News Release: AEON DELIGHT CO., LTD.

(9787 TSE1)
May 28, 2021

Notice Concerning Controlling Shareholder, etc.
AEON DELIGHT Co., Ltd. (“the Company”) announces the following information related to theCompany’s controlling shareholder.

1. Name and other information of parent company, controlling shareholder (excluding parentcompany), and other affiliated companies as of February 28, 2021.
Percentage of voting rights held
Name

Aeon Co., Ltd.

AttributeParentDirect

Aggregateholding

indirect holdings

55.28

0.94

Total
56.22

company*Percentage of voting rights held is rounded to the second decimal point.

Stock exchange whereissued shares arepublicly listed
FirstSectionofTokyo Stock Exchange

2. Relationship between the Company and its parent companies or other listed companies including
the positioning of the Company in the corporate group
The Company's parent company is Aeon Co., Ltd. and Aeon Co., Ltd. holds 27,613,000 shares(55.28% of voting rights) of the Company's stock.
The Board of Directors of the Company consists of eight directors, including four outside
directors, and is in a position to make independent management decisions.
In addition, the Company has appointed two outside corporate auditors, one of whom isappointed as an independent officer along with four outside directors, to ensure greater
independence in management decisions, and to make its own decisions regarding
management decisions in terms of business operations and fund procurement.
In addition, the Company has accepted one officer who serves concurrently as an officer ofAeon Co., Ltd. but this does not prevent the Company from making its own management
decisions, and the Company believes that a certain degree of independence from the parentcompany has been secured.
Aeon Co., Ltd.'s "Policies on Governance of Listed Subsidiaries" is as follows.
Based on its basic principles of "Pursuing peace, respecting humanity, and contributing tolocal communities, always with the customer's point of view as its core," Aeon believes thatthe enterprise value of the entire Group can be enhanced by emphasizing the autonomy andoriginality of the management of Group companies and practicing group management basedon a decentralized system, and has practiced this philosophy since its founding.
Against this backdrop, as a parent company, the Company was one of the first to transition toa company with a nominating committee in 2003 in order to increase the transparency ofGroup governance and the speed of management. In 2008, the Company transitioned to apure holding company in order to strengthen management from the perspective of the entire
Group without being biased toward any particular business, and has been implementing
management measures to increase synergy across the entire Group.
Among the Group companies, those that are expected to achieve sustainable growth throughself-directed management that reflects business and regional characteristics and improve
management quality as a result of the discipline imposed by the capital markets are made into-1-theNews Release: AEON DELIGHT CO., LTD.

(9787 TSE1)

listed subsidiaries.
In addition, from the perspective of protecting minority shareholders of listed subsidiaries, theCompany requests the appointment of independent outside directors and the establishmentof an advisory committee of independent officers.
As described above, the Company believes that collaboration and maximization of synergies
with Aeon Group companies will benefit minority shareholders.
Concurrent positions held by officers as of May 28, 2021
Position

Director

Name

Position at parent company, etc. or its
group companies

Reason for appointment

Executive OfficerMr.

Watanabe

Human Resources and Administration

strengthen

HiroyukiAdministration & Risk Management,

management by applying his extensive

Watanabe

Aeon Co., Ltd.

experience in corporate management

Director, Aeon Financial Service Co.,

andLtd.

management

broad

wastheinsightappointedtoCompany's

intoriskMr. Nishimatsu was appointed toAuditor

MasatoNishimatsu

Advisor, Aeon Co., Ltd.

strengthen supervisory functions byAuditor, Aeon Mall Co., Ltd.

incorporating

Auditor, Aeon Hokkaido Co., Ltd.

perspectives and insights into theGroupmanagement

Company's audits.

Auditor

Yuji
KawabeAdvisor, Aeon Co., Ltd.

Mr.

Kawabewasappointed

Auditor, Aeon Retail Co., Ltd.

strengthen supervisory functions byAuditor, The Daiei, Inc.

applying his extensive experience andAuditor, Aeon Credit Service Co., Ltd.

broad insight to the Company's audits.

3. Matters concerning transactions with controlling shareholders, etc.
Please refer to the "Related Party Transactions" section on pages 100 and 101 of the Annual
Securities Report filed on May 20, 2021.
4. Measures to be taken to protect minority shareholders in the event of a transaction with thecontrolling shareholder
AEON delight belongs to a corporate group consisting of Aeon Co., Ltd. (pure holdingcompany; “Aeon Co. Ltd.”) and Aeon Co., Ltd. consolidated subsidiaries and equity-method
affiliates.The Company makes its own independent management decisions related to daily
business operations, and confers with or reports to Aeon Co. Ltd. concerning key
management issues. The growth of Aeon Co., Ltd. and its group companies leads to morebusiness opportunities for the Company.
Therefore, the Company believes that collaboration and maximization of synergies withAeonGroup companies will contribute to the expansion of minority shareholders' interests.
In accordance with Article 9 " Prevention of transactions that go against shareholders’-2-toNews Release: AEON DELIGHT CO., LTD.

(9787 TSE1)

interests" of the AEON delight Corporate Governance Guidelines, the Company ensures theeconomic rationality of the terms and conditions of transactions with Aeon Co., Ltd. and its
group companies from the perspective of protecting minority shareholders, and concludes
particularly important contracts through resolutions at meetings of the Board of Directors
attended by outside directors and outside corporate auditors who are designated as
independent officers stipulated by the Tokyo Stock Exchange, Inc.

-3-