Aeon Delight : Notice Concerning Controlling Shareholder, etc.

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 the Company's controlling shareholder.

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

		Percentage of voting rights held	Stock exchange where
Name	Attribute	Direct	Aggregate	Total	issued shares are
		holding	indirect holdings	publicly listed
Aeon Co., Ltd.	Parent	55.28	0.94	56.22	First Section of the
company	Tokyo Stock Exchange

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

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 is appointed 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 of Aeon 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 parent company 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 to local communities, always with the customer's point of view as its core," Aeon believes that the enterprise value of the entire Group can be enhanced by emphasizing the autonomy and originality of the management of Group companies and practicing group management based on 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 nominating committee in 2003 in order to increase the transparency of Group governance and the speed of management. In 2008, the Company transitioned to a pure 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 through self-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

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News Release: AEON DELIGHT CO., LTD.

(9787 TSE1)

listed subsidiaries.

In addition, from the perspective of protecting minority shareholders of listed subsidiaries, the Company requests the appointment of independent outside directors and the establishment of 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	Name	Position at parent company, etc. or its	Reason for appointment
group companies
		Executive Officer	Mr. Watanabe was appointed to
		Human Resources and Administration	strengthen	the	Company's
Director	Hiroyuki	Administration & Risk Management,	management by applying his extensive
Watanabe	Aeon Co., Ltd.	experience in corporate management
		Director, Aeon Financial Service Co.,	and broad insight into risk
		Ltd.	management
			Mr. Nishimatsu was appointed to
	Masato	Advisor, Aeon Co., Ltd.	strengthen	supervisory	functions by
Auditor	Auditor, Aeon Mall Co., Ltd.	incorporating Group	management
Nishimatsu
	Auditor, Aeon Hokkaido Co., Ltd.	perspectives and insights into the
			Company's audits.
		Advisor, Aeon Co., Ltd.	Mr. Kawabe was appointed to
Auditor	Yuji	Auditor, Aeon Retail Co., Ltd.	strengthen	supervisory	functions by
Kawabe	Auditor, The Daiei, Inc.	applying his extensive experience and
		Auditor, 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 the controlling shareholder

AEON delight belongs to a corporate group consisting of Aeon Co., Ltd. (pure holding company; "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 more business opportunities for the Company.

Therefore, the Company believes that collaboration and maximization of synergies with AeonGroup companies will contribute to the expansion of minority shareholders' interests. In accordance with Article 9 " Prevention of transactions that go against shareholders'

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News Release: AEON DELIGHT CO., LTD.

(9787 TSE1)

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 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.

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