal No. 2
Appropriation of Surplus
Proposal No. 3
Change in the Allotment Date of 12th Stock Acquisition Rights (Stock Compensationtype Stock Options)
Proposal No. 4
Election of 11 Directors- If there are any amendments to Reference Documents for General Meeting of Shareholders, such amendments will be announced
on the Company’s website (http://www.aeondelight.co.jp/).

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Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Partial Amendment to the Articles of Incorporation

1. Reasons for Proposal
The Company is striving to create sustainable growth through proactive investments, boost medium- and longterm shareholder value, and expand its capacity to return profit to shareholders in line with the growth of thecompany. In addition to focusing on return on equity (ROE) as an indicator of capital efficiency, the Company
adopts a basic policy of its capital strategy which maintains stable dividends to shareholders based on a 30%
consolidated payout ratio while balancing growth investments and return of profits to shareholders.
On the other hand, as described on page 3 of this Notice of Annual General Meeting of Shareholders,“Accounting Issue at Consolidated Subsidiary KAJITAKU CO., Ltd. and its Impact on this General Meeting of
Shareholders” (In Japanese only), the consolidated financial position and operating results of the Company
during this period are currently undetermined. However, as noted above, based on the basic policy ofmaintaining stable dividends, the Company shall issue a year-end dividend as appropriation of surplus
regardless of the results of the investigation of the Special Investigation Committee. As such, the Company
shall amend Article 34 (Organizational Body to Determine Dividends of Surplus, etc.) of the current Articles ofIncorporation, effective as of the date the proposal is approved. Furthermore, the amount of the year-end
dividend shall be within the range of the distributable sum according to the Companies Act.
2. Details of the Amendments
Details of the amendments are as follows:(Amendments are underlined.)
Current Articles of Incorporation
Proposed Amendments(Organizational Body to Determine Dividends of Surplus, etc.)(Organizational Body to Determine Dividends of Surplus, etc.)
Article 34.
Article 34.
Unless otherwise provided for by laws and regulations, theUnless otherwise provided for by laws and regulations, theCompany shall, by resolution of the Board of Directors without
Company shall, by resolution of the Board of Directors,
obtaining a resolution at a General Meeting of Shareholders,determine dividends of surplus and other matters set forth in
the items of Article 459, paragraph 1 of the Companies Act.
determine dividends of surplus and other matters set forth in
the items of Article 459, paragraph 1 of the Companies Act.

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Proposal No. 2

Appropriation of Surplus

Consolidated financial condition and operating results during this period are currently undetermined. However,based on the basic policy of its capital strategy which maintains stable dividends for shareholders, the Company
proposes to pay year-end dividends as follows for the 46th fiscal year.
This proposal is proposed on the condition that Proposal No. 1 “Partial Amendment to the Articles ofIncorporation” is approved and the amendment takes effect. Furthermore, the Company shall pay a dividend
amount within the range of the distributable sum based on the Companies Act, regardless of the investigation
results of the Special Investigation Committee.
Year-end dividends(i) Type of dividend property
To be paid in cash.
(ii) Allotment of dividend property and total amount of dividends
The Company proposes to pay a dividend of 32 yen per common share of the Company according to its mostrecent dividend forecast.
In this event, the total amount of dividends will be 1,597,380,128 yen.
(iii) Effective date of dividends of surplus
May 31, 2019-3-

Proposal No. 3

Change in the Allotment Date of 12th Stock Acquisition Rights (Stock Compensation-type
Stock Options)

1. Change in Issuance Details and Reason for Proposal
At the 34th Annual General Meeting of Shareholders held on May 9, 2007, the Company passed a proposal toset the amount of compensation, etc. for Directors within 590,000,000 yen per year, including 90,000,000 yen
per year as the fair value of stock options in a stock compensation-type arrangement. At the same Annual
General Meeting of Shareholders, the Company determined that regarding the details of the stock acquisitionrights, the issuance date of stock acquisition rights shall be May 10 each year (in case this date falls on aholiday or Saturday, the next business day shall become the issuance date). Furthermore, this proposal statedthat stock acquisitions rights shall be allotted to each Director on the issuance date by resolution of the Boardof Directors’ meeting held before the Annual General Meeting of Shareholders for each fiscal year whileconsidering the evaluation of the business during the Company’s business year which is attached to thepertinent Annual General Meeting of Shareholders. However, the consolidated financial condition andoperating results of this fiscal period are currently undetermined. Considering these circumstances, theCompany believes that it is appropriate to wait for the completion of earnings briefing related procedures
before determining these details.
Therefore, the Company submits to postpone the 12th stock acquisition rights allotment date until after May 10,
2019.
2. Details of Amendments
The following changes were made by decision of the Board of Directors’ meeting held on May 18, 2018
regarding the issuance of the 12th stock acquisition rights.
(Amendments are underlined.)
Before change
After change
Entrusted to determination by the Company’s
Allotment date
May 10, 2019
Board of Directors
Rights exercise period (*)
June 10, 2019 to June 10, 2034
15 years after one month following allotment date
* In accordance to the approved proposal at the 34th Annual General Meeting of Shareholders which set the rights exercise period(period in which one can exercise stock acquisition rights) as 15 years after one month following the issuance of stock acquisitionrights, the share exercise period for the 12th stock acquisition rights will also change in accordance to the change in the allotment
date.

