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
Date of issuance: May 2, 2024
Start date of measures for electronic provision: April 26, 2024
To our shareholders:Kazumasa Hamada, President
AEON DELIGHT CO., LTD.
2-3-2 Minamisemba, Chuo-ku, Osaka City, Osaka

Notice of the 51st Annual General Meeting of Shareholders
We are pleased to announce the 51st Annual General Meeting of Shareholders of AEON DELIGHT CO., LTD. (the“Company”), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (hereinafter, “matterssubject to measures for electronic provision”) in electronic format in accordance with laws and regulations and theprovisions of Article 14 of the Articles of Incorporation of the Company, and posts this information as “Notice of the
51st Annual General Meeting of Shareholders” on each of the websites below. Please access either of the websites
below to review the information.
The Company’s website: https://www.aeondelight.co.jp/english/ir/stock/meeting.html
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/9787/teiji/ (in Japanese)
In addition to posting matters subject to measures for electronic provision on the websites listed above, the Company
also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from thelatter website, access the TSE website (Listed Company Search) by using the URL shown below, enter the issuename (company name) “AEON DELIGHT” or securities code “9787,” and click “Search,” and then click “Basic
information” and select “Documents for public inspection/PR information,” and “Notice of the general meeting ofshareholders / Informational materials for the general meeting of shareholders.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
We also accept questions from shareholders over the Internet. Please refer to the notice on acceptance of questionsin advance for details.
If you are attending on the day of the meeting, please present the voting form to the receptionist.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via the Internet, etc. Please
review the Reference Documents for General Meeting of Shareholders, and exercise your voting rights by 6:00 p.m.
on Thursday, May 16, 2024 (JST).

-1-1. Date and Time: Friday, May 17, 2024, at 10:00 a.m. (JST)
2. Venue:
The banquet room “Tsuru,” Hotel Nikko Osaka (5th floor)
1-3-3 Nishi-Shinsaibashi, Chuo-ku, Osaka City, Osaka
There will be no gifts provided for the shareholders who attend this meeting.
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 51st fiscal year (from March 1, 2023
to February 29, 2024), and the results of audits of the Consolidated Financial Statements by the Financial
Auditors and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 51st fiscal year (from March 1, 2023 to February 29,
2024)
Matters to be resolved:
Proposal No. 1
Election of Eight Directors
Proposal No. 2
Election of One Audit & Supervisory Board Member
4. Exercise of Voting Rights
If you exercise your voting rights in writing (by postal mail) and do not indicate your approval or disapproval of
the proposals on the voting form, we will treat it as if you indicated your approval.
Please refer to Guide to Exercise of Voting Rights below.
If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before
and after the revisions will be posted on the Company’s website, the website for posted informational materials for the general meetingof shareholders, and the TSE website mentioned previously.

Guide to Exercise of Voting Rights
If you exercise your voting rights via the Internet, etc.
Please refer to the “Guide to Exercise of Voting Rights via the Internet, Etc.” and exercise your voting rights byaccessing the Smart Exercise website or the voting website (https://soukai.mizuho-tb.co.jp/) (in Japanese), and using
the “Voting Code” and “Password” indicated on the voting form. Please follow the instructions on the screen andenter your approval or disapproval of the proposals by 6:00 p.m. on Thursday, May 16, 2024 (JST).
* If you exercise your voting rights twice (in writing and via the Internet, etc.), we will treat your exercise of voting rights via theInternet, etc. as a valid exercise of your voting rights. If you exercise your voting rights more than once via the Internet, etc., the last
exercise will be treated as a valid exercise of your voting rights.

If you exercise your voting rights in writing
Please indicate your approval or disapproval of the proposals on the voting form and return it to arrive no later than
6:00 p.m. on Thursday, May 16, 2024 (JST).
If you attend on the day of the meeting
Please present the voting form to the receptionist (no seal is required).

-2-

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

Election of Eight Directors

At the conclusion of this meeting, the terms of office of all eight Directors will expire. In this regard, the Company
proposes the election of eight Directors.
In addition, all candidates for outside Director satisfy the requirements of an independent officer under the provisionsof 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 business executionof 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 have the personality and insight appropriate for being an outside Director.
2. The candidate shall subscribe to the Company’s management principles, code of conduct, etc.
3. The candidate shall have extensive experience as a chief executive officer or other corporate executive, or shallhave comparable experience, knowledge and insight.
4. The candidate shall be able to make judgments independently of the Company’s management.
5. The candidate shall be able to participate in most of the Company’s Board of Directors’ meetings.
[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 whom 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 conducts the Company’s audit(3) Executing Person of the Company’s principal creditors (creditors who have lent to the Group an amountthat exceeds 2% of the Group’s consolidated total assets)(4) Executing Person of the Company’s major vendors (vendors where the amount of Group transaction
exceeds 2% of their annual consolidated sales of the said vendors).
(5) Attorney at law, certified public accountant, certified public tax accountant or other consultant who receives
remuneration in the amount exceeding 10 million yen annually from the Group other than the director’s
remuneration.
(6) Executing Person of a nonprofit organization where donation from the Group exceeds 10 million yen andwhere the amount of such donation exceeds 2% of the organization’s total revenue.
(7) Spouse or a relative within the second degree of kinship of 1. and (1) through (6) above.

-3-

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
Mar. 1987

1

Number of theCompany’s shares
ownedJoined JUSCO Co., Ltd. (currently Aeon 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.
Mar. 2011
Executive Officer
Mar. 2013
Director and Control and Accounting Officer ofAeon Co., Ltd.
Feb. 2015
Regional Office Manager of Kitakanto andNiigata Company of AEON Retail Co., Ltd.
Feb. 2015
Director and Senior Managing Executive
Officer
Kazumasa Hamada(December 30, 1964)
Mar. 2017
Senior Managing Executive Officer
1,200 sharesMar. 2018
Temporarily transferred to the Company
Reelection(Advisor)
May 2018
President and CEO
Dec. 2018
President Commissioner of PT Sinar Jernih
Sarana (current position)
July 2019
President and CEO, and Group CEO of theCompany
Dec. 2019
President and CEO, Group CEO and General
Manager of Financial and Accounting Division(CFO)
Apr. 2020
President and CEO, and Group CEO (current
position)
July 2021
Director of AEON DELIGHT (CHINA) CO.,LTD. (current position)
Aug. 2023
Director of Aeon Delight (China) Service
Management Group Co., Ltd. (current position)
Reasons for selection as candidate for Director and roles expected to be performed
Kazumasa Hamada was an Executing Person at Aeon Co., Ltd., the Company’s parent company, and AEON Retail Co.,
Ltd., its subsidiary. He has served as President and CEO of the Company since May 2018, and has promoted the growthof the Group in this role. The Company judges that he can continue to contribute to sustainable growth and the increaseof corporate value by providing appropriate supervision of the Group’s overall management as a Director, and has
therefore selected him as a candidate for Director.
Conflicts of interest
There is no conflict of interest between Kazumasa Hamada and the Company.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company,
and significant concurrent positions outside the Company
Jan. 1999
June 2007

2

Number of theCompany’s shares
ownedJoined the Company
Manager, QMS Department, Crisis
Management & QMS Division
Mar. 2008
Manager, Cleaning Business Department,
Cleaning Business Division
Mar. 2010
General Manager, Cleaning Business Division
May 2016
Executive Officer and General Manager ofCleaning Business DivisionNov. 2018
Executive Officer and General Manager ofService Network Promotion Division
July 2019
Executive Officer and Manager of Kanto
Regional Office
Mar. 2020
Executive Officer in charge of overseeing East
Japan operations
Feb. 2021
Executive Officer in charge of overseeing
Marketing DX
Goro Miyamae
Mar. 2021
Managing Director in charge of overseeing(November 17, 1965)
1,200 shares
Marketing DX
May
2022
DirectorandManaging
DirectorinchargeofReelection
overseeing Marketing DX
Dec. 2022
Director and Managing Director in charge ofoverseeing China businessJan. 2023
Chairperson of Aeon Delight (Jiangsu)
Comprehensive Facility Management Service
Co., Ltd. (currently Aeon Delight (China)
Service Management Group Co., Ltd.) (current
position)Mar. 2023
Chairperson of AEON DELIGHT (CHINA)
CO., LTD. (current position)
Mar. 2023
Director and Senior Managing Executive
Officer of the Company in charge of overseeing
China businessMar. 2024
Director, Senior Managing Executive Officer,
and Chief Manager of Overseas Business(current position)
Reasons for selection as candidate for Director and roles expected to be performed
Goro Miyamae has served in the Company as a general manager and as an executive officer in charge of overseeing thecleaning business, a regional office, marketing, DX promotion and the China business. He has sufficient knowledge of
the Company’s operations, and has excellent ability for business judgment and execution as a Senior Managing Officer.
The Company judges that he is able to draw upon his experience and knowledge to supervise management execution asa Director and play an adequate role in deciding on important matters, and has therefore selected him as a candidate for
Director.
Conflicts of interest
There is no conflict of interest between Goro Miyamae and the Company.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1989

3

Number of theCompany’s shares
ownedJoined The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.)
Apr. 2014
General Manager of Investor Relations
Department of Mizuho Financial Group, Inc.
Apr. 2016
General Manager of Strategic Planning
Department of Mizuho Financial Group, Inc.
and Mizuho Bank, Ltd.
Apr. 2018
Project Team Manager of Overseas
Coordination Infrastructure Establishment
Project of Mizuho Bank, Ltd.
Apr. 2019
Senior Executive Officer,
General Manager of Global Corporate
Coordination Department of Mizuho Financial
Group, Inc. and Mizuho Bank, Ltd.
Apr. 2020
Senior Executive Officer,
Deputy Officer in Charge of Global Corporate
Company of Mizuho Financial Group, Inc.
Executive Officer,
Tetsuya Akutsu
Joint Division Manager of Global Corporate(March 21, 1967)
Division of Mizuho Bank, Ltd.
1,000 shares
May 2021
Managing Director, General Manager ofReelection
Financial and Accounting Division (CFO) of
the Company
May 2022
Director of AQTIA Inc.
May 2022
Director of PT Sinar Jernih Sarana (current
position)
May 2023
Director, Senior Managing Executive Officer,
General Manager of Financial and Accounting
Division (CFO) of the Company
May 2023
Director of Askmaintenance Co., Ltd. (current
position)Aug. 2023
Director of AEON DELIGHT (CHINA) CO.,LTD. (current position)
Aug. 2023
Director of Aeon Delight (China) Service
Management Group Co., Ltd. (current position)
Mar. 2024
Director, Senior Managing Executive Officer,
Chief Manager of Group Business
Management, and CFO of the Company(current position)
Reasons for selection as candidate for Director and roles expected to be performed
Tetsuya Akutsu has broad work experience as an officer and employee of Mizuho Financial Group and the Company inaddition to adequate knowledge related to the Company’s operations as the person responsible for financial
management of the Group, and has a high level of management judgment skills and management execution capability
as a Managing Executive Officer. The Company judges that he is able to draw upon his experience and knowledge tosupervise management execution as a Director and play an adequate role in deciding on important matters, and has
therefore selected him as a candidate for Director.
Conflicts of interest
There is no conflict of interest between Tetsuya Akutsu and the Company.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1982

