This exchange offer is made for the securities of a foreign company. The offer is subject to disclosure
requirements of a foreign country that are different from those of the United States. Financial statements includedin the document, if any, have been prepared in accordance with foreign accounting standards that may not becomparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities
laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents
of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court
for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates tosubject themselves to a U.S. court's judgment.
You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as inopen market or privately negotiated purchases.
This document has been translated from the Japanese-language original for reference purposes only. While thisEnglish translation is believed to be generally accurate, it is subject to, and qualified by, in its entirety, theJapanese-language original. Such Japanese-language original shall be the controlling document for all purposes.

1April 18, 2024
Company name: Welcia Holdings Co., Ltd.
Representative name: Takamitsu Ikeno, Chairman and Representative
Director and President(Code: 3141 TSE Prime Market)
Contact: Juichi Nakamura, Director, Vice President and Executive
Officer responsible for Corporate Matters(Telephone: +81-3-5207-5878)
Company name: Inageya Co., Ltd.
Representative name: Yoshikazu Motosugi, President and CEO(Code: 8182 TSE Prime Market)
Contact: Kazushige Hamura, Executive Director(Telephone: +81-42-537-5111)
Company name: Aeon Co., Ltd.
Representative name: Akio Yoshida, Director, President andExecutive Officer(Code: 8267 TSE Prime Market)
Contact: Hiroaki Egawa, Executive Officer, Finance and Business
Management(Telephone: +81-43-212-6042)

Notice Regarding 100% Acquisition of Welpark Co., Ltd. by Welcia Holdings Co., Ltd.,
Changes in Subsidiary at Inageya Co., Ltd. (share transfer) and receipt of special dividend
from such Subsidiary, as well as Recognition of Extraordinary Income
Aeon Co., Ltd. (“AEON” and, together with its subsidiaries, “AEON Group”), Welcia Holdings
Co., Ltd. ("Welcia” and, together with its subsidiaries, “Welcia Group”) and Inageya Co., Ltd.
("Inageya” and, together with its subsidiaries, “Inageya Group”) have today entered into a sharetransfer agreement ("Share Transfer Agreement”) whereby Welcia will acquire 16 million Welpark
Co., Ltd. (“Welpark”) shares (84.21%) from Inageya and 3 million Welpark shares (15.79%) fromAEON (“Transaction”). As a result, Welpark will become a wholly owned subsidiary of Welcia.
As a result of the above, Inageya is expected to record extraordinary income of approximately JPY
1,623 million during the second quarter of the fiscal year ending March 2025.
Also, as a result of the Transaction, Welpark will cease to be a consolidated subsidiary of Inageya.
1. Reasons for the acquisition of shares
Welcia’s corporate slogan is “To promote higher quality of life and healthy lifestyles for ourcustomers.” Based on this slogan, Welcia has been evolving its business model (“Welcia
2Model”) centered on “In-store pharmacy,” “Counselling,” “Late night operations” and “Nursing,”
aiming to become a “Lifestyle platform” and “Specialized General Store.” We aim to build storesthat support a rich lifestyle, health and beauty of nearby residents by expanding our service offering
to be more convenient, to have a selection of goods that reflects the regional nature, and to provide
counselling and polite customer service that leverages the specialized knowledge of our employees.
We operate stores from Hokkaido to Okinawa.
Inageya operates supermarket and drug store businesses in the Kanto region (Tokyo, Kanagawa,
Saitama and Chiba). Inageya aims to contribute to society as a “helpful local business” bypromoting “sukoyakeku,” which means “contributing to the realization of healthy, rich and warm
daily lives, and a healthier society for customers” and practicing “the way of the merchant” whichrefers to “a group of people who can experience the joy of their customers as their own joy.”Welpark, which handles the drugstore business of the Inageya Group, has a corporate slogan of“helping with a healthy and rich everyday.” Welpark has a total of 140 stores (as of March 2024,
21 of these stores include pharmacies and seven stores are exclusively pharmacies) in good
locations such as residential areas, train station areas, and next to major roads, in the Kanto region(Tokyo, Kanagawa, Saitama and Chiba). In recent years, Welpark has been promoting its status
as a “lifestyle support drugstore” by improving its customer interaction capabilities and its
employment of personnel with qualifications, and by strengthening its e-commerce business andstores that combine sales of products together with a pharmacy.
AEON is promoting management based on the basic philosophy of “pursuing peace withcustomers, respecting people and contributing to local communities.” AEON has made theevolution of health and wellness to respond to the new era an important strategy. The extensionof healthy lifespan is a social issue, and customers’ desire for improved health is at an all-time high.
In this environment, AEON aims to continue to provide convenience and a richer lifestyle tocustomers through evolving its health and wellness business to provide holistic products andservices.
The drugstore business to date has expanded steadily in market size based on aggressive
expansion in number of stores, expanded product selection and increases in the demand for health.
On the other hand, consumers have become more cost-conscious as a result of price increases, andpersonnel and logistics costs have been increasing, among other changes in the businessenvironment. Also, the room for new store openings in the domestic market is shrinking, and theopportunities for restructuring are increasing as we approach a mature stage of growth as anindustry.
Through the Transaction, Welcia will be able to further strengthen its dominance of Welcia’s
mother markets by Welpark joining the Welcia Group, as Welpark has a strong management basein the Tokyo metropolitan area, where the population continues to grow despite the overall aging
population and decreases in birth rate. We believe Welcia will be able to increase its business
operations’ efficiency through optimized logistics and marketing. Welpark, we believe, will beable to improve its ability to attract revenues and customers by joining forces with Welcia on its
private brand products, procurement and marketing.
Welcia determined that it would be most effective for Welpark to join the Welcia Group in orderto advance its crosscutting development of the “Welcia Model” in the Tokyo metropolitan area bybuilding an operation that can make maximum use of both companies’ management resources.
This is why we have decided to proceed with the acquisition of shares. Welcia would like toachieve its vision of providing healthy living and a rich lifestyle to local customers by proactively
3

