News Release: AEON DELIGHT CO., LTD.

(9787 TSE Prime)
31st May 2024

Notice concerning controlling shareholder, etc.
AEON DELIGHT Co., Ltd. (hereinafter referred to as “the Company”) announces the following
information related to the Company’s controlling shareholder.

1. Name and other information of parent company, controlling shareholder (excluding parent
company), and other affiliated companies as of 29th February 2024

Name

Aeon Co., Ltd.

Attribute
Parentcompany

Percentage of voting rights held(%)

Stock exchange where

DirectAggregate

issued shares are publicly

holdingindirect holdings

56.95

0.96

Total
57.91

listedPrime of the Tokyo 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(56.95% 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 three outside corporate auditors, including two
independent officers, to ensure greater independence in management decisions, and to makeits own decisions regarding management decisions in terms of business operations and fundprocurement. Furthermore, the Company has one officer who concurrently serves as an
executive officer of Aeon Co., Ltd. and has introduced a framework to protect the interests ofminority shareholders by, for example, not allowing the said officer to participate in resolutions
on matters related to transactions with controlling shareholders, etc. and consulting a special
committee composed of independent outside directors on matters where there is concern
about a conflict of interest between the controlling shareholders and minority shareholders.
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 to
a company with a Nomination 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-1-

News Release: AEON DELIGHT CO., LTD.

(9787 TSE Prime)

management quality as a result of the discipline imposed by the capital markets are made into
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 31st May 2024
Position

Name

Position at parent company, etc. or its
group companies

Reason for appointment

Executive Vice President andDirector

Executive Officer

Mr.Watanabe

Human Resources and AEON Living

strengthen

Hiroyuki

Zone Promotion, Administration & Risk

management by applying his extensive

WatanabeManagement, AEON CO., LTD.

experience in corporate management

Director, AEON Financial Service Co.,

and

Ltd.

management.

broad

was

appointed

thetoCompany's

insight

into

risk

was

appointed

toDirector, Inageya Co., Ltd.

AuditorAdvisor, AEON CO., LTD.

Mr.

Fujimoto

Takafumi

Auditor, AEON RETAIL Co., Ltd.

strengthen supervisory functions by

Fujimoto

Auditor, AEON Financial Service Co.,

applying his extensive experience andLtd.

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 103, 104 and 105 of the
51st Annual Securities Report(only Japanese) filed on 31st May 2024.
4. Measures to be taken to protect minority shareholders in the event of a transaction with thecontrolling shareholder
The company belongs to a corporate group consisting of Aeon Co., Ltd. (pure holding
company), 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 more business opportunities
for the Company.
Therefore, the Company believes that collaboration and maximization of synergies with Aeon
Group companies will contribute to the expansion of minority shareholders' interests.
In accordance with Article 9 "Prevention of transactions that go against shareholders’interests" of the AEON delight Corporate Governance Guidelines, the Company ensures the
economic rationality of the terms and conditions of transactions with Aeon Co., Ltd. and its-2-

News Release: AEON DELIGHT CO., LTD.

(9787 TSE Prime)

group companies from the perspective of protecting minority shareholders, and concludes
particularly important contracts and others through deliberation at meetings of the Special
Committee which is consist of independent outside directors and resolutions at meeting of
the Board of Directors attended by outside directors and outside corporate auditors who aredesignated as independent officers stipulated by the Tokyo Stock Exchange, Inc.
In addition, we established a special committee in May 2022 as an advisory body to the Boardof Directors, with the chairman and all members being independent outside directors, for the
purpose of appropriately reflecting the opinions of minority shareholders and otherstakeholders in the Board of Directors from a standpoint independent of management
executives and controlling shareholders in the event of matters that may cause conflicts ofinterest between controlling shareholders and minority shareholders.

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