4

Number of theCompany’s shares
ownedJoined Isejin Jusco Co., Ltd. (currently Aeon
Co., Ltd.)
Sept. 2003
General Manager of Administration Division of
Kanto Company of JUSCO Co., Ltd.
May 2006
Representative Director of AEON Financial
Project Co., Ltd. (currently, AEON Bank, Ltd.)
Sept. 2006
Director in charge of overseeing Human
Resources and General Affairs, and Public
Relation
Apr. 2008
Director and Managing Executive Officer incharge of Human Resources and General
Affairs
June 2012
Director, Senior Managing Executive Officer,and Head of Corporate Management DivisionNov. 2012
Director of AEON CREDIT SERVICE CO.,LTD. (currently, AEON Financial Service Co.,Ltd.)
Apr. 2014
Representative Director and Senior Managing
Executive Officer, Head of Sales Division ofHiroyuki Watanabe
AEON Bank, Ltd.
(July 17, 1958)
0 shares
Apr. 2015
President and Representative Director
Reelection
June 2017
Director and Executive Vice President of
AEON Financial Service Co., Ltd.
Sept. 2018
Executive Officer in charge of Human
Resources and Administration, Administration& Risk Management of Aeon Co., Ltd.
Oct. 2018
Director of AEON Financial Service Co., Ltd.
(current position)
May 2021
Director of the Company (current position)
Mar. 2022
Executive Vice President and Executive Officer
in charge of Human Resources andAdministration, Administration & Risk
Management of Aeon Co., Ltd.
June 2023
Director of Inageya Co., Ltd. (outside, current
position)Mar. 2024
Executive Vice President and Executive Officer
in charge of Human Resources and AEON
Living Zone Promotion, Administration & Risk
Management of Aeon Co., Ltd. (current
position)
Reasons for selection as candidate for Director and roles expected to be performed
Hiroyuki Watanabe, currently or in the past, is or was an Executing Person at Aeon Co., Ltd., the Company’s parent
company, and AEON Bank, Ltd. and AEON Financial Service Co., Ltd., its subsidiaries. The Company judges that he isable to draw upon the experience and knowledge he has accumulated in his career to supervise management execution
as a Director and play an adequate role in deciding on important matters, and has therefore selected him as a candidate
for Director.
Conflicts of interest
There is no conflict of interest between Hiroyuki Watanabe and the Company.

-7-

Candidate
No.

Name
(Date of birth)

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

5

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
July 2007
Deputy Vice-Minister for Tourism Policy,
Minister’s Secretariat of Ministry of Land,
Yoshiaki Hompo
Infrastructure, Transport and Tourism(April 20, 1949)
Oct. 2008
Commissioner of Japan Tourism Agency
Apr. 2010
Professor of Tokyo Metropolitan University
2,300 shares
Reelection
Jan. 2014
Special Adviser of Japan Tourism Agency
Candidate for outside Director
Nov. 2014
Adjunct Professor of Tokyo Institute ofCandidate for independent
Technology
officer
Apr. 2015
Research Professor of Tokyo Metropolitan
University
June 2015
Director of THE KEIHIN CO., LTD. (outside,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
May 2017
Director of the Company (outside, current
position)
Apr. 2018
Visiting Professor at Tokyo Metropolitan
University
Aug. 2021
Director and Chairman of Tobu Top Tours Co.,Ltd.
June 2023
Advisor of TOBU RAILWAY CO., LTD.
(current position)
Reasons for selection as candidate for outside Director and roles expected to be performed
Yoshiaki Hompo has an extensive career and broad insight as the first Commissioner of Japan Tourism Agency and as
Senior Vice President of Japan Post, in addition to overseas experience and administrative experience related to the
Ministry of Transport. He also has experience in the area of human resource development as a specially-appointed
professor at universities. The Company judges that through such experience, he can continue to supervise management
execution as a Director by contributing to improve the Company’s management and corporate governance, and play anadequate role in deciding on important matters, and has therefore selected him as a candidate for 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
seven years.

-8-Candidate
No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1973
June 2004

6

Number of theCompany’s shares
ownedJoined Nippon Sheet Glass Co., Ltd.
Corporate Officer, General Manager ofInformation & Telecommunication Device
Division, and Plant Manager of Sagamihara
Plant
Jan. 2008
Corporate Officer and General Manager of IT
Business Unit
June 2008
Director, Executive Officer, and Head of
Keiji Yoshikawa
Specialty Glass Worldwide(July 6, 1950)
Feb. 2012
Director, Representative Executive Officer, andExecutive Vice President and CPMO (Chief
1,000 shares
Reelection
Project Management Officer)
Candidate for outside Director
Apr. 2012
Director, Representative Executive Officer, andCandidate for independent
President and CEO
officerJune 2015
AdvisorJune 2018
Director of Kansai Paint Co., Ltd. (outside,current position)
May 2021
Director of the Company (outside, current
position)
June 2021
Director and Member of the Audit andSupervisory Committee of Fujikura Ltd.
(outside, current position)
Reasons for selection as candidate for outside Director and roles expected to be performed
Keiji Yoshikawa has management experience as the representative executive officer and president and CEO of acompany listed on the first section (currently Prime Market) of the Tokyo Stock Exchange, as well as experience as the
top of a global corporation based in Japan. The Company therefore judges that he is able to continue to supervise
management execution as a Director by contributing to improve the Company’s management and corporate governance,
not only in the Company’s domestic business but also its overseas business management, and play an adequate role indeciding on important matters, and has therefore selected him as a candidate for outside Director.
Conflicts of interest
There is no conflict of interest between Keiji Yoshikawa and the Company.
Note: The Company has entered into an agreement with Keiji Yoshikawa 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
three years.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1987
Jan. 1988
Apr. 2002

7

Number of theCompany’s shares
ownedJoined E.F. Hutton & CO., Inc.
Joined Morgan Stanley Japan Limited
Lecturer of Faculty of Business Administration,
Takachiho University
Apr. 2003
Assistant Professor of Faculty of Business
Administration
Apr. 2008
Associate Professor of Hosei Business School
Asako Takada
of Innovation Management(March 20, 1964)
Apr. 2011
Professor of Hosei Business School of
Innovation Management (current position)
400 shares
Reelection
Sept. 2015
Director of Global MBA Program, Hosei
Candidate for outside Director
Business School of Innovation Management
Candidate for independent(current position)
officer
Apr. 2021
General Manager of Recurrent Education
Office of Hosei University (current position)
May 2021
Director of the Company (outside, current
position)
Apr. 2022
Assistant to President, Advisor on regrowth of
The Asahi Shimbun Company (current
position)
Reasons for selection as candidate for outside Director and roles expected to be performed
Asako Takada has insight and knowledge in the areas of organization theory and innovation, which are her research
fields as a university professor. The Company judges that she is able to continue to supervise management execution asa Director by drawing on these attributes to contribute to promote organizational culture reforms for improving theCompany’s corporate value, improving the Company’s corporate governance, and promoting diversity, and play anadequate role in deciding on important matters, and has therefore selected her as a candidate for outside Director.
Conflicts of interest
There is no conflict of interest between Asako Takada and the Company.
Note: The Company has entered into an agreement with Asako Takada regarding liabilities under Article 423,
paragraph 1 of the Companies Act, to limit her liability for damages to the minimum liability amount stipulated
by laws and regulations, if she has acted in good faith and without gross negligence in performing her duties as
an outside Director. If her reelection is approved, the Company plans to renew this agreement with her. She iscurrently an outside Director of the Company, and at the conclusion of this meeting, her tenure will have been
three years.

- 10 -

Candidate
No.

Name
(Date of birth)

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

Number of theCompany’s shares
owned

Apr. 1980
July 1990

8

Joined Japan Gasoline Co., Ltd.
Joined Sanwa Research Institute Corp.
(currently Mitsubishi UFJ Research andConsulting Co., Ltd.)
Aug. 1992
Joined JGC Information Systems Co., Ltd.
Nov. 1997
Joined CAC Co., Ltd. (currently CAC Holdings
Corporation)
Mar. 2000
Executive Officer and General Manager ofToshio Shimada
Corporate Planning Department(June 4, 1957)
Mar. 2002
Director and Senior Vice President of Corporate
Planning Department
0 shares
Reelection
Candidate for outside Director July 2003
Managing Director and Senior Vice President
Candidate for independentof Corporate Division
officerMar. 2004
President and CEO
Jan. 2011
Representative Director and Chairman
Mar. 2015
Chairman and Director
Mar. 2019
Special Advisor (current position)
June 2021
Director of Bandai Namco Holdings Inc.
(outside, current position)
May 2023
Director of the Company (outside, current
position)
Reasons for selection as candidate for outside Director and roles expected to be performed
Toshio Shimada has served in the corporate planning department of an IT company and as its representative director,
and possesses experience and insight in corporate management as well as broad knowledge and insight related to digitaltechnology. The Company judges that he is able to draw upon his experience and knowledge to contribute to theCompany’s promotion of DX and supervise management execution as a Director and play an adequate role in deciding
on important matters, and has therefore selected him as a candidate for outside Director.
Conflicts of interest
There is no conflict of interest between Toshio Shimada and the Company.
Note: The Company has entered into an agreement with Toshio Shimada 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
one year.

Summary of Directors and Officers Liability Insurance Policy
In accordance with Article 430-3, paragraph 1 of the Companies Act, the Company has entered into a directors and officers liability
insurance policy in which the Directors are insureds. The policy will cover loss incurred when an insured assumes responsibility for the
performance of their duties or receives a claim related to the pursuit of such responsibility. However, loss, etc. resulting from criminal
acts and intentional violations of the law by the Directors themselves are not covered. When the candidates assume their offices as
Directors, they will be insureds under the insurance policy. The full amount of the insurance premiums is borne by the Company, and at
the time of the next renewal, the Company plans to renew the policy with the same content.