giving back to customers the new value created.
On the other hand, Inageya also determined, taking into account the changes taking place within
the drugstore industry, it would be appropriate to leverage the synergies that would be created byutilizing both companies’ management resources after the Transaction resulting in Welpark
becoming a wholly owned subsidiary of Welcia in order to provide better products and services tocustomers, and to maximize the motivation of the employees who work at Welpark and also
Welpark’s corporate value. This is why Inageya determined to transfer its Welpark shares to
Welcia.
AEON agrees with Welcia’s and Inageya’s thoughts stated above, and that it is possible toincrease Welpark’s and Welcia’s corporate value through the Transaction. This is why AEON
decided to transfer its Welpark shares to Welcia.
2. Overview of the subsidiary experiencing the change (Welpark)(1)
Name
Welpark Co., Ltd.
1-1, Sakaecho 6-chome, Tachikawa-shi,(2)
AddressTokyo(3)
Name and title of representative
Ichiro Sugano, Representative Director
Operates drugstores and pharmacies in the(4)
Business overview
Tokyo metropolitan area
(5)
Amount of Capital
JPY 950 million (as of December 31, 2023)(6)
Date of Establishment
September 17, 1990
84.21%
Major shareholders and shareholding Inageya(7)
percentage
AEON
15.79%
Nothing with Welcia.
However, Welpark is a
subsidiary of Inageya, which is
Capitala subsidiary of AEON, which
relationshipis Welcia’s parent company.
Also, Welpark is a subsidiaryof AEON.
Nothing with Welcia itself.
However, WELCIAYAKKYOKU CO., LTD., asubsidiary of Welcia, has a(8)
Relationship with the listed company
director named Hiroyuki
Namba, and he services as adirector of Welpark.
Personal
With respect to Inageya,
relationshipKazuhiko Shimamoto, a
director of Inageya, also serves
as a director of Welpark.
Further, Kenichiro Takayanagi,
an auditor of Inageya, also
serves as an auditor of
Welpark.
4

None with Welcia.
Inageya has business
relationships with Welpark byleasing a portion of its stores
Businessand purchasing some products.
relationships
Also, Inageya and Welpark
have entered into an“Agreement on CashManagement”.
Consolidated financial results for the most recent three (3) years
Accounting Period
March 2021
March 2022 March 2023

(9)

Net assets
Total assets
Net assets per share
Sales
Operating profit
Ordinary profit
Net profit from the relevant period
Net profit per share from the relevant period
Dividend per share
3. Overview of parties(1) Welcia
(1)
Name
(2)
Address
Name and title of(3)
representative(4)

Business overview(5)

Amount of Capital
Date of
Establishment
Net assets
Total assets
Major shareholders
and shareholding
percentage (as of

(6)
(7)
(8)
(9)

JPY 6,855
millionJPY 14,668
millionJPY 360.8
JPY 43,358
millionJPY 1,047
millionJPY 1,088
million
JPY 0,597
millionJPY 31.4
JPY 3.15

JPY 7,357
millionJPY 15,545
millionJPY 387.3
JPY 42,638
millionJPY 1,000
millionJPY 1,059
million
JPY 0,567
millionJPY 29.9
JPY 2.99

JPY 7,603
millionJPY 15,752
millionJPY 400.2
JPY 43,676
million
JPY 0,770
million
JPY 0,801
million
JPY 0,302
millionJPY 15.9
JPY 1.60

Welcia Holdings Co., Ltd.
Sotokanda 2-2-15, Chiyoda-ku, Tokyo
Takamitsu Ikeno, Chairman and Representative Director andPresident and CEO
Management and operation of subsidiaries and group companies
which operate a chain of drugstores with in-store pharmacies
JPY 7,748 million (as of February 29, 2024)
September 1, 2008
JPY 244,367 million (as of February 29, 2024)
JPY 551,860 million (as of February 29, 2024)
AEON
The Master Trust Bank of Japan, Ltd. (Trust
Account)
550.54%
7.81%