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Proposal No. 4

Election of 11 Directors

At the conclusion of this meeting, the terms of office of all 11 Directors will expire.
At this Annual General Meeting of Shareholders, the Company proposes to seek temporary reelection of all current
Directors until the conclusion of an Extraordinary General Meeting of Shareholders planned for a later date, inorder to fully cooperate with the current investigation being conducted by the Special Investigation Committee topromptly identify the source of the issue. Regarding the future composition of the Board of Directors, based on the
results of the Special Investigation Committee, the Company will propose candidates for Directors at an
Extraordinary General Meeting of Shareholders and seek the decision of shareholders.
In addition, all candidates for outside Director satisfy the requirements of an independent officer under theprovisions of the Tokyo Stock Exchange.
Furthermore, the Company stipulates the following items as conditions of eligibility for Director. All candidates for
Director fulfill these conditions.
[Election criteria for inside Director candidates]
1. The candidate shall have the personality and insight appropriate for being a Director.
2. The candidate shall have sufficient experience and knowledge in the Company’s business as well as in thebusiness of its affiliates and outstanding ability for business judgment and execution.
3. The candidate shall be able to take responsibility for the basic policy, strategic planning, and businessexecution of the Company and its group companies (the “Group”), and fulfill accountability for the Board of
Directors.
[Election criteria for outside Director candidates]
1. The candidate shall subscribe to the Company’s management principles, code of conduct, etc.
2. The candidate shall have extensive experience as a chief executive officer or other corporate executive, or shallhave comparable experience, knowledge and insight.
3. The candidate shall be able to make judgments independently of the Company’s management.
4. The candidate shall be able to participate in most of the Company’s Board of Directors’ meetings.
* In relation to candidates for outside Director, in addition to the above items, the Company appoints the person who shall fulfill the
independence criteria mentioned below.

[Criteria for Determining Independence of outside Director candidates]
The Company’s outside Director shall satisfy the conditions stated below to maintain his or her independence.
1. The candidate does not presently serve, or has not served for the past ten years as director, executive officer or
employee (hereafter referred to as “Executing Person”) of the Company or its subsidiaries.
2. The subject person is someone to which the conditions stated below are not presently applicable, or have notbeen applicable for the past three years:(1) Major shareholder of the Company (those who directly or indirectly hold 10% or more of voting rights), or
its Executing Person(2) Partner of the Financial Auditors of the Company or employee who conduct the Company’s audit-5-The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position, and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1977
Feb. 1997
May 2002
May 2006
May 2006
Sept. 2006

Ippei Nakayama(September 22, 1954)
1

Reelection

May 2009
May 2010
May 2011
May 2012
May 2012
Mar. 2013
May 2014
May 2016
Mar. 2017

May 2018
May 2018

2

Joined JUSCO Co., Ltd.
Manager of Human Resource Education
Department, Chubu Company
Director of AEON Techno Service Co., Ltd.
Managing Director
Director of the Company
Managing Director and General Manager of
Personnel and General Affairs Division
In charge of business management
Senior Managing Director
In charge of overseeing businessDirector and Executive Vice President
In charge of overseeing overseas business andbusiness at the company group
President and Executive Director
President
President and CEO
Executive Officer of Aeon Co., Ltd. in chargeof Services and Specialty Store Business(current position)
Chairperson of the Company (current position)
Chairman of Taka-Q Co., Ltd. (current position)