- 11 -

Proposal No. 2

Election of One Audit & Supervisory Board Member

Audit & Supervisory Board Member Tsukasa Takahashi will resign at the conclusion of this meeting. Therefore, theCompany proposes the election of one Audit & Supervisory Board Member as his replacement. If the election of thecandidate for Audit & Supervisory Board Member Kiyonori Suzuki as the replacement is approved as per this
proposal, as provided for under Article 28, paragraph 2 of the Company’s Articles of Incorporation, his term of officeshall be until the conclusion of the 52nd Annual General Meeting of Shareholders, which is the expiration date of theterm of office of the resigning Audit & Supervisory Board Member Tsukasa Takahashi.
The candidate for outside Audit & Supervisory Board Member satisfies the requirements of an independent officer
under the provisions of the Tokyo Stock Exchange. In addition, the consent of the Audit & Supervisory Board has
been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, position in the Company, and significant concurrent
positions outside the Company

Number of theCompany’s shares
ownedJoined The Dai-Ichi Kangyo Bank, Limited(currently Mizuho Bank, Ltd.)May 2005
Takanawadai Branch Manager and Takanawadai
Ekimae Branch Manager of Mizuho Bank, Ltd.
0 shares
New election
Apr. 2008
Examiner of Corporate Examination Department 2
Candidate for outside Audit &Apr. 2012
General Manager of Semba Corporate Department ofSupervisory Board Member
Semba Branch
Candidate for independent officer
June 2015
Managing Director of Mizuho Capital Co., Ltd.
Reasons for selection as candidate for outside Audit & Supervisory Board Member
Kiyonori Suzuki had held key positions in Mizuho Bank, Ltd. The Company judges that he will contribute to the further
enhancement of the Company’s audit operations as he has abundant experience and deep knowledge acquired through his career aswell as experience serving as a Director at Mizuho Capital Co., Ltd., and has therefore selected him as a candidate for outside Audit& Supervisory Board Member.
Conflicts of interest
There is no conflict of interest between Kiyonori Suzuki and the Company.
Note: If the election of Kiyonori Suzuki is approved, the Company plans to enter into an agreement with him regarding liabilities
under Article 423, paragraph 1 of the Companies Act, to limit his liability for damages to the minimum liability amountstipulated by laws and regulations, if he has acted in good faith and without gross negligence in performing his duties as an
outside Audit & Supervisory Board Member.
Kiyonori Suzuki(March 3, 1965)

Apr. 1987

Summary of Directors and Officers Liability Insurance Policy
In accordance with Article 430-3, paragraph 1 of the Companies Act, the Company has entered into a directors and officers liability
insurance policy in which the Audit & Supervisory Board Members are insureds. The policy will cover loss incurred when an insured
assumes responsibility for the performance of their duties or receives a claim related to the pursuit of such responsibility. However, loss,
etc. resulting from criminal acts and intentional violations of the law by the Audit & Supervisory Board Members themselves are notcovered. When the candidate assumes his office as outside Audit & Supervisory Board Member, he will be an insured under the insurance
policy. The full amount of the insurance premiums is borne by the Company, and at the time of the next renewal, the Company plans torenew the policy with the same content.

- 12 -

3. Matters related to Share Subscription Rights (As of February 29, 2024)
Share Subscription Rights (Stock compensation-type stock options)
The following is the status of the share subscription rights that were issued as compensation for the execution ofduties owned by the Company’s Directors excluding outside Directors as of the end of the fiscal year.

Issues of stock options(Issuance resolution date)
No. 13 share subscription
rights(May 11, 2020)
No. 14 share subscription
rights(May 10, 2021)
No. 15 share subscription
rights(May 10, 2022)
No. 16 share subscription
rights(May 10, 2023)

Number of
persons
holding therightsAmount ofcapitalcontributed
upon exercise

Exercise period

Number of
share
subscription
rightsNumber ofsharessubject to therightsJune 10, 2020 toJune 10, 2035

60

6,000 shares

1

2,738 yen per
share

0.5 yen per
share

June 10, 2021 toJune 10, 2036

92

9,200 shares

22,823 yen per
share

0.5 yen per
share

June 10, 2022 toJune 10, 203753

5,300 shares

22,379 yen per
share

0.5 yen per
share

June 10, 2023 toJune 10, 203853

5,300 shares

3

2,460 yen per
share

0.5 yen per
share

Issuing price

Conditions for exercising share subscription rights (same for all issues)
1.

For the issuance of shares resulting from exercise of the share subscription rights, capitalization shall not be conducted if treasury
stocks are appropriated for this purpose.

2. Conditions for exercising share subscription rights(1) The person receiving the share subscription rights must be a Director or Audit & Supervisory Board Member of the Company atthe time of exercise of the rights. However, even a person who resigned as a Director or Audit & Supervisory Board Member of
the Company may exercise the rights only within five years from the date of the resignation.
(2)

Note:

When exercising share subscription rights, the Director or Audit & Supervisory Board Member must exercise the entire numberof the rights in his/her possession and may not exercise them in installments.
Share options are not granted to outside Directors.

- 13 -

6. Systems for Ensuring Fair Business Transactions and Operation Status of the System(1) Overview of decisions on the systems for ensuring fair business transactions
On May 19, 2023, the Board of Directors adopted a resolution on the basic policy related to systems for ensuringthat Directors execute their duties in compliance with laws and regulations and with the Company’s Articles ofIncorporation and for ensuring just and fair execution of business operations of the Company. The resolution is
as follows:(i)

The system to ensure that the execution of duties by its Directors and employees complies with laws andregulations and with the Company’s Articles of Incorporation (compliance system)• In addition to complying with laws and regulations and with its Articles of Incorporation, the Company
always adheres to its Management Principles and Code of Conduct and acts with high ethical standards.
• The Company will implement a system to ensure that the execution of duties by its Directors and employees
complies with laws and regulations and with its Articles of Incorporation, as follows:(a) The Board of Directors will make decisions on matters of importance as prescribed by the Board of
Directors rules and standards on deliberations as well as provide oversight over the execution of theCompany’s business operations. Directors will mutually exercise checks and balances within the
Board and will ensure that decisions of the Board and the Company’s execution of its business comply
with laws and regulations and with its Articles of Incorporation;(b) The Board of Directors will appoint an officer in charge of compliance, and the Group ComplianceDepartment will be under this officer’s control. The officer in charge of compliance and the Group
Compliance Department will be responsible for ensuring that the Company and its subsidiaries(hereinafter referred to as the “Group”) implement necessary measures to strengthen compliance;(c) The Company’s Group Compliance Department will appoint compliance committee members who
do not concurrently serve as Directors or officers at Group companies. Under the Company’s Group
Governance Division Manager, it will evaluate the appropriateness of their activities and nominate
and dismiss committee members;(d) The Company will require all employees to adhere to laws, regulations, company rules, etc. in the
Company’s working rules and will organize compliance training periodically or whenever necessary
to raise Directors’ and employees’ compliance awareness;(e) The Company will establish a whistleblower system to ensure early detection and remedy of
inappropriate corporate activities and prevent similar incidents from happening again;(f) The Group Corporate Audit Department, as an internal audit department, will examine and assess theeffectiveness of the compliance system; and(g) The Audit & Supervisory Board Members and the Audit & Supervisory Board will, if they recognize
problems in the system of compliance with laws and regulations and the Articles of Incorporation,
request the Board of Directors to implement measures to remedy such problems.

(ii) The system for preservation of information related to execution of duties by the Directors (information
preservation system)• The Company will implement a system to appropriately store and preserve documents such as the minutesof the general meetings of shareholders and of the Board of Directors, the preservation of which is astatutory requirement, and other important information, as follows:(a) In accordance with laws and regulations as well as the internal regulations on document management
and other internal regulations, the Company will appropriately store and preserve important
documents and electromagnetic digital media relating to execution of business by its Directors;(b) The Company will respond immediately to requests from Directors and Audit & Supervisory Board
Members to examine those documents and media; and(c) The Company will manage information appropriately in accordance with internal regulations,
including regulations on information security management and on protection of personal information,and review such regulations from time to time.

- 14 -

(iii) The regulations and systems for management of risk of loss (risk management system)• The Company will implement a system to make necessary decisions and take necessary steps in response
to various risks that may arise during the course of business activities, as follows:(a) As for risk management during the normal course of business, risk management departments, assigned
for each risk, will manage risk to prevent risk-related incidents and reduce loss;(b) The Risk Management Committee, with the Group Internal Control Department serving as its
secretariat, will summarize significant risks identified by the Committee, the results of risk assessment
and analysis performed by each department in charge of risk management as well as the proposed
countermeasures, and periodically report its findings to the Board of Directors. In addition, eachcompany of the Group has the person in charge of risk management who will identify the status ofmanagement of its significant risks and report to the Chief Risk Management Officer of the Company.
If risk becomes actualized and substantial damage can be expected, Directors must promptly report itto the Audit & Supervisory Board Members;(c) In times of emergencies, the Disaster Response Headquarters will be established, with the President
acting as the head, to enable quicker decision-making and execution than during normal times. In
addition, it will prepare the basic regulations and manuals for business continuity in times of crisis(BCP basic regulations), BCP detailed regulations, disaster recovery handbook, etc., periodicallyrevise regulations and manuals, and plan and conduct disaster drills; and(d) The Group Corporate Audit Department will evaluate the effectiveness of risk management throughaudits of the departments in charge of risk.
• The Company, with its commitment to quality of its operations as a way to embody “creation ofenvironmental value” enshrined in its Management Principle, will implement a system for maintaining andimproving quality so as to continue to prove popular with customers, as follows:(a) The Company will establish an Integrated Manual on Quality and Environment and review its
contents as needed.
(b) To ensure that operations are conducted based on such regulations and manuals on quality standards,
the Company will provide qualification education for ISO internal audits to all area and site managers.
Staffs who are certified for ISO internal audits will conduct mutual audits to measure the effectivenessof ISO internal audits.
(iv) The system for ensuring that Directors are executing their duties efficiently (system to ensure efficiency)• The Company will implement a system to ensure that Directors are executing their duties with efficiency,
as follows:(a) The Company will set out the rules of the Board of Directors and identify those issues that require aresolution of the Board, those issues that require discussion of the Board, and those issues that must
be reported to the Board. As for other issues before the Board, the Company will demarcate decisionmaking authority based on regulations on decision-making and on responsibilities and authority of
the Directors. It will also set out clearly the division of labor for executing business operations within
the organization and the boundaries of jobs and responsibilities;(b) The Board of Directors will ensure that sufficient deliberation is made for decisions on importantmanagement issues and for overseeing management and execution of business operations. In addition,
the Company will promote efficiency in the execution of business operations by implementing theexecutive officer system. At the same time, the Company will promote efficient management of theGroup through deliberative bodies such as the Management Committee, Branch Management
Committee, and presidents’ meetings of the AEON delight Group;(c) The Company has put in place a system that ensures the efficiency of management by including
multiple independent outside Directors on the Board of Directors to examine the proposals of the
management team from multiple angles and carry out effective supervision of the Directors, while
supporting swift and decisive decision making. To supervise the fairness of the execution of duties
and evaluate the appropriateness of such execution, the Board of Directors has established theNomination and Compensation Advisory Committee and the Evaluation Advisory Committee
composed of independent outside Directors as voluntary advisory committees.
(d) The basic concepts of the Company’s corporate governance, which have been outlined above, will be
set down in writing and disclosed in AEON delight Corporate Governance Guidelines.
- 15 -

(v)The system to ensure fair business transactions within the corporate group consisting of the Company, its
parent company and subsidiaries (internal control within the corporate group)• Measures will be implemented for transactions between AEON delight and its parent company AEON Co.,
Ltd., AEON Group companies, or AEON delight and its subsidiaries to prevent conflicts of interest and toensure fair transactions.
• Significant transactions in conflict of interest between controlling shareholders and minority shareholders
will be deliberated and examined in a special committee composed of independent outside Directors.
• The Group will implement a system for sharing its basic principles and reinforcing internal control within
the Group, as follows:(a) The Company has set down the basic framework for governance of subsidiaries by parent companies
in the regulations on management of affiliated companies and the regulations on responsibilities andauthority in each Group company, including provisions on matters that subsidiaries must report to theparent company and maters requiring prior approval of the parent company. The Company will also
dispatch its Directors and Audit & Supervisory Board Members to its subsidiaries to supervise
management of the subsidiaries;(b) In addition to receiving monthly performance reports from its subsidiaries, the Company will organize
meetings of the Domestic Group companies, meetings of Chinese Group companies, and meetings of
ASEAN Group companies, all of which include the Company’s Directors and the Presidents ofsubsidiaries as members. Through these, the Company will take stock of the performance of its
subsidiaries and establish individual growth strategies, budget performance management, and internal
control systems as a part of Group governance;(c) The Group will operate its compliance and whistleblower system under a common, unified framework.
The Company will conduct annual compliance training for Directors and employees of the Group tofoster compliance awareness. The Group Compliance Department will work with the Compliance
Committee members appointed for each Group company to carry out activities that raise complianceawareness among the management and employees of each company. In addition, the Company will
ensure that all employees are aware of the Group’s whistleblower system and will operate it
independently of the management of each Group company;(d) As for internal control related to financial reporting, risk management, and internal audits, the Groupwill have basic policies implemented across the Group. On the other hand, it will also consider thenature, scope and complexity of the businesses of its subsidiaries so that it can determine the reportingand management systems of each of its subsidiaries; and(e) The Group Corporate Audit Department will regularly inspect the subsidiaries. In conducting business
operation audits, the Group Corporate Audit Department will place under close scrutiny thosesubsidiaries that are considered high risk in light of past performance audits and whistleblower
incidents.