August 31, 2023)(10)

Relationship withthe relevant
companies

Custody Bank of Japan, Ltd. (Trust Account)
3.40%
Welcia Holdings Employee Stockownership Plan
1.88%
TSURUHA HOLDINGS, INC.
1.60%
Custody Bank of Japan, Ltd. (Trust Account E)
1.39%
STATE STREET BANK WEST CLIENT1.36%
TREATY 505234
SMBC Nikko Securities Inc.
1.14%
Ishida K.K.
0.77%
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
0.71%
None with Inageya.
CapitalAEON holds 105,950,600 ordinary shares of Welcia
relationship(approximately 50.54%* of the total)
None with Inageya.
Motoya Okada, Director, Chairman and
Personal
Representative Executive Officer of AEON, serves
relationshipas a Director of Welcia.

None with Inageya.
The AEON Group and the Welcia Group have a
Businessrelationship that includes payment of royalties,
relationshipconsumption bailment, financial services andpurchases of products.
Applicability Welcia is considered an affiliated party becauseof affiliated
Inageya is a subsidiary of AEON.
parties
AEON is the parent company of Welcia.
*: % of the total means percentage based on Welcia’s total outstanding shares as of August 31, 2023,
reported on October 10, 2023, in Welcia’s 16th fiscal period second quarter report (209,656,076
shares) minus the treasury shares held by Welcia (excluding 3,425,219 shares held in trust for
executives and employees as of August 31, 2023) (13,634 shares), rounded to the second
decimal place.
(2) Inageya
(1)
Name
(2)
Address
Name and title of(3)
representative(4)

Business overview(5)

Amount of Capital
Date of
Establishment
Net assets
Total assets
Major shareholders

(6)
(7)
(8)
(9)

Inageya Co., Ltd.
1-1, Sakaecho 6-chome, Tachikawa-shi, Tokyo
Yoshikazu Motosugi, President and CEO
Retail support business, such as retail business, food wholesale,facility management, store support business and agricultural
management by supermarkets and drug stores
JPY 8,981 million (as of December 31, 2023)
May 20, 1948
JPY 56,849 million (as of December 31, 2023)
JPY 103,978 million (as of December 31, 2023)
AEON
617.01 %

and shareholding
Inageya business association
9.15 %
percentage (as ofResona Bank, Limited
4.17 %
September 30, 2023) Custody Bank of Japan, Ltd. (Trust Account)4.03 %The Master Trust Bank of Japan, Ltd. (Trust
3.73 %
Account)
MITSUBISHI SHOKUHIN CO., LTD.
2.29 %
Tokyo Tama Seika Co., Ltd.
2.07 %
Nippon Life Insurance Co.
1.92 %
Kokubu Holdings Corp.
1.78 %MUFG Bank, Ltd.
1.64 %
None with Welcia.
AEON holds 23,586,400 shares of Inageya atpresent (approximately 50.79%* of the total).
Also, AEON holds another 96,000 shares(approximately 0.21%* of the total) of Inageya via
Capitalits ownership of Kasumi Co., Ltd. (“Kasumi”),
relationshipwhich is a wholly owned subsidiary of United Super
Markets Holdings Inc. (“U.S.M.H”), which is a
consolidated subsidiary of AEON. In total, thus,
AEON holds 23,682,400 shares (approximately
Relationship with
51.00%* of the total).
(10)
the relevant
None with Welcia.
companies
Mr. Hiroyuki Watanabe, an executive vice president
Personal
in charge of human resources and administration,
relationshipand supervisor of risk management of AEON,
concurrently serves as Inageya’s director.
None with Welcia.
Business
AEON Group has business relations with Inageya
relationshipGroup that include purchasing products.
Applicability Considered an affiliated party of Welcia becauseof affiliated
Inageya is a subsidiary of AEON.
parties
AEON is Inageya’s parent company.
*: % of the total means percentage based on Inageya’s total outstanding shares as of September 30,
2023, which was reported on November 14, 2023, in Inageya’s 76th fiscal period second quarter
report (52,381,447 shares) minus the treasury shares held by Inageya as of the same date(excluding 85,256 shares held in trust for executives and employees as of September 30, 2023)(5,946,838 shares), rounded to the second decimal place.
(3) AEON
(1)
Name
(2)
Address
Name and title of(3)
representative(4)

Business overview

Aeon Co., Ltd.
5-1 Nakase 1-chome, Mihama-ku, Chiba-shi, Chiba
Akio Yoshida, President and Executive Officer
Management of the company’s business activities by holding stocks
or shares of companies engaged in retail businesses, shopping mall
7

(5)
(6)
(7)
(8)

Amount of Capital
Date of
Establishment
Net assets
Total assets

development businesses, financial services businesses, services
businesses and related businesses.
JPY 220,007 million (as of February 29, 2024)
September 21, 1926

