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
July 8, 2019
To our shareholders:Kazumasa Hamada, President
AEON DELIGHT CO., LTD.
2-3-2 Minamisemba, Chuo-ku, Osaka City, Osaka

Notice of the Extraordinary General Meeting of Shareholders
You are cordially invited to attend the Extraordinary General Meeting of Shareholders of AEON DELIGHT CO.,LTD. (the “Company”), which will be held as indicated below. We would like to express our deepest apologies toour shareholders for considerable inconvenience and concern caused by the issue of improper accounting by ourconsolidated subsidiary that was discovered in the latter part of March 2019.
Attendees are kindly requested to present the enclosed voting form to the receptionist on the day of the meeting. If
you are unable to attend the Meeting in person, you may exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting
rights by 6:00 p.m. on Monday, July 22, 2019 (JST).
1. Date and Time: Tuesday, July 23, 2019, at 10:00 a.m. (JST)
2. Venue:
Osaka Prefecture International Convention Center (Grand Cube Osaka) Main Hall (5th floor)
5-3-51 Nakanoshima, Kita-ku, Osaka City, Japan
There will be no gifts prepared for the shareholders who attend this Extraordinary General
Meeting of Shareholders. The Company appreciates your kind understanding.
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 46th fiscal year
(from March 1, 2018 to February 28, 2019), and the results of audits of theConsolidated Financial Statements by the Financial Auditors and the Board of Auditors
2. The Non-consolidated Financial Statements for the 46th fiscal year (from March 1,
2018 to February 28, 2019)
Matter to be resolved:
Proposal
Election of Six Directors-

If there are any amendments to Reference Documents for General Meeting of Shareholders, Business Report, Non-consolidated
Financial Statements or Consolidated Financial Statements, such amendments will be announced on the Company’s website(https://www.aeondelight.co.jp/).

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Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal

Election of Six Directors

At the conclusion of this meeting, the terms of office of all 11 Directors will expire. Accordingly, the Company will
establish a system to guarantee transparency of management, which will allow Directors to make swift decisions aswell as deepen practical discussion by reducing the number of Directors from 11 to six, with half of them, three
being independent outside Directors as stipulated by the Tokyo Stock Exchange in order to improve transparency
and efficiency of operations. Moreover, this system will allow the Board of Directors to focus on making important
decisions such as those regarding the management framework, as well as supervisory functions by clearly
separating the Directors’ supervisory functions and the Executive Officers’ executive functions.
In addition, all candidates for outside Director satisfy the requirements of an independent officer under theprovisions of the Tokyo Stock Exchange. Furthermore, the Company stipulates the following items as conditions ofeligibility for Director. All candidates for Director fulfill these conditions.
[Election criteria for inside Director candidates]
1. The candidate shall have the personality and insight appropriate for being a Director.
2. The candidate shall have sufficient experience and knowledge in the Company’s business as well as in thebusiness of its affiliates and outstanding ability for business judgment and execution.
3. The candidate shall be able to take responsibility for the basic policy, strategic planning, and businessexecution of the Company and its group companies (the “Group”), and fulfill accountability for the Board of
Directors.
[Election criteria for outside Director candidates]
1. The candidate shall subscribe to the Company’s management principles, code of conduct, etc.
2. The candidate shall have extensive experience as a chief executive officer or other corporate executive, or shallhave comparable experience, knowledge and insight.
3. The candidate shall be able to make judgments independently of the Company’s management.
4. The candidate shall be able to participate in most of the Company’s Board of Directors’ meetings.
* In relation to candidates for outside Director, in addition to the above items, the Company appoints the person who shall fulfill the
independence criteria mentioned below.

[Criteria for Determining Independence of outside Director candidates]
The Company’s outside Director shall satisfy the conditions stated below to maintain his or her independence.
1. The candidate does not presently serve, or has not served for the past ten years as director, executive officer or
employee (hereafter referred to as “Executing Person”) of the Company or its subsidiaries.
2. The subject person is someone to which the conditions stated below are not presently applicable, or have notbeen applicable for the past three years:(1) Major shareholder of the Company (those who directly or indirectly hold 10% or more of voting rights), or
its Executing Person(2) Partner of the Financial Auditors of the Company or employee who conduct the Company’s audit-2-