(vi) Matters related to employees assisting the Audit & Supervisory Board Members (assignment of audit &supervisory board member staff)• If requested by the Audit & Supervisory Board Members, the Company will assign employees to work
exclusively for the Audit & Supervisory Board Members as assistants.
• Such employees will follow the instructions of the Audit & Supervisory Board Members and assist theirwork.
(vii) Matters related to the independence of employees assisting the Audit & Supervisory Board Members fromthe Directors (independence of audit & supervisory board member staff)• The Company must obtain prior approval of full-time Audit & Supervisory Board Members or of the Audit& Supervisory Board on matters related to the employment, selection, transfer, and other personnel
decisions related to the employees assisting the Audit & Supervisory Board Members. Full-time Audit &Supervisory Board Members will perform the performance evaluation of such employees.
• The Company must obtain prior approval of full-time Audit & Supervisory Board Members or of the Audit& Supervisory Board before initiating disciplinary action against employees working in the Audit Office.

- 16 -

(viii) The System for enabling Directors and employees to report to the Audit & Supervisory Board Members
and other matters related to making reports to the Audit & Supervisory Board Members(Audit & Supervisory Board Member reporting system)• The Directors and employees of the Group must report immediately to the Audit & Supervisory Board
Members or the Audit & Supervisory Board if they discover or come to have knowledge of any fact thatwill have a significant impact on the Group’s business or business performance, or if they discover or cometo have knowledge of any breach of laws and regulations or other compliance-related issues.
• The Group Corporate Audit Department and Group Compliance Department will regularly report thestatuses of internal audits, compliance, and risk management of the Group to the Audit & Supervisory
Board Members of the Company.
• The Audit & Supervisory Board Members may attend the Board of Directors meetings and other important
meetings related to the management of the Company’s business and freely express their views.
• The Group Compliance Department will be the office responsible for the Group’s whistleblower system.
The Audit & Supervisory Board Members will, periodically or whenever necessary, receive reports fromthe office on the status of whistleblower reports made by the Group’s Directors and employees through thewhistleblower system.
• The Company prohibits anyone from unfavorably treating or taking retaliatory action against any Director
or employee of the Group or any user of the whistleblower system for having made a report to an Audit &Supervisory Board Member or for having used the whistleblower system. The Company will ensure that
Directors and employees of the Group are made fully aware of this prohibition.
(ix) Other systems for ensuring that the Audit & Supervisory Board Members can execute their duties
effectively (system for ensuring effective audit by Audit & Supervisory Board Members)• The Company will implement a system to ensure that the Audit & Supervisory Board Members can conduct
their audits effectively, as follows:(a) The President has regular meetings with Audit & Supervisory Board Members at the request of the
Audit & Supervisory Board and full-time Audit & Supervisory Board Members, and exchanges views
on issues that need to be dealt with and other important issues pertaining to the audit. In addition, theoutside Directors regularly attend the Audit & Supervisory Board meetings to exchange views formutual understanding.
(b) The Group Corporate Audit Department reports to Audit & Supervisory Board Members on the stateof implementation of internal audits and closely coordinates such as by exchanging opinions in asystem contributing to the effective implementation of audit operations.
(c) If requested by the Audit & Supervisory Board Members to make a report or submit related documents
and other materials on matters within the remit of the Audit & Supervisory Board Members, theDirectors and employees of the Group will comply with the request promptly and in good faith.
• The Company will meet reasonable requests made by the Audit & Supervisory Board Members forpayment of expenses required for execution of their duties, as follows:(a) If requested by the Audit & Supervisory Board Members to make advance payment of costs related
to execution of their duties pursuant to the provisions of the Companies Act, Article 388, the Company
will promptly settle such expenses or debt; and(b) The Company will allocate a certain amount of budget in advance for expenses that the Company
deems necessary for the Audit & Supervisory Board Members to execute their duties. Contingencies
paid by the Audit & Supervisory Board Members will be settled afterward based on a claim made by
the Audit & Supervisory Board Members.
(x) System for eliminating anti-social forces• The Company will sever any and all ties with anti-social forces. If unfair claims are made against theCompany by anti-social forces, the Company will work with specialist outside organizations to take legal
steps as an organization.
• If it comes to light that a business partner of the Company is an anti-social force, has business dealings
with anti-social forces, or has resorted to violent and intimidating anti-social behavior, the Company will
immediately rescind all transactions and agreements with such business partner.

- 17 -

• The Company will appoint the Group Legal Affairs Department to handle requests from anti-social forces,
actively collect information from external organizations, and strive to eliminate anti-social forces.
(xi) Internal control system for financial reporting• The Company will set out the Regulations on Internal Control Related to Financial Reporting based on the
Company’s internal control and reporting system. The Company will work towards ensuring the accuracy
and reliability of financial reporting of the Group through education, supervision, and evaluation.
(2) Systems for ensuring fair business transactions and operation status of the system
The Company is implementing and operating the internal control system based on the Basic Policy on the Internal
Control System mentioned above. The following is an overview of the operational status of the system to ensure
fair business transactions of the Company for the current fiscal year.
(i)
•

•

•

•

•

•

The system to ensure that the execution of duties by its Directors and employees complies with laws andregulations and with the Company’s Articles of Incorporation (compliance system)
The Company has set out the rules of the Board of Directors and other internal regulations and appointed
an officer in charge of compliance to ensure that Directors act in compliance with laws, regulations, and
the Articles of Incorporation. The Board of Directors has held 18 meetings and one written resolution in
the current fiscal year to deliberate each proposal and supervise the execution of business operations.
Moreover, the Company is also providing officer compliance training to Directors and Executive Officersof the Company.
The officer in charge of compliance has been appointed the Officer of Operation Control in compliance,
and the Group Compliance Department is under this officer’s control. The officer in charge of complianceand the Group Compliance Department implement measures necessary to strengthen compliance of theGroup and regularly report the status of those measures to the Board of Directors.
The Basic Regulations on AEON delight Group Compliance have been set out, and the officer anddepartment in charge of compliance have been appointed for each organization including Group companies
to raise compliance awareness across the Group.
The Company requires all employees to adhere to laws, regulations, company rules, etc. in the Company’s
working rules and has distributed the booklet entitled Compliance Basics 2021 to raise employees’compliance awareness as an effort in the AEON Group as a whole.
The Company has established a whistleblower system to ensure early detection and remedy of
inappropriate corporate activities and prevent similar incidents from happening again. The Group
Compliance Department, as the office to accept whistleblower reports, regularly makes reports on the statusof whistleblower reports to the Board of Directors.
In addition to the whistleblower system within the Company, an office to accept whistleblower reports for
the Group as a whole has also been established at an external attorney’s office.
The Group Corporate Audit Department, as an internal audit department, examines and assesses theeffectiveness of the compliance system, and regularly reports the findings to the Board of Directors.

(ii)

The system for preservation of information related to execution of duties by the Directors (information
preservation system)• For the minutes of the general meetings of shareholders, the minutes of the Board of Directors, and otherlegal documents as well as documents and information relating to execution of important duties, theCompany has set out the internal regulations on document management, AEON delight Group regulations
on information security management, AEON delight Group regulations on protection of personal
information, and other necessary regulations, and established a system to appropriately store and preserve
information in accordance with those regulations. In addition, the Company has implemented a system torespond immediately to requests from Directors and Audit & Supervisory Board Members to examine those
documents and media.

(iii) The regulations and systems for management of risk of loss (risk management system)• For risk management during the normal course of business, the Company has assigned departments incharge of each risk to prevent risk-related incidents and reduce losses. In addition, the Company has- 18 -

prepared the Basic Regulations for Business Continuity in Times of Crisis (BCP Basic Regulations), theBCP Detailed Regulations, and other regulations, as well as manuals including the Disaster Recovery
Handbook, and plans and conducts disaster response drills in order to prepare for responses in case ofdisaster. A head office disaster countermeasures headquarters and an on-site disaster countermeasures
headquarters are established in the event of a large-scale disaster, swiftly making decisions aimed atbusiness continuity, providing local support, and conducting restoration activities. For risks that may arise
in terms of corporate management and business, meetings of the Risk Management Committee, with theGroup Internal Control Department serving as its secretariat, shall be held to examine risk analysis andcountermeasures, verify the risk scenarios of each Group company, and periodically report the findings to
the Board of Directors. The Group Corporate Audit Department evaluates the effectiveness of risk
management through audits of the departments responsible for risk.
• The Company has established the Integrated Manual on Quality and Environment for the maintenance andimprovement of the quality of its operations. In addition, to ensure that operations are conducted based on
the Integrated Manual on Quality and Environment, the Company is providing qualification education for
ISO internal audits focused on all site managers, and ISO internal auditors perform ISO internal audits(mutual audits with site managers as internal auditors) once per year, in order to measure the effectivenessof such audits.
(iv) The system for ensuring that Directors are executing their duties efficiently (system to ensure efficiency)• The Company has set out the rules of the Board of Directors and identified those issues that require theresolution of the Board, those that require discussion and those issues that must be reported to the Board.
As for other issues before the Board, the Company has demarcated decision-making authority based on
regulations on decision-making and on responsibilities and authority of the Directors. It has also set out
clearly the division of labor for executing business operations within the organization and the boundaries
of jobs and responsibilities.
• Through the appointment of four independent outside Directors out of the eight Directors in total, theCompany has put in place a system that ensures the efficiency of management by examining the proposalsof the management team from multiple angles and carrying out effective supervision of the Directors, while
supporting swift and decisive decision making.
• By clearly separating the supervisory functions of the Directors from those of the Executive Officers
through the introduction of the executive officer system, the Board of Directors is able to focus on important
decisions and supervisory functions, such as setting the management framework.
• To supervise the fairness of the execution of duties and evaluate the appropriateness of such execution, theBoard of Directors has established the Nomination and Compensation Advisory Committee and the
Evaluation Advisory Committee with a majority composed of independent outside Directors and chaired
by independent outside Directors as voluntary advisory committees.
• The Management Committee has been established as an organ for prior discussion of matters to besubmitted to the Board of Directors (mainly matters for resolution). On the execution side, the content (costeffectiveness, risk, etc.) is adequately examined to review the content and organize topics for discussion,and the system ensures rational decisions and active deliberation in the Board of Directors.
• Members of the Board of Directors (mainly outside Directors and outside Audit & Supervisory Board
Members) are provided with explanations of the content of items to be presented to the Board of Directors
in advance to provide them with the necessary information. The system ensures the improvement ofeffectiveness and efficiency of the Board of Directors by establishing a system for outside Directors andoutside Audit & Supervisory Board Members to obtain information.
• The basic concepts of corporate governance have been set down in writing and disclosed in AEON delight
Corporate Governance Guidelines.
(v)

