AEON Mall : Notice of the 111th Ordinary General Meeting of Shareholders 1.53MB

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.

Stock code: 8905

April 28, 2022

AEON MALL Co., Ltd.

1-5-1 Nakase, Mihama-ku, Chiba-shi, Chiba

President: Yasutsugu Iwamura

To the Shareholders of AEON MALL Co., Ltd.:

Notice of the 111th Ordinary General Meeting of Shareholders

You are cordially informed of the 111th Ordinary General Meeting of Shareholders of AEON MALL Co., Ltd. (the "Company"), to be held as described below:

In lieu of attending the meeting in person, you may vote in writing or on the Internet. Please cast your vote by 6:00 p.m. on Wednesday, May 18, 2022 after reviewing the enclosed Reference Documents for the General Meeting of Shareholders.

• 1. Date and Time: Thursday, May 19, 2022; 10:00 a.m.

• 2. Place:

  1-5-1 Nakase, Mihama-ku, Chiba-shi, Chiba Multi-purpose hall, 3rd floor, AEON TOWER

• 3. Objectives of Meeting

Matters to be reported: 1. Business Report and Consolidated Financial Statements for the 111th fiscal year (from March 1, 2021 to February 28, 2022) and Reports of Audit on the Consolidated Financial Statements by Accounting Auditor and Audit & Supervisory Board

2. Nonconsolidated Financial Statements for the 111th fiscal year

(from March 1, 2021 to February 28, 2022)

Matters to be resolved:

Agenda Item 1:

Agenda Item 2:Partial amendment to the Articles of Association Election of thirteen (13) Directors

4. Matters prescribed for convocation

• a. If you exercise your voting rights by proxy, you may designate one other shareholder holding voting rights of the Company to attend the meeting. Please note, however, that it is necessary to submit a document proving the authority of proxy.

• b. If you make a diverse exercise of voting rights, please notify the Company in writing of your intention to do so and state your reason for this no later than three (3) days before the meeting.

• 1. Attendees are kindly requested to present the enclosed Form for Exercising Voting Rights to the receptionist on the day of the meeting.

• 2. Of the documents provided in the Notice of the 111th Ordinary General Meeting of Shareholders, notes to Consolidated Financial Statements and Nonconsolidated Financial Statements are provided to shareholders on the Company's website, pursuant to laws and regulations and provisions of Article 15 of the Articles of Association of the Company, and are therefore not included in the attached documents to this convocation notice. Accordingly, the documents attached to this convocation notice consist of part of the Consolidated Financial Statements and Nonconsolidated Financial Statements that were audited by the Audit & Supervisory Board Members, in preparing their audit reports and the Accounting Auditors in preparing their audit reports.

• 3. If there are any amendments to Business Report, Consolidated Financial Statements, Nonconsolidated Financial Statements and/or Reference Documents for the General Meeting of Shareholders, such amendments will be announced on the Company's website (https://www.aeonmall.com/en/ir/index.html).

A Notice of Resolutions will not be sent. After the Ordinary General Meeting of Shareholders has ended, the results of exercise of voting rights will be published on the Company's website (https://www.aeonmall.com/en/ir/s_meeting.html).

[For those attending the meeting]

Please bring the completed Form for Exercising Voting Rights to the meeting (no signature or affixing of seal necessary).

Please bring this document as well, as it contains the agenda for the meeting.

[For those voting in writing]

Those voting in writing should indicate "for" or "against" for the agenda item and return the completed Form for Exercising Voting Rights by postal mail to reach us by 6:00 p.m. on Wednesday, May 18, 2022.

[For those voting on the Internet]

Please access the online voting site through a computer or smartphone and follow the on-screen instructions. The deadline for online voting is 6:00 p.m. on Wednesday, May 18, 2022.

If you exercise your voting rights twice, once by mail and once via the Internet, etc., the Company will treat your Internet vote as the valid exercise of your voting rights. If you exercise your voting rights several times via the Internet, the Company will treat the most recent vote as the valid exercise of your voting rights.

*Please note that no gift will be provided for attendees at the General Meeting of Shareholders. Your understanding would be appreciated in this regard.

Notes:

1. This English version is a translation of points summarized from an original notice written in Japanese. When discrepancies in interpretation arise, the content of the Japanese notice shall take precedence.

2. Please note that Internet voting is not available to such persons as those who are not residents of

Japan and who have appointed a custodian in Japan for handling of their shares according to the Rules for the Handling of Shares of the Company.

3. AEON MALL Co., Ltd.'s ordinary share issue

Local code: 8905 SEDOL# 6534202 JP ISIN# JP 3131430005

[Electronic Voting Platform for Institutional Investors]

Institutional shareholders, including standing proxies such as master trust banks, who have applied in advance to the ICJ Proxy e-Voting Platform Service (the Platform Service) offered by ICJ Inc., a joint venture established by Tokyo Stock Exchange, Inc., Japan Securities Dealers Association and Broadridge Financial Solutions, Inc., are entitled to use the Platform Service to exercise their votes.

Reference Documents for the General Meeting of Shareholders

Agenda Item 1: Partial amendment to the Articles of Association

1.	Reasons for the amendment
(1)	The Company proposes to partially amend its Articles of Association, envisioning new
business expansions, including the development of complex facilities and the creation of
new business models driven by digital technologies, as future growth strategies in addition
to its existing mall business.
(i)	Article 2, paragraph 1 and 15 in "Proposed amendments" will be added to promote the
business for development of complex facilities and revitalization of real estate, going beyond
the development of shopping malls.
(ii)	Article 2, paragraph 7 in "Proposed amendments" will be added to promote the expansion
of EC business including sale of goods.

• (iii) Article 2, paragraph 8 in "Proposed amendments" will change the business in association with advertisement and publicity from an online-only model to a model including and beyond the Internet.

• (iv) Article 2, paragraph 18 in "Proposed amendments" will specify the implementation and operation of sales promotion activities and various events for the Company and its subsidiaries' businesses.

• (v) Article 2, paragraph 19 in "Proposed amendments" is added to start new information business such as utilizing customer information for mall operations.

• (vi) Article 2, paragraph 20 in "Proposed amendments" is added to start logistics and warehouse businesses for the Company and its subsidiaries.

(2) A shareholders meeting without a designated location (the so-called virtual-only shareholders meeting) is newly allowed to convene following the enforcement of the Act of Partial Revision of the Industrial Competitiveness Enhancement Act, etc. on June 16, 2021. Therefore, the Company proposes to partially amend its Articles of Association.

(i) Article 12 (Convening of the General Meeting of Shareholders), paragraph (2) in "Proposed amendments" will be newly established to allow a virtual-only shareholder meeting. The Company believes that making the meeting easy to attend among many shareholders, including those in remote areas, leads to a more revitalized, efficient, and smooth shareholder meeting while contributing to preventing the spread of infectious disease such as COVID-19.

The Company intends to convene a virtual-only shareholders meeting only when it judges that the convention of a shareholders meeting with a designated location is not appropriate