JPY 2,087,201 million (as of February 29, 2024)
JPY 12,940,869 million (as of February 29, 2024)
The Master Trust Bank of Japan, Ltd. (Trust
13.67 %
Account)
Custody Bank of Japan, Ltd. (Trust Account)4.42 %
Mizuho Bank, Ltd.
3.88 %The Cultural Foundation of Okada
2.56 %
Major shareholders
AEON Environmental Foundation
2.54 %and shareholding(9)
The Norinchukin Bank
2.12 %
percentages (as of
STATE STREET BANK WEST CLIENTAugust 31, 2023
1.43 %
TREATY 505234
AEON Mutual Benefit Society (Nomura Securities
1.41 %
account)
Employees’ Stockholding Association
1.41 %
Tokio Marine & Nichido Fire Insurance Co., Ltd.
1.17 %AEON holds 23,586,400 shares of Inageya’scommon stock (ownership percentage (Note 1) of
50.79 %). Also, AEON’s consolidated subsidiary
CapitalU.S.M.H holds via its 100% subsidiary Kasumi
relationshipanother 96,000 shares (ownership percentage (Note1) of 0.21%) indirectly.
AEON owns 105,950,600 of Welcia’s ordinary
shares (ownership percentage (Note 2) of 50.54 %).
Mr. Hiroyuki Watanabe, an executive vice president
in charge of human resources and administration,and supervisor of risk management of AEON,
Personal
Relationship withconcurrently serves as Inageya’s director.
relationship(10)
the relevant
Motoya Okada, Director, Chairman andcompanies
Representative Executive Officer of AEON, serves
as a Director of Welcia.
AEON Group and Inageya Group have arelationship that includes purchasing products.
Business
The AEON Group and the Welcia Group have arelationshiprelationship that includes payment of royalties,
consumption bailment, financial services andpurchases of products.
Applicability
AEON is Inageya’s parent company.
of affiliated
AEON is Welcia’s parent company.
parties(Note 1) The term “ownership percentage” refers to the percentage based on Inageya’s total outstanding
8

shares as of September 30, 2023, which was reported on November 14, 2023, in Inageya’s 76th fiscal
period second quarter report (52,381,447 shares) minus the treasury shares held by Inageya as of thesame date (excluding 85,256 shares held in trust for executives and employees as of September 30,2023) (5,946,838 shares), rounded to the second decimal place.
(Note 2) The term “ownership percentage” refers to the percentage based on Welcia’s total outstanding
shares as of August 31, 2023, reported on October 10, 2023, in Welcia’s 16th fiscal period second quarter
report (209,656,076 shares) minus the treasury shares held by Welcia (excluding 3,425,219 shares heldin trust for executives and employees as of August 31, 2023) (13,634 shares), rounded to the second
decimal place.
4. Status of share ownership before and after the acquisition of shares (transfer), acquisition (transfer)price and number of shares acquired (transferred)(1) Welcia
Zero shares
Share ownership before(1)(Number of voting rights: Zero)change(Voting rights ownership percentage: 0.00%)
Number of shares
19,000,000 shares(2)acquired(Number of voting rights: 19,000 units)(3)
Acquisition priceCommon stock of Welpark: JPY 8,300 million
Advisory fees (estimated amount): JPY 105 million
Total (estimated amount): JPY 8,405 million
19,000,000 shares
Share ownership after(4)(Number of voting rights: 19,000 units)transfer(Voting rights ownership percentage: 100.00%)(2) Inageya(1)
Share ownership before
transfer(2)
Number of sharestransferred(3)
Transfer price(4)
Share ownership after
transfer

16,000,000 shares(Voting rights percentage: 84.21%)
16,000,000 shares(Voting rights percentage: 84.21%)
JPY 6,989 million
Zero shares(Voting rights ownership percentage: 0.00%)(3) AEON(1)
Share ownership before
transfer

3,000,000 shares(2)

3,000,000 shares(Voting rights ownership
percentage: 15.79%)

Number of shares transferred(Voting rights ownership
percentage: 15.79%)(3)

Transfer price

JPY 1,311 million
9(4)Share ownership after transfer

Zero shares(Voting rights ownership
percentage: 0.00%)

5．Schedule
(1)

(2)
(3)

Date of board
decision anddecision ofrepresentative
officer
Contract executiondate
Effective date ofshare transfer

April 18, 2024

April 18, 2024
September 2, 2024 (planned)

6．Receipt of dividends at Inageya
(1)
(2)
(3)
(4)

Dividend amount
Date of decision
Effective date
Impact on businessresults

JPY 1,263 million
April 18, 2024
August 30, 2024 (planned)
Inageya will recognize the above dividend amount of JPY
1,263 million as non-operating income. Also, this will not
influence our consolidated operating results as it is a dividend
from a consolidated subsidiary.