The system to ensure fair business transactions within the corporate group consisting of the Company, its
parent company and subsidiaries (internal control within the corporate group)• Measures have been implemented for transactions between AEON delight and any of AEON Co., Ltd.,AEON Group companies, or AEON delight subsidiaries to prevent conflicts of interest and to ensure fairtransactions through deliberation based on the rules of the Board of Directors and the regulations on
responsibilities and authority of the Directors.
- 19 -

• The Company has established a special committee to deliberate and examine significant transactions inconflict of interest between controlling shareholders and minority shareholders. The committee iscomposed of independent outside Directors, providing a system ensuring independence from controllingshareholders and performing highly effective supervision.
• The Company has set down matters that subsidiaries must report to the parent company and mattersrequiring prior approval of the parent company in the regulations on management of affiliated companies
and the regulations on responsibilities and authority in each Group company, and set out the basic
framework for governance of subsidiaries by parent companies. The Company also generally dispatches
its Directors and Audit & Supervisory Board Members to its subsidiaries to supervise management of thesubsidiaries.
• In addition to receiving monthly performance reports from its subsidiaries, the Company has organizedmeetings of the Domestic Group companies, meetings of Chinese Group companies, and meetings of
ASEAN Group companies, all of which include the Company’s full-time Directors and the Presidents ofsubsidiaries as members. Through these, the Company is taking stock of the performance of its subsidiaries,and establishing individual growth strategies, budget performance management, and internal control
systems as a part of Group governance.
• The Group is operating its compliance and whistleblower system under a common, unified framework. In
the current fiscal year, the Company provided officer compliance training to the Presidents of subsidiaries
and general compliance training to ordinary employees, and distributed educational content to all the staff
every month to foster compliance awareness.
• The Group has established a system for the corporate departments of the Group headquarters to directly
manage and guide subsidiaries concerning specialized areas in order to further strengthen groupmanagement.
• For risk management for subsidiaries, the Group has developed a system where the Group Internal Control
Department requests each company to submit a monthly risk report to verify the status of their risk
management.
• The Company has implemented a system where the Group Corporate Audit Department regularly inspects
the subsidiaries. In addition, the Group Corporate Audit Department places under close scrutiny thosesubsidiaries that are considered high risk in light of past performance audits and whistleblower incidents,
and regularly reports their findings to the Board of Directors.
(vi) Matters related to employees assisting the Audit & Supervisory Board Members (assignment of audit &supervisory board member staff)• The Company has assigned one employee to work exclusively for the Audit & Supervisory Board Members
as an assistant.
(vii) Matters related to the independence of employees assisting the Audit & Supervisory Board Members fromthe Directors (independence of audit & supervisory board member staff)• The Company will obtain prior approval of full-time Audit & Supervisory Board Members or of the Audit& Supervisory Board on the transfer, performance evaluation, disciplinary action, etc. of the employee
assisting the Audit & Supervisory Board Members.
(viii) The System for enabling Directors and employees to report to the Audit & Supervisory Board Members
and other matters related to making reports to the Audit & Supervisory Board Members (Audit &Supervisory Board Member reporting system)• The Directors and employees of the Company will promptly report to the Audit & Supervisory Board
Members if there has arisen any fact that will have a significant impact on the Company’s business orbusiness performance, or any breach of laws and regulations or other compliance-related issues.
• The Group Corporate Audit Department, Group Compliance Department and Group Internal Control
Department have implemented a system to regularly report the statuses of internal audits, compliance, andrisk management of the Group to the Audit & Supervisory Board Members. In addition, the Group
Compliance Department has been assigned as the office responsible for the Group’s whistleblower system,
and reports the status of their whistleblower reports to the Audit & Supervisory Board Members regularlyor whenever necessary.
- 20 -

• The Company has implemented a system where the Audit & Supervisory Board Members may attend
important meetings related to the management of the Company’s business such as the Management
Committee meetings, in addition to the Board of Directors meetings, and freely express their views.
• The Company has set down in writing the protection of the user of the whistleblower system (hereinafterreferred to as the “reporter”) in the AEON delight Group Regulations on the Handling of Whistleblower
Reports. In these Regulations, the Company has also set down in writing the penalties imposed on persons
who unfavorably treated the reporter or took retaliatory action against the reporter.
(ix) Other systems for ensuring that the Audit & Supervisory Board Members can execute their duties
effectively (system for ensuring effective audit by Audit & Supervisory Board Members)• The President has regular meetings with Audit & Supervisory Board Members at the request of the Audit& Supervisory Board and full-time Audit & Supervisory Board Members, and exchanges views on issues
that need to be dealt with and other important issues pertaining to the audit. In addition, the outside
Directors regularly attend the Audit & Supervisory Board meetings to exchange views.
• The Group Corporate Audit Department reports to Audit & Supervisory Board Members on the state of
implementation of internal audits and closely coordinates such as exchanging opinions in a system
contributing to the effective implementation of audit operations.
• If requested by the Audit & Supervisory Board Members to make a report or submit related documents andother materials on matters within the remit of the Audit & Supervisory Board Members, the Directors andemployees of the Group shall comply with the request promptly and in good faith.
• The Company shall meet reasonable requests made by the Audit & Supervisory Board Members forpayment of expenses required for execution of their duties.
(x) System for eliminating anti-social forces• The Company has set out regulations on handling anti-social forces, and has severed any and all ties with
anti-social forces. If unfair claims are made against the Company by anti-social forces, the Company shalltake legal steps. In addition, the Company shall set out provisions on the elimination of anti-social forcesin contracts for transactions. If any existing contracts have no provisions on the elimination of anti-social
forces, the Company shall incorporate such provisions in those contracts upon renewal. If a business partner
should fall within this criterion, the Company shall rescind all the applicable contracts immediately.
Furthermore, the Company has joined an external organization in which the Osaka Prefectural Police
provides guidance to companies on prevention of organized crime violence, and makes efforts to actively
collect information on and eliminate antisocial forces.
(xi) Internal control system for financial reporting• The Company has set out the Regulations on Internal Control Related to Financial Reporting based on the
Company’s internal control and reporting system, has implemented internal control related to financial
reporting, evaluates their operation, and submits the internal control report.

- 21 -

Consolidated Balance Sheet(As of February 29, 2024)(Millions of yen)
Assets
Items

Liabilities
AmountCurrent assets
Cash and deposits
Notes and accounts receivable - trade,and contract assets
Electronically recorded monetary claims
Securities
Inventories
Other
Allowance for doubtful accounts

139,980
68,350

Fixed assets
Tangible fixed assets
Buildings and structures, net
Tools, furniture and fixtures, net
Land
Other

20,277
6,484
1,358
2,948
193
1,984

Intangible fixed assets
Goodwill
Other

6,098
2,203
3,894

Investments and other assets
Investment securities
Deferred tax assets
Other
Allowance for doubtful accounts

7,693
4,123
1,210
2,380
(19)

Total assets

51,519
5,237
7,903
2,858
4,274
(164)

160,257

Items

AmountCurrent liabilities
Notes and accounts payable - trade
Electronically recorded obligations operating
Short-term borrowings
Accounts payable
Income taxes payable
Provision for bonuses
Accrued directors’ and corporate
auditors’ remuneration
Allowance for sales discounts
Other
Fixed liabilities
Deferred tax liabilities
Provision for directors’ retirement
benefits
Retirement benefit liability
Asset retirement obligations
Allowance for sales discounts
Other53,44529,292

Total liabilities

56,044

5,667
378
7,525
2,572
1,459
67
10
6,470
2,599
900
57
753
418
0
468

Net assets
Shareholder’s equity
Capital stock
Capital surplus
Retained earnings
Treasury stock
Other accumulated comprehensive
incomeValuation difference on securities
Foreign currency translation adjustments
Remeasurements of defined benefit plans
Share subscription rights
Non-controlling shareholders’ equity

99,9093,238
532
97,918(1,779)Total net assets

104,212

Total liabilities and net assets

160,257- 22 -

3,181
1,212
1,951
17
68
1,054

Consolidated Statement of Income(March 1, 2023 to February 29, 2024)(Millions of yen)
Items

AmountNet sales

324,820

Cost of sales

282,207

Gross profit
Selling, general and administrative expenses

42,61327,377

Operating income
Non-operating income
Interest income
Dividends income
Equity in income of affiliates
Other

15,235
94
81
127
147

Non-operating expenses
Interest expenses
Other

27
175

Ordinary income
Extraordinary income
Gain on sale of fixed assets

466

Extraordinary loss
Impairment loss
Loss on devaluation of investment securities

316
53

450

203
15,482

Income before income taxes
Income taxes
Income taxes-deferred

466

370
15,579

4,321
451

4,773

Net income
Net income attributable to non-controlling interests

10,80597

Net income attributable to owners of parent

10,707- 23 -

Consolidated Statement of Changes in Equity(March 1, 2023 to February 29, 2024)(Millions of yen)
Shareholders’ equity

Balance at beginning of period

Share stock

Capital surplus

Retained earnings

Treasury stock

3,238

4,739

91,421(3,415)

Total shareholders’equity95,983

Changes during period
Dividends of surplus(4,210)(4,210)Net income attributable to ownersof parent

10,707

10,707Purchase of treasury stock(2,602)(2,602)1

29

31(4,208)4,208–

Disposal of treasury stock
Cancellation of treasury stock
Net changes in items other thanshareholders’ equity
Total changes during period
Balance at end of period–(4,207)

6,496

1,635

3,925

3,238

532

97,918(1,779)99,909Other accumulated comprehensive income
Valuationdifference on
securities
Balance at beginning of period

Foreign currency Remeasurementsof defined benefit
translationplans
adjustments

Total otheraccumulatedcomprehensive
income

1,130

1,435

(153)

2,413

Net changes in items other thanshareholders’ equity

82

515

170

768

Total changes during period

82

515

170

768

1,212

1,951

17

3,181

Changes during period
Dividends of surplus
Net income attributable to ownersof parent
Purchase of treasury stock
Disposal of treasury stock
Cancellation of treasury stock

