AEON STORES (HONG KONG) CO., LIMITED

永 旺（ 香 港 ）百 貨 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 984)

FORM OF PROXY FOR 2014 ANNUAL GENERAL MEETING

No. of shares to which this Proxy relates (Note 1)

I/We(Note 2),

of being the shareholder(s) of AEON STORES (HONG KONG) CO., LIMITED (the ''Company'') hereby appoint(Note 3) the Chairman of the Meeting or of

or failing him

ofas my/our proxy/proxies to attend, act and vote for me/us and on my/our behalf at the 2014 Annual General Meeting of the Company to be held at President Suite, World Trade Centre Club Hong Kong, 38/F., World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on 22 May

2014 at 10 : 00 a.m. and at any adjournment thereof on the Resolutions referred to in the Notice of the 2014 Annual General Meeting (with or without amendments) as indicated below:

Resolutions For(Note 4) Against(Note 4)

1. To receive and consider the audited Financial Statements and the Reports of the Directors and

Auditor for the year ended 31 December 2013.

2. To approve a final dividend for the year ended 31 December 2013.

3.

(1)

To re-elect Ms. CHAN Pui Man Christine as a Director.

(2)

To re-elect Mr. Junichi SUZUKI as a Director.

(3)

To re-elect Mr. Yoshiaki MIZUSHIMA as a Director.

(4)

To re-elect Mr. CHAK Kam Yuen as a Director.

(5)

To re-elect Mr. Yoshinori OKUNO as a Director.

(6)

To re-elect Mr. Yutaka AGAWA as a Director.

(7)

To re-elect Ms. Yuki HABU as a Director.

(8)

To re-elect Mr. Kazuhiko YASUKAWA as a Director.

(9)

To re-elect Mr. SHAM Sui Leung Daniel as a Director.

(10)

To re-elect Ms. CHENG Yin Ching Anna as a Director.

(11)

To re-elect Ms. CHAN Yi Jen Candi Anna as a Director.

(12)

To re-elect Ms. LO Miu Sheung Betty as a Director.

(13)

To authorise the Board of Directors to fix the remuneration of the Directors.

4. To re-appoint Messrs. Deloitte Touche Tohmatsu as Auditor and authorise the Directors to fix the

Auditor's remuneration.

Dated this day of 2014 Signature:(Note 5)

Notes:
1. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
2. Please insert full name(s) and address(es) in BLOCK CAPITALS.
3. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words ''the Chairman of the Meeting or'' and insert in BLOCK CAPITALS full name(s) and address(es) of the proxy/proxies desired in the space provided. A member entitled to attend and vote at the Meeting may appoint more than one proxy to attend and vote in his stead. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights. A proxy need not be a member of the Company.
4. IMPORTANT: IF YOU WISH TO VOTE FOR OR AGAINST THE RESOLUTIONS, PLEASE PLACE A ''H'' IN THE APPROPRIATE BOX. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion whether to vote for or against the Resolutions or to abstain from voting. Your proxy will be entitled to vote at his discretion on any resolutions properly put to the Meeting other than those referred to in the Notice convening the Meeting.
5. This form of proxy must be signed by the appointor or his attorney duly authorised in writing, or if such appointor is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.
6. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were
solely entitled thereto; but should there be more than one of such joint holders present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
7. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at the share registrar of the Company, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the Meeting or any adjournment thereof.
8. Any alterations made to this form of proxy must be duly initialled by the person who signs it.

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