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
Nov. 2006

Mar. 2007
Sept. 2008

Kazumasa Hamada(December 30, 1964)
1

Reelection

Mar. 2011
Mar. 2013
Feb. 2015
Feb. 2015
Mar. 2017
Mar. 2018
May 2018
Dec. 2018

2

Joined JUSCO Co., Ltd.
Head of Management Planning Department ofPosful Corporation (currently AEON Hokkaido
Corporation)
Executive Officer
General Manager of Control Division of AEON
Retail Co., Ltd.
Executive Officer
Director and Control and Accounting Officer ofAeon Co., Ltd.
Regional Office Manager of Kitakanto andNiigata Company of AEON Retail Co., Ltd.
Director and Senior Managing Officer
Senior Managing Executive Officer
Temporarily transferred to the Company(Advisor)
President and CEO (current position)
President Commissioner of PT Sinar Jernih
Sarana (current position)

Number of theCompany’s shares
owned

1,000 shares

Conflicts of interest
There is no conflict of interest between Kazumasa Hamada and the Company.
Kazumasa Hamada was an Executing Person at Aeon Co., Ltd., the Company’s parent company, and AEON Retail Co.,
Ltd., its subsidiary, in the past five years. The positions and responsibilities are presented in his career summary.
Mar. 1979
Joined JUSCO Co., Ltd.
Mar. 2005
Temporarily transferred to Mycal Corp.
Mar. 2009
Temporarily transferred to the Company
May 2011
Director and Manager of Nishi Kinki Regional
OfficeMay 2015
In charge of overseeing East Japan Regional
Office operations
Nobuo Yamazato
May 2016
Director and Managing Director(February 2, 1956)
2,400 shares
May 2017
Director and Senior Managing Director in
chargeofoverseeing
Regional
OfficesandEast
Reelection
Japan Regional Offices Operations
May 2018
Director and Executive Vice President in chargeof overseeing Regional Offices and businessMar. 2019
Director and Executive Vice President in chargeof overseeing Regional Offices and materials
and vending machines business (current
position)
Conflicts of interest
There is no conflict of interest between Nobuo Yamazato and the Company.

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Candidate
No.

Name
(Date of birth)

Career summary, position, and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1996
Sept. 2006
Jan. 2009
May 2009
Sept. 2010

Motoyuki Shikata(November 20, 1973)

May 2012
May 2016
May 2018
Oct. 20183

Reelection

Mar. 2019

Apr. 2019

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

Conflicts of interest
There is no conflict of interest between Motoyuki Shikata and the Company.

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Number of theCompany’s shares
owned

1,000 shares

Candidate
No.

Name
(Date of birth)

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

4

Number of theCompany’s shares
ownedJoined Mitsui O.S.K. Lines, Ltd
Manager of Office of Secretary and Planning
Department
Feb. 1994
Manager of North America Department
June 1996
Director and General Manager of Liner
Department
Hiroyuki Sato
June 1998
Managing Director(January 9, 1944)
June 1999
Senior Managing Director and Senior
Managing Officer
Reelection
3,000 shares
June 2003
Deputy President and Deputy President
Candidate for outside Director
Executive Officer
Candidate for independent
June 2006
President of DAIBIRU CORPORATION
officerJune 2011
Adviser
May 2014
Director of the Company (current position)
Jan. 2016
Auditor of Hakuseisha CO., LTD. (current
position)
June 2018
President of Nagoya-Yokkaichi International
Port Corporation (current position)
Reasons for selection as candidates for outside Director
Hiroyuki Sato has a wealth of experience as a company executive and broad knowledge. The Company proposes hiselection as outside Director to utilize his sense of balance as a company executive and gain his guidance in improving
our corporate governance.
Conflicts of interest
There is no conflict of interest between Hiroyuki Sato and the Company.
Notes: 1. The Company has entered into an agreement with Hiroyuki Sato regarding liabilities under Article 423,
paragraph 1 of the Companies Act, to limit his liability for damages to the minimum liability amountstipulated 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 agreementwith him. He is currently an outside Director of the Company, and at the conclusion of this meeting, his
tenure will have been five years and two months.
2. Regarding the issue of improper accounting by our consolidated subsidiary, KAJITAKU CO., Ltd., Hiroyuki
Sato had been unaware of such improprieties until they came to light, but he had called for greater attention
to corporate governance at meetings of the Board of Directors, etc. Since this incident was revealed, he has
been providing necessary proposals.

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No.