Balance at end of period- 24 -

Share subscription
rightsBalance at beginning of period

86

Non-controllingshareholders’equityTotal net assets

908

99,391

Changes during period
Dividends of surplus(4,210)Net income attributable to ownersof parent

10,707Purchase of treasury stock(2,602)

Disposal of treasury stock

31

Cancellation of treasury stock–

Net changes in items other thanshareholders’ equity

(18)

146

896

Total changes during period

(18)

146

4,821

Balance at end of period

68

1,054

104,212- 25 -

Notes to Consolidated Financial Statements

Notes to Significant Matters Forming the Basis for Preparing Consolidated Financial Statements
1. Scope of consolidation
Number of consolidated subsidiaries and names of major consolidated subsidiaries• Number of consolidated subsidiaries 28• Names of major consolidated subsidiaries
AEON DELIGHT ACADEMY CO., LTD.
AEON DELIGHT SECURITY CO., LTD.
Kankyouseibi Co., Ltd.
AEON DELIGHT CONNECT CO., LTD.
AEON COMPASS CO., LTD.
Hakuseisha CO., LTD.
Askmaintenance Co., Ltd.
AEON DELIGHT (CHINA) CO., LTD.
Aeon Delight (China) Service Management Group Co., Ltd.
U-COM Design Consultants (Shenzhen) Co., Ltd.
AEON DELIGHT (MALAYSIA) SDN. BHD.
AEON DELIGHT (VIETNAM) CO., LTD.
PT Sinar Jernih Sarana
Fifteen other companies
During the current fiscal year, the Company has acquired all the shares of Askmaintenance Co., Ltd., which
has since become a subsidiary of the Company and is included in the scope of consolidation. Furthermore,
Aqutia Co., Ltd. has been excluded from the scope of consolidation as a result of transfer of shares.
2. Application of equity method
There are three associates accounted for using the equity method, and financial statements based on a provisional
settlement of accounts are used for those whose closing dates differ from the consolidated closing dates.
There are two associates not subject to application of the equity method, and they are excluded from the scopeof application of the equity method due to the insignificant effect on the consolidated financial statements interms of net income or loss (amount corresponding to equity) and retained earnings (amount corresponding toequity), etc., respectively, and the lack of importance as a whole even when excluded from the equity method.
3. Fiscal years, etc. of consolidated subsidiaries
Among the consolidated subsidiaries, the closing date of 21 companies including AEON DELIGHT (CHINA)
CO., LTD. is December 31.
Consolidated financial statements are prepared by using financial statements as of the same date. Adjustments
necessary for consolidation are made for significant transactions that have occurred during the period between
then and the consolidated closing date.
Fiscal year-ends of consolidated subsidiaries other than the above are the same as the consolidated closing dates.
4. Accounting policies(1) Valuation standards and methods for significant assets(i) Valuation standards and methods for securities
Held-to-maturity bonds:
Stated at amortized cost (straight-line method)
Other securities
Securities other than shares, etc. without market prices:Stated at fair value (valuation differences are reported as acomponent of net assets, and the cost of securities sold is
calculated by the moving-average method)
Shares, etc. without market prices:Stated at cost using the moving-average method- 26 -

(ii) Valuation standards and methods for inventories
Merchandise: Stated at cost using the weighted-average method (the book value stated in the balance sheet
is written down based on the decreased profitability)
Raw materials and supplies
Materials:
Stated at cost using the first-in first-out (FIFO) method (the book value stated in the balance
sheet is written down based on the decreased profitability)
Supplies:
Stated at last purchase price method (the book value stated in the balance sheet is written
down based on the decreased profitability)(2) Depreciation method for significant depreciable assets(i) Tangible fixed assets (excluding leased assets): mainly straight-line method
The main useful lives are as follows:
Buildings
3 to 47 years
Area management facility equipment
6 to 15 years
Furniture and fixtures
3 to 20 years(ii) Intangible fixed assets (excluding leased assets): straight-line method
Goodwill is amortized over a 5- to 20-year period.
In regard to software for internal use, the straight-line method based on the internal usable period (5 years)
is applied.
(iii) Leased assets:
Leased assets in finance lease transactions that do not transfer ownership are depreciated using the straightline method assuming that lease periods are useful lives and residual values are zero.
(3) Accounting method for significant provisions(i) Allowance for doubtful accounts:
To prepare for loss from uncollectible credits such as notes and accounts receivable-trade, the estimateduncollectible amount is recorded based on actual bad debts with respect to general receivables, and basedon individual examinations of recoverability with respect to specific receivables such as debt claims withdefault potential.
(ii) Provision for bonuses:
To provide for expenses of bonuses to be paid to employees, the estimated amount of payment
corresponding to the current fiscal year is recorded.
(iii) Accrued directors’ and corporate auditors’ remuneration:
To provide for performance-based remuneration to be paid to directors and corporate auditors, an amountdeemed to be accrued at the end of the current fiscal year is recorded.
(iv) Provision for directors’ retirement benefits:
To provide for directors’ retirement benefits of subsidiaries, the full necessary payment amount at the endof the fiscal year is recorded based on internal regulations.
(v) Allowance for sales discounts:
To prepare for sales discounts, etc. anticipated to be conducted in the future, the estimated amount isrecorded.
(4) Accounting standards for material revenue and expenses
The details of principal performance obligations and the normal time when the performance obligations are
satisfied (the normal time of recognition of revenue) in major businesses related to revenue arising fromcontracts with customers of the Company and consolidated subsidiaries are as follows.
(i) Facility management business, security business, cleaning businessIn the facility management business, security business and cleaning business, the Company has
performance obligations to provide building and facility upkeep, inspection and maintenance services,- 27 -

general security services such as facility security, crowd and traffic guidance and security, and security fortransportation of valuables, and building and facility cleaning services, and revenue is recognized whenjudged that the performance obligations have been satisfied upon the completion of each task. However,revenue is recognized equally over the contract period for constant services for a partial contract period
because performance obligations are satisfied equally over a certain period.
(ii) Construction work businessIn the construction work business, there are performance obligations to provide planning, design andconstruction of large-scale renovations and store interior design, and the performance obligations are
determined to be satisfied over a certain period, with progress of the satisfaction of the progress obligations
being estimated, and revenue being recognized based in the progress. For work contracts with a very shortperiod, performance obligations are determined to be satisfied and revenue is recognized upon delivery ofcompleted work.
(iii) Material-related business and vending machine businessIn the material-related business and vending machine business, there are performance obligations to deliverproducts to customers mainly by purchasing indirect materials, procuring materials, etc. and selling
products through beverage vending machines, and performance obligations are determined to be satisfied
and revenue is recognized at the time control over products is obtained by the customer. Of these productsales, revenue is recognized for those for which the Company’s role is determined to be that of an agent
such as consignment buying using the net amount obtained by deducting the amount paid to the supplierfrom the total amount of consideration received from the customer.
(5) Standard for translation of significant assets or liabilities denominated in foreign currencies into JapaneseyenForeign currency-denominated monetary receivables and payables are translated into Japanese yen at the
spot exchange rate on the consolidated closing date, and the difference arising from exchange is treated as
profit or loss. Assets and liabilities of overseas subsidiaries, etc. are translated into Japanese yen at the spot
exchange rate on the closing date. Revenue and expenses are translated into Japanese yen at the averageexchange rate during the period. The difference arising from exchange is recorded by including in foreign
currency translation adjustments and non-controlling shareholders’ equity under net assets.
(6) Other significant matters forming the basis for preparing consolidated financial statements
Accounting standards for retirement benefit liability
To prepare for employees’ retirement benefits, retirement benefit liability is recorded at the amountremaining after deducting pension assets from retirement benefit obligations based on the estimated amountat the end of the current fiscal year. In calculating retirement benefit obligations, the benefit formula standard
is used as the method to attribute the estimated payment obligation to the period until the end of the current
fiscal year.
Actuarial gains and losses are amortized by the straight-line method over a certain number of years (5 to 10
years) within the average remaining service period of employees at the time of occurrence of each fiscal
year, commencing from the following fiscal year of the occurrence. Actuarial gains and losses for certain
consolidated subsidiaries are expensed in full amount at the time of occurrence.
Any untreated amount of unrecognized actuarial gains and losses is recorded in the remeasurements ofdefined benefit plans of other accumulated comprehensive income under net assets, after adjusting for tax
effects.

- 28 -

Notes to Consolidated Balance Sheet
1. Assets pledged as collateral
Investment securities¥34 million

2. Accumulated depreciation of tangible fixed assets¥14,399 million

3. Breakdown of inventories
MerchandiseWork in process
Raw materials and supplies¥2,373 million¥191 million¥293 million

4.

Breakdown of notes and accounts receivable - trade, and contract assets
Notes receivable - trade¥3,551 million
Accounts receivable - trade¥46,150 million
Contract assets¥1,817 million

5.

Contract liabilities
The amount of contract liabilities included in “Other” under current liabilities on the consolidated balance sheetsis as follows.
Contract liabilities¥1,557 million

Notes to Consolidated Statement of Income
Details of impairment loss
Use

Location

Class–

City of Hangzhou, China

Goodwill

Impairment loss (million yen)316

For judgments on impairment losses of goodwill, the Group’s assets are grouped using the consolidated company
as the grouping unit.
The impairment losses on goodwill stated above concern the loss arising from the impairment of the unamortizedbalance due to the expected non-achievement of business plan revenue projections, which had been examined at
the time of a partial acquisition of a subsidiary’s shares. The recoverable amount was measured at value in use,which is assessed as zero because future cash flows are not expected.