7．Recognition of extraordinary income at Inageya
The amount of approximately JPY 1,623 million is planned to be recognized as extraordinary income
from sale of related-company shares in Inageya’s second quarter of the March 2025 fiscal year upon
the effectiveness of the share transfer following satisfaction of the conditions precedent set out in the
Share Transfer Agreement.
8．Future outlook
The Transaction’s impact on Welcia’s financial condition and results of operations is presently
expected to be de minimis. However, we will promptly make a public notice when an event thatshould be made public shall have occurred. Also, we understand that the impact on AEON’s results ofoperations and financial condition will also be de minimis. However, we will promptly make apublic notice when an event that should be made public shall have occurred. Also, Welpark will cease
to be a consolidated subsidiary of Inageya as of the date of the share transfer’s effective date. We are
currently evaluating the impact on the forecast operating results for the March 2025 fiscal year of
Inageya, and we will disclose the same promptly after we have confirmed the same.
9. Matters related to Transactions with controlling shareholders of Welcia
10(1) Appropriateness of the Transaction with controlling shareholder and compliance with the policy on
measures to protect minority shareholders
AEON is the parent company of Welcia and is a controlling shareholder. Inageya is a subsidiary of
AEON and is a related party to Welcia. As a result, the Transaction falls under the category oftransaction with a controlling shareholder for Welcia.
In the “Policy on Measures to Protect Minority Shareholders in Conducting Transactions with
Controlling Shareholder” stated in the corporate governance report disclosed on January 25, 2024,
Welcia stated that “Transactions with controlling shareholders are subject to the approval of the boardof directors as necessary in accordance with relevant laws and regulations such as the Companies Act
and internal rules such as the regulations of the board of directors. In approving such transaction, theboard of directors confirms the appropriateness and economic reasonableness of the transaction,
including whether it contains ordinary terms and conditions, and takes appropriate measures to avoid
disadvantages to minority shareholders.”
In this regard, in the Transaction, Welcia has taken measures to ensure fairness and avoid conflicts ofinterest as described in 9. (2) “Measures to ensure fairness and avoid conflicts of interest” below. As
a result of those measures, we believe that the Transaction complies with Welcia’s “Policy on Measures
to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder” referenced
above.
(2) Measures to ensure fairness and avoid conflicts of interest
As described in 9. (1) “Appropriateness of Transaction with controlling shareholder and compliancewith the policy on measures to protect minority shareholders” above, since the Transaction falls under
the category of transaction with a controlling shareholder for Welcia, Welcia has determined that it isnecessary to ensure fairness and avoid conflicts of interest, and has taken the following measures.
① Acquisition of a valuation report from an independent third-party valuation institution
Welcia appointed Kroll, K.K. (“Kroll”) as a third-party valuation institution independent of Welcia,
AEON, U.S.M.H, Inageya, and Welpark (AEON, U.S.M.H, Inageya and Welpark are hereinaftercollectively referred to as the “AEON Group (Four Companies)”) to ensure fairness andappropriateness in the examination of the pricing of the Transaction (“Transaction Price”), andobtained a valuation report on Welpark’s share value on April 17, 2024, using the discounted cash flow
method (“DCF Method”) and the comparable multiple valuation method to similar companies as thevaluation methods in the said valuation report.
② Advice from independent law firm
Welcia appointed Kitahama Partners, a legal professional corporation (“Kitahama Partners”), as alegal advisor independent of Welcia and the AEON Group (Four Companies) to ensure fairness andappropriateness of decision-making process of Welcia’s board of directors concerning the Transaction,and received legal advice (including a report on the results of legal due diligence conducted on Welpark)
regarding the methods and processes of decision-making of Welcia’s board of directors concerning theTransaction.
③ Acquisition of a report from a special committee with no conflict of interest in Welcia
In an effort of being careful with the decision making in connection with the Transaction and for the11