Number of theCompany’s shares
owned

5,900 shares

Conflicts of interest
There is no conflict of interest between Ippei Nakayama and the Company.
Ippei Nakayama is an Executive Officer of parent company Aeon Co., Ltd. and this position and responsibility ispresented in his career summary.
Mar. 1987
Joined JUSCO Co., Ltd.
Nov. 2006
Head of Management Planning Department ofPosful Corporation (currently AEON Hokkaido
Corporation)
Mar. 2007
Executive Officer
Sept. 2008
General Manager of Control Division of AEON
Retail Co., Ltd.
Kazumasa HamadaMar. 2011
Executive Officer(December 30, 1964)
1,000 sharesMar. 2013
Director and Control and Accounting Officer ofAeon Co., Ltd.
Reelection
Feb. 2015
Regional Office Manager of Kitakanto andNiigata Company of AEON Retail Co., Ltd.
Feb. 2015
Director and Senior Managing Officer
Mar. 2017
Senior Managing Executive Officer
Mar. 2018
Temporarily transferred to the Company(Advisor)
May 2018
President and CEO (current position)
Conflicts of interest
There is no conflict of interest between Kazumasa Hamada and the Company.
Kazumasa Hamada was a Senior Managing Executive Officer at AEON Retail Co., Ltd., a subsidiary of the Company’s
parent company, for the past five years. This position is presented in his career summary.

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No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1979
Mar. 2005
Mar. 2009
May 2011

Joined JUSCO Co., Ltd.
Temporarily transferred to Mycal Corp.
Temporarily transferred to the Company
Director and Manager of Nishi Kinki Regional
OfficeIn charge of overseeing East Japan Regional
Office operations
Director and Managing Director
Director and Senior Managing Director in
charge of overseeing Regional Offices and East
Japan Regional Offices Operations
Director and Executive Vice President in chargeof overseeing Regional Offices and businessDirector and Executive Vice President in chargeof overseeing Regional Offices and materials
and vending machines business (current
position)

2,400 shares

Conflicts of interest
There is no conflict of interest between Nobuo Yamazato and the Company.
Apr. 1985
Joined The Dai-Ichi Kangyo Bank, Ltd.
(currently Mizuho Bank, Ltd.)
June 2012
Deputy General Manager of Finance Divisionof the Company
Jan. 2013
General Manager of Finance Division
Mar. 2014
General Manager of Finance Division and
Deputy Manager of Kansai Regional Office
May 2015
Director in charge of assisting overseeing
Yukio Furukawa
business management and General Manager of(July 12, 1961)
Finance Division
May 2016
Director and Managing Director
Reelection
May 2016
In charge of overseeing business management
and compliance and General Manager ofFinance Division
May 2018
Director and Senior Managing Director (current
position)
May 2018
In charge of overseeing business management
and compliance (current position)
June 2018
In charge of overseeing sales (current position)
Conflicts of interest
There is no conflict of interest between Yukio Furukawa and the Company.

5,600 shares

May 2015
Nobuo Yamazato(February 2, 1956)
3

May 2016
May 2017

Reelection
May 2018
Mar. 2019

4

Number of theCompany’s shares
owned

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Candidate
No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1996
Sept. 2006
Jan. 2009

Joined the Company
Manager of Strategy Department
Manager of International Department andManager of Steering Committee
Chairman of AEON DELIGHT (CHINA) CO.,LTD.
General Manager of International Departmentof the Company
Executive Officer in charge of China businessDirector and Executive Officer
Director and Managing Director (current
position)
In charge of Group Business Strategy andGeneral Manager of Group Business Strategy
Division and Manager of Strategy Department
and General Manager of Business Promotion
Department
In charge of overseeing Group Business
Strategy and Digital Solution and General
Manager of Group Business Strategy Division
and Manager of Strategy Department (current
position)

1,000 shares

Conflicts of interest
There is no conflict of interest between Motoyuki Shikata and the Company.
Apr. 1980
Joined the Company
Sept. 2006
Manager of Sales Department IV, SalesManagement Department I, Sales Division
June 2008
Manager of Sales Department III, Sales
Division
May 2010
Manager of Office for Promoting
Comprehensive FMS
Mar. 2011
General Manager of Sales Promotion Division
Hideyuki Mito
(July 19, 1961)
May 2012
Executive Officer and Manager of
Minamikanto Regional Office
Reelection
May 2015
In charge of overseeing West Japan Regional
Office operations
May 2016
Executive Officer in charge of overseeing WestJapan Regional Office operations
May 2017
Managing Officer in charge of operations
May 2018
Director
Mar. 2019
Director and Managing Director in charge ofoverseeing business (current position)
Conflicts of interest
There is no conflict of interest between Hideyuki Mito and the Company.