- 29 -

Notes to Consolidated Statement of Changes in Equity
1. Class and total number of issued shares at the end of the current fiscal year
Classes of shares

Number of shares at the
beginning of the current
fiscal year (shares)

Ordinary shares

50,669,633

Increase (shares)

Decrease (shares)–

Number of shares at theend of the current fiscal
year (shares)

1,500,000

49,169,633(Note) A decrease of 1,500,000 shares in the number of issued shares was due to the cancellation of treasury stock.
2. Treasury stock
Classes of shares

Number of shares at the
beginning of the current
fiscal year (shares)

Ordinary shares

1,270,047

Increase (shares)

Decrease (shares)

874,800(Note 1) The breakdown of the increase in number is as follows:
Increase due to market purchases
Increase due to purchase of shares less than one share unit
(Note 2) The breakdown of the decrease in number is as follows:
Decrease due to cancellation of treasury stock
Decrease due to exercise of share subscription rights

Number of shares at theend of the current fiscal
year (shares)

1,510,500

634,347874,700 shares
100 shares
1,500,000 shares
10,500 shares

3. Dividends of surplus(1) Dividend payment
Total amount of
Dividend per share
dividends(yen)(million yen)

Resolution

Classes of shares

April 11, 2023
Board of Directors’
meeting

Ordinary shares

2,124

October 10, 2023
Board of Directors’
meeting

Ordinary shares

2,086

Record date

Effective date

43.00

February 28, 2023

May 8, 2023

43.00

August 31, 2023

November 6, 2023

(2) Dividends of which the record date falls within the current fiscal year and the effective date falls later than thecurrent fiscal year-end
Classes of shares

Source ofdividends

Total amount ofdividends(million yen)

April 9, 2024
Board of Directors’ Ordinary shares
meeting

Retainedearnings

2,087

Resolution

Dividend pershare (yen)

4. Share subscription rights
Class and number of shares subject to share subscription rights
Ordinary shares

Record date

43.00 February 29, 2024

Effective date

May 7, 2024

25,800 shares

Notes on Financial Instruments
1. Matters regarding status of financial instruments
The Group limits its asset management mainly to financial assets with a high level of safety. Funds are procured
primarily through own funds.
In regard to trade receivables such as notes and accounts receivable, the Group regularly monitors the status ofcustomers and manages due dates and outstanding balances by customer. The Group also promptly detects any
concerns over collection due to deterioration of financial position, etc. and mitigates default risks.
- 30 -

Securities and investment securities are mainly held-to-maturity bonds and shares of companies that havebusiness relations with the Company. Market prices are determined every quarter for securities with available
market prices.
Trade payables such as notes and accounts payable - trade have payment dates due within one year.
Short-term borrowings are procurement associated with working capital.
2. Fair values of financial instruments
The amounts recorded on the consolidated balance sheet, fair values, and the difference between them are as
follows.
(Millions of yen)Amount recorded on the
consolidated balance
sheet

Fair value

Difference(1) Securities and investment securities(i) Held-to-maturity bonds

7,903

7,903

–

(ii) Other securities

3,561

3,561

–

11,465

11,465–

Total assets(Note 1) “Cash and deposits,” “notes and accounts receivable - trade, and contract assets,” “electronically recordedmonetary claims,” “notes and accounts payable - trade,” “electronically recorded obligations - operating,”“short-term borrowings,” “accounts payable,” and “income taxes payable” are omitted because the fairvalues are approximately equal to the carrying amounts due to being cash and settled within a short periodof time.
(Note 2) Shares, etc. without market prices are not included in (1) “Securities and investment securities” mentioned
above. The amount recorded on the consolidated balance sheet for the financial instruments is as follows.
Type

Current fiscal year (million yen)

Unlisted shares

3.

561

Matters regarding the breakdown table, etc. for each appropriate fair value classification of financial
instruments
The fair values of financial instruments are classified into the three following levels according to observability
and significance of inputs pertaining to calculation of fair value.
Level 1 fair value:
Fair value calculated using calculation of market price related to observable inputs
for calculation of fair value that are assets or liabilities subject to calculation of thefair value formed in an active market
Level 2 fair value:
Fair value calculated using observable inputs for calculation of fair value that are
inputs for calculation of fair value other than Level 1
Level 3 fair value:
Fair value calculated using inputs for calculation of unobservable fair value
When using multiple inputs that have a significant effect on calculation of fair value, the fair value is classified
in the level to which each of the inputs belongs that has the lowest priority in the calculation of fair value.

(1) Financial instruments recorded on the consolidated balance sheet at fair value(Millions of yen)
Fair value
Type

Level 1

Level 2

Level 3

Total

Securities and investment securities
Other securities
SharesTotal assets

3,561

–

–

3,561

3,561

–

–

3,561

- 31 -

(2) Financial instruments other than financial instruments recorded on the consolidated balance sheet at fair value(Millions of yen)
Fair value
Type

Level 1

Level 2

Level 3

Total

Securities and investment securities
Held-to-maturity bonds
Bonds

–

3,403

–

3,403

Other

–

4,500

–

4,500

–

7,903

–

7,903

Total assets(Note) Valuation method used for calculation of fair value and explanation of inputs for calculation of fair value
Securities and investment securities
The fair values of these are based on prices on exchanges for shares. The fair values of listed shares traded on
active markets are classified in Level 1. Meanwhile, the fair values of bonds and other securities with low
market transaction frequency that are not recognized as having a market price on an active market are classified
in Level 2.

- 32 -

Notes on revenue recognition
1.

Information separating revenue arising from contracts with customers(Millions of yen)
Reportable segments
Vending
machinebusiness

Supportbusiness

46,315

9,616

18,810324,820

59,21946,315

9,616

18,810324,820

59,21946,315

9,616

18,810324,820

Construction Materialrelated
work
businessbusiness

Facility
managementbusiness

Securitybusiness

Cleaning
business

Net sales

69,50950,91970,42859,219

Revenue arising fromcontracts with customers

69,50950,91970,428

Sales to externalcustomers

69,50950,91970,4282.

Total

Information forming the basis for understanding revenue arising from contracts with customers
This is stated in “Consolidated Financial Statements. Notes to Significant Matters Forming the Basis for
Preparing Consolidated Financial Statements 4. Accounting policies (4) Accounting standards for material
revenue and expenses.”

3.

Information for understanding the amount of revenue for the current fiscal year and from the following
fiscal year
(1) Balance of contract assets and contract liabilities, etc.
(Millions of yen)
Current fiscal year
Receivables arising from contracts with customers(balance at beginning of period)

55,152

Receivables arising from contracts with customers(balance at end of period)

54,939Contract assets (balance at beginning of period)

738

Contract assets (balance at end of period)

1,817

Contract liabilities (balance at beginning of period)

1,716

Contract liabilities (balance at end of period)

1,557

Contract assets are related to the rights of the Company and consolidated subsidiaries for consideration pertaining
to the performance obligations for providing services based on contracts with customers in the facility
management business, security business and cleaning business where work has been completed but an invoice
has not been issued as of the end of the period. Contract assets are transferred to receivables arising from contracts
with customers at the time the rights of the Company and consolidated subsidiaries for consideration become
unconditional.
Contract liabilities are related to contracts with customers where an advance has been received from the customer.
Contract liabilities are reversed as revenue is recognized.
(2) Transaction price allocated to residual performance obligations
A practical expedient is applied and information on residual performance obligations has been omitted because
the Group has no material contracts with a contract period initially anticipated to exceed one year. Furthermore,
there are no material amounts not included in transaction prices within the consideration arising from contracts
with customers.

- 33 -

Notes on Per Share Information
Net assets per share
Net income per share
Diluted net income per share¥2,124.04¥219.70¥219.57

Notes on Significant Subsequent Events(Purchase of Treasury Stock)
At a meeting of the Board of Directors held on April 9, 2024, the Company resolved matters regarding thepurchase of treasury stock in accordance with Article 156 of the Companies Act as applied pursuant to Article
165, paragraph 3 of the same act.
1.

Reason for the purchase of treasury stock
In order to improve capital efficiency by executing a flexible capital policy in response to changes in thebusiness environment and strengthen shareholder returns.

2.

Details of matters regarding the purchase(1) Class of shares to be purchased

Ordinary shares of the Company(2) Total number of shares to be purchased

700,000 shares (maximum)
1.44% of total number of issued shares (excluding treasury stock)(3) Total amount for the share purchase¥3.1 billion (maximum)(4) Purchase period

From April 22, 2024 to December 30, 2024

(5) Method of the purchaseMarket purchase on the Tokyo Stock Exchange based on adiscretionary trading contract(6) Other

The shares acquired through this purchase will be cancelled byresolution of the Board of Directors in accordance with Article 178of the Companies Act.

- 34 -

Non-consolidated Balance Sheet(As of February 29, 2024)(Millions of yen)
Assets
Items

Liabilities
AmountCurrent assets
Cash and deposits
Notes receivable - trade
Electronically recorded monetary claims
Accounts receivable - trade and contract
assetsLeased investment assets
Securities
Inventories
Prepaid expenses
Short-term loans receivable tosubsidiaries and associates
Accounts receivable-other
Other
Allowance for doubtful accounts
Fixed assets
Tangible fixed assets
Buildings
Area management facility equipment
Tools, furniture and fixtures
Land
Construction in progress
Other
Intangible fixed assets
Goodwill
Software
Other
Investments and other assets
Investment securities
Shares of subsidiaries and associates
Investments in capital of subsidiaries andassociates
Long-term loans receivable
Distressed receivables
Long-term prepaid expenses
Deferred tax assets
Other
Allowance for doubtful accounts

106,437
47,506
3,409
5,232

Total assets

143,868

37,092
426
7,903
2,545
686
400
572
721
(59)
37,431
5,040
1,100
1,126
2,347
1
209
254
4,966
1,519
3,039
407
27,423
2,385
13,496
8,795
16
3
580
1,099
1,058
(13)

Items

AmountCurrent liabilities
Notes payable - trade
Electronically recorded obligations operating
Accounts payable - trade
Lease debts
Accounts payable
Accrued expenses
Income taxes payable
Advances received
Deposits received
Provision for bonuses
Accrued directors’ and corporate
auditors’ remuneration
Allowance for sales discounts
Other
Fixed liabilities
Lease debts
Asset retirement obligations
Allowance for sales discounts
Other
Total liabilities

49,947584
5,626
25,450
52
4,262
137
1,982
552
9,057
993
25
10
1,211
694
374
296
0
23
50,642

Net assets
Shareholder’s equity
Capital stock
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
General reserve
Retained earnings brought forward
Treasury stock
Valuation and translation adjustments
Valuation difference on securities
Share subscription rights

92,178
3,238
6,953
2,963
3,990
83,766395
83,3707,120
76,250(1,779)979
979
68

Total net assets

93,225

Total liabilities and net assets

143,868- 35 -

Non-consolidated Statement of Income(March 1, 2023 to February 29, 2024)(Millions of yen)
Items

AmountNet sales

259,850

Cost of sales

228,936

Gross profit
Selling, general and administrative expenses

30,914
18,192

Operating income
Non-operating income
Interest income
Dividends income
Other

12,72218651
28

Non-operating expenses
Interest expenses
Provision of allowance for doubtful accounts
Other

5
90
38

Ordinary income

699

134
13,286

Income before income taxes
Income taxes
Income taxes-deferred

13,286
3,353
794

Net income

4,148
9,138

- 36 -

Non-consolidated Statement of Changes in Equity(March 1, 2023 to February 29, 2024)(Millions of yen)
Shareholders’ equity
Capital surplus
Share stock
Legal capital surplus
Balance at beginning of period

3,238

Other capital surplus

2,963

Total capital surplus

8,197

11,1611

1(4,208)(4,208)Changes during period
Dividends of surplus
Net income
Purchase of treasury stock
Disposal of treasury stock
Cancellation of treasury stock
Net changes in items other thanshareholders’ equity
Total changes during period
Balance at end of period––(4,207)(4,207)

3,238

2,963

3,990

6,953

Shareholders’ equity
Retained earnings
Other retained earnings
Legal retained
earnings
Balance at beginning of period

395

Total retained
Retainedearnings
earnings
brought forward

Generalreserve
7,120

Treasury stock

Total
shareholders’equity(3,415)89,822

71,32378,839Dividends of surplus(4,210)(4,210)(4,210)Net income

9,138

9,138

9,138

Changes during period

Purchase of treasury stock(2,602)(2,602)

Disposal of treasury stock

29

31

4,208

–

Cancellation of treasury stock
Net changes in items other thanshareholders’ equity
Total changes during period