purpose of confirming that eliminating the possibility of arbitrariness and conflicts of interest arisingfrom the decision-making process of the board of directors of Welcia, ensuring the fairness of suchprocess, and causing the board of directors of Welcia to approve the Transaction would not bedisadvantageous to minority shareholders of Welcia, Welcia established a special committee consistingof three (3) members: Mr. Masanori Nozawa, who has no conflict of interest with the AEON Group(Four Companies), an outside director of Welcia, and for whom Welcia has filed with the Tokyo Stock
Exchange as an independent officer; Mr. Takashi Fujii, who is an outside auditor of Welcia and forwhom Welcia has filed with the Tokyo Stock Exchange as an independent officer; and Mr. Masashi
Yamada, who is an outside expert (PLUTUS CONSULTING Co., Ltd) (“Welcia Special Committee”).
In light of (i) the legitimacy and reasonableness of the purpose of the Transaction, (ii) the fairness andappropriateness of the terms and conditions of the Transaction (including the consideration for theTransaction), (iii) the fairness of the procedures relating to the Transaction; and (iv) based on the above(i) through (iii), whether the Transaction would be considered disadvantageous to the minority
shareholders of Welcia (collectively, (i) through (iv) above, “Welcia Matters for Consultation”).
In addition to holding a total of 12 meetings between January 17, 2024, and April 17, 2024, the Welcia
Special Committee also expressed its opinions and collected information via email and other means
outside the meetings, held ad hoc discussions, and carefully considered the Welcia Matters for
Consultation.
Specifically, at the first meeting of the Welcia Special Committee, it first confirmed the independence
and expertise of Kroll, a third-party valuation institution appointed by Welcia, Kitahama Partners, a
legal advisor, and Deloitte Tohmatsu Financial Advisory LLC (“Deloitte Tohmatsu Financial
Advisory”), a financial advisor, and also confirmed the review structure of Welcia from a perspectiveof independence. Thereafter, the Welcia Special Committee collected information on the Transactionby (a) receiving explanations from and conducting a question-and-answer session with Welcia about
the purpose of the Transaction, the background to the discussion, the business environment, and thepros and cons arising from the consummation of the Transaction; (b) requesting Deloitte Tohmatsu
Financial Advisory to conduct financial and tax due diligence and Kitahama Partners to conduct legal
due diligence on Welpark, receiving explanations from the advisors about the results of the financial,
tax and legal due diligence and conducting a question-and-answer session with respect to the details ofeach due diligence; (c) receiving explanations from Kroll about the methods and the results of thecalculation of the value of the shares, and conducting a question-and-answer session with respect tosuch matters; (d) receiving advice from Kitahama Partners regarding the decision-making methods ofthe board of directors of Inageya relating to the Transaction, the operation of the Welcia Special
Committee, and other measures to ensure the fairness of the procedures relating to the Transaction andmeasures to avoid conflicts of interest; and (e) reviewing documents related to the Transaction. Basedon the information, the Welcia Special Committee carefully discussed and considered the Welcia
Matters for Consultation and made a deliberation. Finally, the Welcia Special Committee wassubstantially involved in the negotiations with AEON and Inageya, such as by receiving updates
periodically from Deloitte Tohmatsu Financial Advisory on the background and details of the
discussions and negotiations among Welcia, AEON and Inageya relating to the Transaction, discussing
negotiation policy and other matters in multiple occasions until Welcia finally proposed the Transaction
Price, and expressing its opinions to Welcia.

12Following these discussions, the Welcia Special Committee submitted a report to the board of directorsof Welcia on April 17, 2024, stating that it is not disadvantageous to the minority shareholders of Welcia
to enter into the Transaction. For a summary of the opinions of the Welcia Special Committee, pleaserefer to “9. (3) Summary of opinions from those who have no conflicts of interest with the controllingshareholder regarding the fact that the Transaction is not disadvantageous to minority shareholders.”
below.
④ Approval of all directors of Welcia excluding those who have a conflict of interest, andsupportive opinions of all auditors excluding those who have a conflict of interest
All nine (9) of the ten (10) directors of Welcia, excluding Mr. Motoya Okada, attended the meeting of
the board of directors of Welcia held today and resolved to approve the Share Transfer Agreement andthe execution of the Transaction with the support of all the directors present. In addition, all auditors ofWelcia participated in the above meeting, and they expressed no objection to the above resolution.
Mr. Tadahisa Matsumoto, who served as an executive officer of AEON and a director of Welcia until
April 17, 2024, did not participate in the deliberations regarding the Transaction at the board of directorsof Welcia, and was not involved in the discussions and negotiations with AEON or Inageya regarding
the Transaction. Furthermore, Mr. Motoya Okada, who also serves as an officer of AEON, did notparticipate in the deliberations and resolutions regarding the Transaction at the board of directors ofWelcia, and was not involved in the discussions and negotiations with AEON and Inageya regarding
the Transaction, in order to avoid any conflict of interest.
(3) Summary of opinions from those who have no conflicts of interest with the controlling shareholder
regarding the fact that the Transaction is not disadvantageous to minority shareholders
On April 17, 2024, Welcia received a report from the Welcia Special Committee stating that the decisionof the Transaction would not be disadvantageous to the minority shareholders. The summary of thereport received from the Welcia Special Committee is as follows.
(i)
Legitimacy and Reasonableness of Purpose of the Transaction
As described in 1. “Reason for the acquisition of shares” above, the drugstore business, to which the
Welcia Group belongs, has expanded steadily in market size based on aggressive expansion in numberof stores, expanded product selection and increases in the demand for health. On the other hand,consumers have become more cost-conscious as a result of price increases, and personnel and logistics
costs have been increasing, among other changes in the business environment. Also, the room for
new store openings in the domestic market is shrinking, and the opportunities for restructuring areincreasing as we approach a mature stage of growth as an industry.
In such a business environment, even in an aging society with a declining birthrate, by expanding a
total of 140 stores (as of March 2024) in good locations such as residential areas, train station areas,
and next to major roads, in the Kanto region (Tokyo, Kanagawa, Saitama and Chiba), where population
growth continues, and by welcoming Welpark with a solid management base in the area into the Welcia
Group, we can promote the dominance of Welcia’s mother market and enhance the operational
efficiency of our business through optimization of logistics and sales promotion. In addition, in Welpark,13