1,300 shares

May 2009
Sept. 2010

5

Motoyuki Shikata(November 20, 1973)

May 2012
May 2016
May 2018

Reelection

Oct. 2018

Mar. 2019

6

Number of theCompany’s shares
owned

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Candidate
No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1977
Feb. 2002

Joined JUSCO Co., Ltd.
Manager of Hanwa Business Department ofAeon Co., Ltd.
General Manager of AEON Delight Group
Sales Division
Director
Manager of Minamikanto Regional Office
In charge of overseeing East Japan Regional
OfficeDirector and Managing Officer
Director and Senior Managing Officer
In charge of overseeing business at the GroupIn charge of overseeing materials and vending
machines business
Managing Director
Director and Senior Managing Officer
Director (current position)

2,900 shares

Conflicts of interest
There is no conflict of interest between Tajiro Yashi and the Company.
Mar. 1978
Joined JUSCO Co., Ltd.
Dec. 1990
General Manager of Sales Division of SIAMJUSCO CO., LTD. (currently AEON
(Thailand) CO., LTD.)
Aug. 2009
Temporarily transferred to AEON Integrated
Business Service Co., Ltd.
Mar. 2013
Temporarily transferred to the Company (incharge of BPO business)
Hiroki Sadaoka
Mar. 2013
Chairman of AEON DELIGHT (Hangzhou)(June 1, 1953)
Services Outsourcing Co., Ltd.
May 2013
Executive Officer of the Company
Reelection
May 2013
In charge of overseeing IT businessMar. 2014
President of FMS Solution Co., Ltd.
May 2014
Director of the Company
May 2014
In charge of overseeing IT business andGeneral Manager of the IT Solution Division
May 2016
Director and Managing Director
Mar. 2019
Director (current position)
Conflicts of interest
There is no conflict of interest between Hiroki Sadaoka and the Company.

1,300 sharesMar. 2009

Tajiro Yashi(May 1, 1953)
7

Reelection

May 2010
Mar. 2011
Mar. 2012
May 2012
Mar. 2013
Mar. 2013
Mar. 2014
May 2014
May 2016
Mar. 2019

8

Number of theCompany’s shares
owned

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Candidate
No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1967
June 1993

9

Number of theCompany’s shares
ownedJoined Mitsui O.S.K. Lines, Ltd
Manager of Office of Secretary and Planning
Department
Feb. 1994
Manager of North America Department
June 1996
Director and General Manager of Liner
Department
Hiroyuki Sato
June 1998
Managing Director(January 9, 1944)
June 1999
Senior Managing Director and Senior
Managing Officer
3,000 shares
Reelection
June 2003
Deputy President and Deputy President
Candidate for outside Director
Executive Officer
Candidate for independent
June 2006
President of DAIBIRU CORPORATION
officerJune 2011
Adviser
May 2014
Director of the Company (current position)
Jan. 2016
Auditor of Hakuseisha CO., LTD. (current
position)
June 2018
President of Nagoya-Yokkaichi International
Port Corporation (current position)
Reasons for selection as candidates for outside Director
Hiroyuki Sato has a wealth of experience as a company executive and broad knowledge. The Company proposes hiselection as outside Director to utilize his sense of balance as a company executive and gain his guidance in improving
our corporate governance.
Conflicts of interest
There is no conflict of interest between Hiroyuki Sato and the Company.
Note: The Company has entered into an agreement with Hiroyuki Sato regarding liabilities under Article 423,
paragraph 1 of the Companies Act, to limit his liability for damages to the minimum liability amount stipulated
by laws and regulations, if he has acted in good faith and without gross negligence in performing his duties as
an outside Director. If his reelection is approved, the Company plans to renew this agreement with him. He iscurrently an outside Director of the Company, and at the conclusion of this meeting, his tenure will have been
five years.

