AEON Stores Hong Kong : Circulars (184 KB/PDF) Proposal for re-election of retiring directors and notice of annual general meeting

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.‌‌‌

If you have sold or transferred all your shares in AEON Stores (Hong Kong) Co., Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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)

PROPOSAL FOR RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A letter from the Board of Directors of AEON Stores (Hong Kong) Co., Limited (the ''Company'') is set out on pages 2 to 4 of this circular.

A notice convening the 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 Wednesday, 31 May 2017 at 10 : 00 a.m. is set out on pages 12 to 13 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting or adjourned meeting.

Completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the annual general meeting or any adjourned meeting should they so wish.

25 April 2017

Page

Definitions ....... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

Letter from the Board ... ........ ....... ....... ........ ....... ........ ....... ....... 2

Appendix I - Information on Retiring Directors Proposed for Re-election . ....... 5

Appendix II - Information on Retiring Directors' Interests in Shares 11

Notice of Annual General Meeting 12

In this circular, the following expressions have the following meanings unless the context requires otherwise:

''AGM'' the 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 Wednesday, 31 May 2017 at 10 : 00 a.m.

''AGM Notice'' the notice convening the AGM as set out on pages 12 to 13 of this circular

''Articles''/''Articles of Association''

the existing Articles of Association of the Company

''Board'' the board of Directors

''Company'' AEON Stores (Hong Kong) Co., Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange. The

Chinese name of the Company is ''永旺(香港)百貨有限公司''

''Director(s)'' the director(s) of the Company

''HK$'' Hong Kong dollars, the lawful currency of Hong Kong

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC

''Latest Practicable Date''

19 April 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

''Listing Rules'' The Rules Governing the Listing of Securities on the Stock Exchange

''PRC'' People's Republic of China

''SFO'' the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

''Share(s)'' ordinary share(s) of the Company ''Shareholder(s)'' holder(s) of the Share(s)

''Stock Exchange'' The Stock Exchange of Hong Kong Limited ''%'' per cent.

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)

Executive Directors:

CHAN Pui Man Christine (Managing Director) Hideaki YAJIMA (Deputy Managing Director) Masamitsu IKUTA (Deputy Managing Director) CHAK Kam Yuen

LAU Chi Sum Sam

Non-executive Directors: Yuki HABU (Chairman) Shinya WAKO

Independent Non-executive Directors:

CHENG Yin Ching Anna CHAN Yi Jen Candi Anna LO Miu Sheung Betty

CHOW Chi Tong

Registered Office:

G-4th Floor

Kornhill Plaza (South) 2 Kornhill Road

Hong Kong

25 April 2017

To the Shareholders

Dear Sir or Madam,

PROPOSAL FOR RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

   The purpose of this circular is to provide you with (i) the information relating to the proposal for re-election of the retiring Directors and to seek your approval of their re- election at the AGM; and (ii) the AGM Notice.

2. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Articles 85 and 101 of the Articles of Association, all Directors will retire at the AGM and are eligible for re-election.