in addition to having both a pharmacy and a drugstore with the support of Welcia, it is also considered
possible to attract more customers and increase profitability by introducing Welcia private brandproducts and jointly conducting procurement and sales promotion. On the other hand, the disadvantagesof the Transaction could arise from overlapping store locations (internal competition) and becoming apart of the Welcia Group, which could demotivate employees of Welpark. However, in view of the highcustomer needs in the Tokyo metropolitan area, where population inflows continue, and the market
environment in which multiple stores, including those of other companies, are already opening storesand competing with each other, the negative impact of internal competition is not expected to besignificant. In light of the intention and purpose of the Transaction, there is no specific risk ofdemotivating Welpark employees, and the disadvantages arising from this Transaction are considered
to be limited.
Therefore, the Transaction is expected to benefit Welpark and enhance the corporate value of Welcia,
while its disadvantages are expected to be limited. Therefore, the purpose of the Transaction is foundlegitimate and reasonable.
(ii)

Fairness and adequacy of the terms and conditions of the Transaction (including theconsideration of the Transaction)①With regard to the calculation results of the share valuation report of Kroll, an independent third
party valuation institution, based on a question-and-answer session on the calculation itself and its
methods, the results do not indicate any unreasonableness in light of general valuation practices,and the Transaction Price is within the range of the share value of Welpark under the DCF Method;and ② the agreement governing the Transaction does not contain any provision that is
unreasonably damaging to the interest of the minority shareholders, and no particular circumstances
exist that could impair the fairness and adequacy of the terms and conditions of the Transaction.
Therefore, the fairness and adequacy of the terms and conditions of the Transaction (including theconsideration for the Transaction) are confirmed.

(iii)

Fairness of Transaction Procedures

In connection with the Transaction, ① Welcia has obtained a share valuation report from Kroll, an
independent third party valuation institution; ② Welcia has received legal advice from KitahamaPartners, an independent legal advisor; ③ Welcia has established the Welcia Special Committee,
which is independent from AEON Group (Four Companies); and ④ Mr. Tadahisa Matsumoto, who
served as an executive officer of AEON and a director of Welcia until April 17, 2024, did not participate
in the deliberations regarding the Transaction at the board of directors of Welcia, and was not involvedin the discussions and negotiations with AEON or Inageya regarding the Transaction, and Mr. Motoya
Okada, who also serves as an officer of AEON, did not participate in the deliberations and resolutions
regarding the Transaction at the board of directors of Welcia, and was not involved in the discussions
and negotiations with AEON and Inageya regarding the Transaction, in order to avoid any conflict of
14

interest. Based on the foregoing, appropriate measures have been taken in connection with theTransaction and the procedures for the Transaction are considered fair.
(iv)
In light of (i) through (iii) above, whether the Transaction is disadvantageous to minority
shareholders of Welcia
In light of (i) to (iii) above, the Transaction is considered not disadvantageous to minority shareholdersof Welcia.
10．Matters Related to Transactions with Controlling Shareholder(1) Appropriateness of Transactions with Controlling Shareholder and Compliance with the
Policy on Measures to Protect Minority Shareholders
The Transaction constitutes a transaction with a controlling shareholder, etc. because it is atransaction between companies that have a common parent company.
In the corporate governance report disclosed by Inageya today, “Our Group belongs to agroup, which is comprised of AEON Co., Ltd., the parent company, and its consolidated
subsidiaries and equity-method affiliates. Each of Our Group companies conducts transactions
with the parent company with respect to product purchases and other matters. Transactions
with the parent company are conducted fairly as arm’s-length transactions, and we strive toensure that transactions with the parent company do not impair the interest of our minority
shareholders. Going forward, we will continue to establish a system that effectively protects
our minority shareholders without being influenced by the parent company or engaging intransactions, investments and business development that are advantageous to the parent
company.” is provided under “Policy on Measures to Protect Minority Shareholders in
Conducting Transactions with Controlling Shareholder.” In this regard, Inageya has taken
those measures to ensure fairness and avoid conflicts of interest in considering the Share
Exchange as described in 10. (2) “Measures to ensure fairness” and “Measures to Avoid
Conflicts of Interest” below. We believe that such measures complies with the content of thecorporate governance report.
(2) Matters concerning measures to ensure fairness and measures to avoid conflicts of interest
To ensure fairness and measures to avoid conflicts of interest, Inageya has taken thefollowing measures:① Valuation report from independent third-party institutions in Inageya
In order to ensure fairness in the calculation of the share transfer price, Inageya requested
Nomura Securities Co., Ltd. (“Nomura Securities”), a financial advisor and third-party
institution that is independent of Inageya and Welcia, to calculate Welpark’s share value andobtained a valuation report on Welpark’s share value.
② Establishment of independent special committee and acquisition of report in Inageya
For the purposes of eliminating the possibility of arbitrariness arising from the decisionmaking process and ensuring fairness, transparency and objectiveness in decision-making
processes, Inageya established a special committee (“Inageya Special Committee”),
15consisting of Mr. Shuichi Otani and Ms. Yaeko Ishida (Kitashiro), who are independent outside
directors of Inageya, and Mr. Koji Makino, who is an outside corporate auditor of Inageya, andconsulted the board of directors of Inageya whether the Transaction would be considereddisadvantageous to the minority shareholders (“Inageya Matters for Consultation”). In
deciding the matters, the board of directors of Inageya resolved that the Inageya Special
Committee’s judgment should be respected to the extent possible, and that it would not approve
the Transaction if the Inageya Special Committee finds it inappropriate.
The Inageya Special Committee carefully considered the Inageya Matters for Consultation
based on the documents and information provided by Inageya and its advisors and submitted
a report as of April 18, 2024 (“Inageya Report”), concluding as follows.
(i)