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Candidate
No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1978

10

Number of theCompany’s shares
ownedJoined Matsushita Electric Industrial Co., Ltd.
(currently Panasonic Corporation)
Apr. 2003
Chief of PDP TV Business Unit, Imaging
Business Group of Panasonic AVC Network
Company
Apr. 2006
Director of Matsushita Electric Industrial Co.,Ltd.
Senior Vice President of PDP TV Business
Unit, Visual Products and Display Devices
Business Group of Panasonic AVC Networks
Company
June 2009
Director of Corporate Quality Administration
Masaaki Fujita
Division in charge of Corporate FF Customer(September 6, 1952)
Support & Management Division
2,400 shares
Reelection
Mar. 2010
In charge of Global Procurement and Director
Candidate for outside Directorof Corporate Procurement Division; in charge
Candidate for independentof Global Logistics and Director of Corporate
officer
Global Logistics Division; in charge of Trading
Company
Apr. 2011
Managing Executive Officer
Apr. 2014
Specially Appointed Professor of the IndustryUniversity Cooperative Center of Advanced
Education, Research Organization for the 21stCentury of Osaka Prefecture University
May 2015
Director of the Company (current position)
Apr. 2017
Specially Appointed Professor of Center ofAdvanced Education, Faculty of Liberal Arts
and Sciences of Osaka Prefecture University(current position)
Reasons for selection as candidates for outside Director
The Company proposes the election of Masaaki Fujita as outside Director to gain his accurate advice to the Company’s
Management of Technology based on his wealth of experience in quality and production control and to gain his
guidance in improving the Company’s management and corporate governance based on his managerial knowledge incrossing different kinds of business, the development of global business, and management as well as his humane
personnel development.
Conflicts of interest
There is no conflict of interest between Masaaki Fujita and the Company.
Note: The Company has entered into an agreement with Masaaki Fujita regarding liabilities under Article 423,
paragraph 1 of the Companies Act, to limit his liability for damages to the minimum liability amount stipulated
by laws and regulations, if he has acted in good faith and without gross negligence in performing his duties as
an outside Director. If his reelection is approved, the Company plans to renew this agreement with him. He iscurrently an outside Director of the Company, and at the conclusion of this meeting, his tenure will have beenfour years.

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Candidate
No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1974

11

Number of theCompany’s shares
ownedJoined the Ministry of Transport (General
Affairs Division of Civil Aviation Bureau)
Apr. 1983
Seconded to Geneva Office of Japan National
Tourism Organization (JNTO)
May 1988
First Secretary of Permanent Delegation ofJapan to the Organisation for Economic
Cooperation and Development (OECD)
Jan. 1991
Deputy Assistant Vice-Minister
July 2001
Deputy Director-General (Maritime Bureau &Ports and Harbours Bureau) of Minister’s
Secretariat of Ministry of Land, Infrastructure,
Transport and Tourism
Apr. 2003
Senior Vice President (Logistics & International
Division) of Japan Post
Yoshiaki Hompo
July 2007
Deputy Vice-Minister for Tourism Policy,(April 20, 1949)
Minister’s Secretariat of Ministry of Land,
Infrastructure, Transport and Tourism
400 shares
Reelection
Oct. 2008
Commissioner of Japan Tourism Agency
Candidate for outside Director
Apr. 2010
Professor of Tokyo Metropolitan University
Candidate for independent
Jan. 2014
Special Adviser of Japan Tourism Agency
officer(current position)
Nov. 2014
Adjunct Professor of Tokyo Institute ofTechnology
Apr. 2015
Research Professor of Tokyo Metropolitan
University
June 2015
Outside Director of THE KEIHIN CO., LTD.
(current position)
June 2016
Chief of UNWTO Regional Support Office for
Asia and the Pacific (current position)
Apr. 2017
Visiting Professor of Tokyo Institute ofTechnology (current position)
May 2017
Director of the Company (current position)
Apr. 2018
Visiting Professor at Tokyo Metropolitan
University (current position)
Reasons for selection as candidates for outside Director
Yoshiaki Hompo has extensive career and broad insight as the first Commissioner of Japan Tourism Agency and SeniorVice President of Japan Post in addition to overseas experience and administrative experience related to the Ministry ofTransport. Also, he has experience in the area of human resource development as an adjunct and research professor. The
Company judges he will contribute to the management of the Company, and proposes his election as outside Director.
Conflicts of interest
There is no conflict of interest between Yoshiaki Hompo and the Company.
Note: The Company has entered into an agreement with Yoshiaki Hompo regarding liabilities under Article 423,
paragraph 1 of the Companies Act, to limit his liability for damages to the minimum liability amount stipulated
by laws and regulations, if he has acted in good faith and without gross negligence in performing his duties as
an outside Director. If his reelection is approved, the Company plans to renew this agreement with him. He iscurrently an outside Director of the Company, and at the conclusion of this meeting, his tenure will have been
two years.

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