–

–

4,927

4,927

1,635

2,355

Balance at end of period

395

7,120

76,25083,766(1,779)92,178- 37 -

Valuation and translation adjustments
Valuation difference on Total valuation andsecurities
translation adjustments
Balance at beginning of period

935

935

Share subscription
rightsTotal net assets

86

90,844

Changes during period
Dividends of surplus(4,210)Net income

9,138

Purchase of treasury stock(2,602)

Disposal of treasury stock

31

Cancellation of treasury stock–

Net changes in items other thanshareholders’ equity

43

43

(18)

25

Total changes during period

43

43

(18)

2,381

Balance at end of period

979

979

68

93,225- 38 -

Notes to Non-consolidated Financial Statements

Notes to Matters Regarding Significant Accounting Policies
1. Valuation standards and methods for assets(1) Valuation standards and methods for securities(i) Shares of subsidiaries and associates: Stated at cost using the moving-average method(ii) Other securities
Securities other than shares, etc. without market prices:Stated at fair value (valuation differences are reported as acomponent of net assets, and the cost of securities sold is
calculated by the moving-average method)
Shares, etc. without market prices:Stated at cost using the moving-average method(2) Valuation standards and methods for inventories(i) Merchandise: Stated at cost using the weighted-average method (the book value stated in the balance sheet
is written down based on the decreased profitability)(ii) Raw materials and supplies
Materials:
Stated at cost using the first-in first-out (FIFO) method (the book value stated in the balance
sheet is written down based on the decreased profitability)
Supplies:
Stated at last purchase price method (the book value stated in the balance sheet is written
down based on the decreased profitability)
2. Accounting policy for depreciation of assets(1) Tangible fixed assets (excluding leased assets):
The main useful lives are as follows:
Buildings
Area management facility equipment
Furniture and fixtures

straight-line method
3 to 47 years
6 to 15 years
3 to 20 years(2) Intangible fixed assets (excluding leased assets): straight-line method
Goodwill is amortized over a 20-year period.
In regard to software for internal use, the straight-line method based on the internal usable period (5 years)
is applied.
(3) Leased assets:
Leased assets in finance lease transactions that do not transfer ownership are depreciated using the straightline method assuming that lease periods are useful lives and residual values are zero.
3. Accounting policy for provisions(1) Allowance for doubtful accounts:
To prepare for loss from uncollectible credits such as notes and accounts receivable-trade, the estimateduncollectible amount is recorded based on actual bad debts with respect to general receivables, and based on
individual examinations of recoverability with respect to specific receivables such as debt claims with default
potential.
(2) Provision for bonuses:
To provide for expenses of bonuses to be paid to employees, the estimated amount of payment corresponding
to the current fiscal year is recorded.

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(3) Accrued directors’ and corporate auditors’ remuneration:
To provide for performance-based remuneration to be paid to directors and corporate auditors, an amountdeemed to be accrued in the current fiscal year is recorded.
(4) Provision for retirement benefits:
To prepare for retirement benefits of employees, the amount is recorded based on the estimated amounts ofretirement benefit obligations and pension assets in the current fiscal year. In calculating retirement benefit
obligations, the benefit formula standard is used as the method to attribute the estimated payment obligation
to the period until the current fiscal year.
Actuarial gains and losses are amortized by the straight-line method over a certain number of years (10years) within the average remaining service period of employees at the time of occurrence of each fiscal
year, commencing from the following fiscal year of the occurrence.
(5) Allowance for sales discounts:
To prepare for sales discounts, etc. anticipated to be conducted in the future, the estimated amount is recorded.
4.

Accounting standards for revenue and expenses
The details of principal performance obligations and the normal time when the performance obligations are
satisfied (the normal time of recognition of revenue) in major businesses related to revenue arising fromcontracts with customers of the Company are as follows.
(i) Facility management business, security business, cleaning businessIn the facility management business, security business and cleaning business, the Company has
performance obligations to provide building and facility upkeep, inspection and maintenance services,
general security services such as facility security, crowd and traffic guidance and security, and security fortransportation of valuables, and building and facility cleaning services, and revenue is recognized whenjudged that the performance obligations have been satisfied upon the completion of each task. However,revenue is recognized equally over the contract period for constant services for a partial contract period
because performance obligations are satisfied equally over a certain period.
(ii) Construction work businessIn the construction work business, there are performance obligations to provide planning, design andconstruction of large-scale renovations and store interior design, and the performance obligations are
determined to be satisfied over a certain period, with progress of the satisfaction of the progress obligations
being estimated, and revenue being recognized based in the progress. For work contracts with a very shortperiod, performance obligations are determined to be satisfied and revenue is recognized upon delivery ofcompleted work.
(iii) Material-related business and vending machine businessIn the material-related business and vending machine business, there are performance obligations to deliverproducts to customers mainly by purchasing indirect materials, procuring materials, etc. and selling
products through beverage vending machines, and performance obligations are determined to be satisfied
and revenue is recognized at the time control over products is obtained by the customer. Of these productsales, revenue is recognized for those for which the Company’s role is determined to be that of an agent
such as for consignment buying using the net amount obtained by deducting the amount paid to the supplierfrom the total amount of consideration received from the customer.

5.

Other significant matters forming the basis for preparing non-consolidated financial statements
Accounting for retirement benefits
The method of accounting for untreated amount of unrecognized actuarial gains and losses in regard to
retirement benefits is different from that of consolidated financial statements.

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Notes to Non-consolidated Balance Sheet
1. Assets pledged as collateral
Shares of subsidiaries and associates
Investment securities¥29 million¥5 million

2. Guarantee obligations
Guarantee is provided to the following subsidiaries and associates.
PT Sinar Jernih Sarana¥91 million
3. Accumulated depreciation of tangible fixed assets¥11,208 million

4. Monetary receivables from and payables to subsidiaries and associates (excluding those presented
separately)
Short-term monetary receivables¥563 million
Short-term monetary payables¥11,607 million
5. Breakdown of inventories
MerchandiseWork in process
Raw materials and supplies¥2,364 million¥85 million¥94 million

Notes to Non-consolidated Statement of Income
Amount of transactions with subsidiaries and associates
Amount of operating transactions
Net sales
Purchase of goods
Selling, general and administrative expenses
Amount of non-operating transactions¥2,121 million¥21,878 million¥2,195 million¥693 million

Notes to Non-consolidated Statement of Changes in Equity
Class and number of shares of treasury stock at the end of the current fiscal year
Ordinary shares
634,347 shares- 41 -

Notes on Tax Effect Accounting
1.

Breakdown of deferred tax assets and liabilities by main cause(Millions of yen)

Deferred tax assets
Provision for bonuses
Allowance for doubtful accounts
Enterprise tax payable, etc.
Accounts payable
Shares of subsidiaries and associates
Investments in capital of subsidiaries and associates
Inventories
Allowance for sales discounts
Other
Total deferred tax assets
Deferred tax liabilities
Temporary differences in regard to securities assumed due to merger
Valuation difference on securities
Other
Total deferred tax liabilities
Deferred tax assets (net)

303
19
137
229
472
285
26
3
386
1,864
(161)
(431)
(172)
(765)
1,099

2. Breakdown of cause of difference between the statutory effective tax rate and burden rate of income taxes
after application of tax effect accounting by main item
Statutory effective tax rate
(Adjustment)
Permanently non-deductible items such as entertainment
expenses
Permanently non-taxable items such as dividend income
Inhabitants tax on a per capita basis
Goodwill
Increase (decrease) in valuation allowance
Other
Burden rate of income taxes after application of tax effectaccounting- 42 -

30.6%
0.3%(1.4)%
1.8%
1.6%(1.6)%(0.1)%
31.2%

Notes on Related Party Transactions
1. Subsidiaries and associates, etc.
(Millions of yen)Type

Name ofcompany

Kankyouseibi
SubsidiaryCo., Ltd.

Subsidiary

Hakuseisha
CO., LTD.

Holding of voting
rights, etc.
(Ownership) ratio

Relationshipwith relatedparties

Details oftransaction

Fund deposits
received
Fund deposits (Note 1)(Holding)
Direct 100.0% received

Items

Balance at end of
periodDeposits
received

3,240

Deposits
received

4,720

3,234

Interest
expenses(Note 2)Fund deposits
received
Fund deposits (Note 1)(Holding)
Direct 94.4%
received
Indirect 5.6%

Transaction
amount2

4,502Interest
expenses(Note 2)3

2. Fellow subsidiaries, etc.
(Millions of yen)Type

Name ofcompany

Subsidiary
AEON Retailof parent
Co., Ltd.
company

Holding of voting
rights, etc.
(Ownership) ratio–

Relationshipwith relatedparties

Details oftransaction

Equipment
management,
security,cleaning,
contracting of
construction
work, sales of
Net salesmaterials,
etc.,
managementof vending
machineConcurrent
directors

Equipment
management,
security,cleaning,
contracting of(Holding)
Subsidiary
Direct 0.4% construction
AEON MALL
Net salesof parent
work, sales of(Ownership)Co., Ltd.
company
Direct 0.2% materials,
etc.,
managementof vending
machine- 43 -

Transaction
amountItems

Balance at end of
periodElectronicallyrecordedmonetaryclaims2,082

Accounts
receivable trade

7,192

Electronicallyrecordedmonetaryclaims1,414

Accounts
receivable trade

4,010

67,371

28,164

Type

Name ofcompany

Subsidiary AEON
Hokkaidoof parent
Corporationcompany

Holding of voting
rights, etc.
(Ownership) ratio

Relationshipwith relatedparties

Details oftransaction

Equipment
management,
security,cleaning,
contracting of
construction(Holding)
Net sales
Direct 0.2% work, sales ofmaterials,
etc.,
managementof vending
machineEquipment
management,
security,cleaning,
contracting of
Subsidiary AEON
construction(Holding)
Net sales
KYUSHU CO.,of parent
Direct 0.3% work, sales ofLTD.
company
materials,
etc.,
managementof vending
machineTransaction
amountItems

Balance at end of
periodNotes
receivable trade

1,772

Accounts
receivable trade

1,225Electronicallyrecordedmonetaryclaims97812,51814,298
Accounts
receivable
trade

-

2,885

Transaction terms and its decision policies, etc.
Price and other transaction terms are the same as the terms applied to other parties that are not related to the Company.
(Note 1) The transaction amount of deposits received represents the average balance during the period.
(Note 2) In regard to the interest of deposits received, interest rate, etc. are reasonably determined taking into accountthe market interest rate.
Notes on revenue recognition
Information forming the basis for understanding revenue arising from contracts with customers is stated in“Notes to Non-consolidated Financial Statements. Notes Regarding Significant Accounting Policies 4.
Accounting standards for revenue and expenses.”
Notes on Per Share Information
Net assets per share
Net income per share
Diluted net income per share¥1,919.39¥187.49¥187.38

Notes on Significant Subsequent Events
These notes have been omitted because the content is the same as “Notes on Significant Subsequent Events(Purchase of Treasury Stock)” in the Notes to Consolidated Financial Statements.
Other Notes
No items to report.

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