Reasonableness of the purpose of the Transaction (including whether it willcontribute to increase corporate value)

Welpark’s addition to the Welcia Group is expected to create synergies such as economies
of scale by leveraging the mutual strengths of Welcia and Welpark. In addition, from theperspective of the entire AEON Group, this will lead to the consolidation of the drugstore
business, thereby allowing Inageya to concentrate its management resources on the
supermarket business, which is its core business. On the other hand, there are no foreseeable
significant disadvantages to the Transaction.
Therefore, the Transaction is considered legitimate as it will contribute to increase corporate
value.
(ii)

Appropriateness of the terms and conditions of the Transaction

The acquisition price is within the price range determined by Nomura Securities, an
independent third-party valuation institution, based on the reasonably developed business planof Welpark. The level of the price is also found to be comparable to those in similar transactions
involving other companies. In addition, the Transaction including its structure was also
negotiated so that the Transaction would be fair and transparent, and in order to substantially
increase the acquisition price, a proposal for an advance dividend was made and the consent
of Welcia was obtained. In addition, other terms of the Transaction which Inageya believes tobe important have been agreed.
Therefore, the appropriateness of the terms of the Transaction as a whole, including theacquisition price, is considered to be ensured from the perspective of the minority shareholders
of Inageya.
(iii)

Fairness of the Transaction Procedures

For the Transaction, the establishment of the Inageya Special Committee with sufficientmeasures taken to enhance its effectiveness, the exclusion of involvement of AEON in
Inageya’s decision-making process, the acquisition of expert advice from external advisors,and other measures necessary to ensure fairness of the Transaction have been taken. In addition,
it is confirmed that such measures have been implemented practically and effectively.
Therefore, it is found that sufficient consideration has been given to the interests of the16minority shareholders through fair procedures in the Transaction.
(iv)

Whether the Transaction is not disadvantageous to the minority shareholders of
Inageya

As discussed in detail in (ii) and (iii) above, from the perspective of the minority
shareholders of Inageya, the appropriateness of the acquisition price and other terms andconditions of the Transaction is ensured, and sufficient consideration is given to the interestsof the minority shareholders of Inageya through fair procedures.
Therefore, the Transaction is considered not disadvantageous to the minority shareholders
of Inageya.
③ Advice from independent law firm
In order to ensure transparency and reasonableness in decision-making methods andprocesses of the board of directors, Inageya appointed Nagashima Ohno & Tsunematsu, a legal
advisor that is independent of Inageya and Welcia, and received legal advice regarding theprocedures for the Transaction, the decision-making methods and processes of the board of
directors, and other matters.
④ Unanimous approval of all directors of Inageya excluding directors who have a conflict ofinterest
Mr. Hiroyuki Watanabe, a director of Inageya, is also an executive vice president of AEON
and a director of AEON Financial Service Co., Ltd. and AEON DELIGHT CO., LTD., which
are included in the AEON Group. To ensure fairness and objectiveness of the decision-making
process in connection with the Transaction by Inageya’s board of directors and to avoid apotential conflict of interest, Mr. Watanabe did not participate in the discussions or resolutions
regarding the Transaction, nor did he participate in the discussions or negotiations with the
AEON Group in his capacity of Inageya. At the meeting of the board of directors of Inageya
held on April 18, 2024, attended by all directors except for Mr. Hiroyuki Watanabe, who havea potential conflict of interest with the AEON Group, the board unanimously approved theexecution of the Share Transfer Agreement.
(3) Summary of opinions obtained from those who have no conflicts of interest with thecontrolling shareholder regarding the fact that the Transaction is not disadvantageous to minority
shareholders
On April 18, 2024, Inageya received from the Inageya Special Committee the Inageya Reportconcluding that the Transaction would not be disadvantageous to the minority shareholders. For
the summary of the Inageya Report, please see ② “Establishment of independent special
committee and acquisition of report in Inageya” in (2) “Matters concerning measures to ensure
fairness and measures to avoid conflicts of interest” above.
END

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