Name
(Date of birth)

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

5

Number of theCompany’s shares
ownedJoined Matsushita Electric Industrial Co., Ltd.
(currently Panasonic Corporation)
Apr. 2003
Chief of PDP TV Business Unit, Imaging
Business Group of Panasonic AVC Network
Company
Apr. 2006
Director of Matsushita Electric Industrial Co.,Ltd.
Senior Vice President, Chief of PDP TV
Business Unit, Visual Products and Display
Devices Business Group of Panasonic AVC
Networks Company
June 2009
Director of Corporate Quality Administration
Masaaki Fujita
Division in charge of Corporate FF Customer(September 6, 1952)
Support & Management Division
Reelection
Mar. 2010
In charge of Global Procurement and Director
2,400 shares
Candidate for outside Directorof Corporate Procurement Division; in charge
Candidate for independentof Global Logistics and Director of Corporate
officer
Global Logistics Division; in charge of Trading
Company
Apr. 2011
Managing Executive Officer
Apr. 2014
Specially Appointed Professor of the IndustryUniversity Cooperative Center of Advanced
Education, Research Organization for the 21stCentury of Osaka Prefecture University
May 2015
Director of the Company (current position)
Apr. 2017
Specially Appointed Professor of Center ofAdvanced Education, Faculty of Liberal Arts
and Sciences of Osaka Prefecture University(current position)
Reasons for selection as candidates for outside Director
The Company proposes the election of Masaaki Fujita as outside Director to gain his accurate advice to the Company’s
Management of Technology based on his wealth of experience in quality and production control and to gain his
guidance in improving the Company’s management and corporate governance based on his managerial knowledge incrossing different kinds of business, the development of global business, and management as well as his humane
personnel development.
Conflicts of interest
There is no conflict of interest between Masaaki Fujita and the Company.
Notes: 1. The Company has entered into an agreement with Masaaki Fujita regarding liabilities under Article 423,
paragraph 1 of the Companies Act, to limit his liability for damages to the minimum liability amountstipulated 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 agreementwith him. He is currently an outside Director of the Company, and at the conclusion of this meeting, his
tenure will have been four years and two months.
2. Regarding the issue of improper accounting by our consolidated subsidiary, KAJITAKU CO., Ltd., Masaaki
Fujita had been unaware of such improprieties until they came to light, but he had called for greater attention
to corporate governance at meetings of the Board of Directors, etc. Since this incident was revealed, he has
been providing necessary proposals.

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No.

Name
(Date of birth)

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

6

Number of theCompany’s shares
ownedJoined the Ministry of Transport (General
Affairs Division of Civil Aviation Bureau)
Apr. 1983
Seconded to Geneva Office of Japan National
Tourism Organization (JNTO)
May 1988
First Secretary of Permanent Delegation ofJapan to the Organisation for Economic
Cooperation and Development (OECD)
Jan. 1991
Deputy Assistant Vice-Minister
July 2001
Deputy Director-General (Maritime Bureau &Ports and Harbours Bureau) of Minister’s
Secretariat of Ministry of Land, Infrastructure,
Transport and Tourism
Apr. 2003
Senior Vice President (Logistics & International
Division) of Japan Post
Yoshiaki Hompo
July 2007
Deputy Vice-Minister for Tourism Policy,(April 20, 1949)
Minister’s Secretariat of Ministry of Land,
Infrastructure, Transport and Tourism
Reelection
400 shares
Oct. 2008
Commissioner of Japan Tourism Agency
Candidate for outside Director
Apr. 2010
Professor of Tokyo Metropolitan University
Candidate for independent
Jan. 2014
Special Adviser of Japan Tourism Agency
officer(current position)
Nov. 2014
Adjunct Professor of Tokyo Institute ofTechnology
Apr. 2015
Research Professor of Tokyo Metropolitan
University
June 2015
Outside Director of THE KEIHIN CO., LTD.
(current position)
June 2016
Chief of UNWTO Regional Support Office for
Asia and the Pacific (current position)
Apr. 2017
Visiting Professor of Tokyo Institute ofTechnology (current position)
May 2017
Director of the Company (current position)
Apr. 2018
Visiting Professor at Tokyo Metropolitan
University (current position)
Reasons for selection as candidates for outside Director
Yoshiaki Hompo has extensive career and broad insight as the first Commissioner of Japan Tourism Agency and SeniorVice President of Japan Post in addition to overseas experience and administrative experience related to the Ministry ofTransport. Also, he has experience in the area of human resource development as an adjunct and research professor. The
Company judges he will contribute to the management of the Company, and proposes his election as outside Director.
Conflicts of interest
There is no conflict of interest between Yoshiaki Hompo and the Company.
Notes: 1. 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 amountstipulated 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 agreementwith him. He is currently an outside Director of the Company, and at the conclusion of this meeting, his
tenure will have been two years and two months.
2. Regarding the issue of improper accounting by our consolidated subsidiary, KAJITAKU CO., Ltd., Yoshiaki
Hompo had been unaware of such improprieties until they came to light, but he had called for greaterattention to corporate governance at meetings of the Board of Directors, etc. Since this incident was
revealed, he has been providing necessary proposals.

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