Aeon : Notice of the 99th Ordinary General Meeting of Shareholders(3,111KB)(new window. for

(Translation for reference purposes only)

More than 900,000 people

participate in

AEON's management.

AEON celebrated the 50th anniversary of its stock listing this fiscal year.

In order to maximize corporate value,

AEON has been striving for innovation that is ahead of the times

by aiming for further evolution in governance,

being one of the first listed companies to shift to a company with committees,

such as Nomination Committee,

and holding hybrid attendance-type, open shareholders' meetings.

AEON

is a company with more than 900,000 "customer shareholders." We believe that being able to reflect the voices of our shareholders, who are also our customers,

into our sales floors, services, and management, is what leads us to take a new step forward and realize better lifestyles.

Aiming for a prosperous future

with as many people as possible taking part in management

Publicly listed for 50 years

AEON

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(Translation for reference purposes only)

Greetings

We would like to express our sincere gratitude to you, our shareholders, for your continued support. We extend our heartfelt condolences to those affected by the 2024 Noto Peninsula Earthquake.

AEON has implemented measures that include making its stores available as evacuation centers immediately after the disaster and promptly resuming business operations, supplying relief provisions, and raising relief funds at its stores nationwide. Moreover, many have expressed gratitude for the swift action taken by our Group employees in ensuring safety and peace of mind among those in our communities. These efforts embody the very essence of AEON Foundational Ideals and we will continue to facilitate swift recovery and reconstruction of the disaster-affected areas.

The environment surrounding the Company encompasses many social issues that include progressing global inflation due to unstable international conditions, abnormal weather patterns in various countries, and widening social disparities. In FY2023, we encountered conspicuous signs of economic prosperity within Japan that included increasing consumer activity accompanying normalization of the economy and a new record high set by the Nikkei Stock Average, offset on the other hand by persisting adverse effects of sharp price increases on real wages. Accordingly, the Company considers that polarization of consumption is escalating amid a mounting trend of thriftiness among consumers.

I believe it has become increasingly essential that we enlist management based on our core Foundational Ideals under this highly uncertain environment, and companies that contribute to addressing challenges in local communities and even society as a whole are apt to gain support through business activities aligned with changes in the business environment, thereby enabling them to maintain a sound and high rate of growth. This fiscal year, AEON Group has made steady progress in achieving its Five Reforms in the realms of "Digital," "Products," "Health and Wellness," "Regional," and "Asia," alongside the "environmental green concept" under the fourth year of its Medium-term Management Plan. We will strive to heighten the effectiveness of our growth strategy with the aim of ensuring that Aeon's growth leads to the enrichment of community life in serving as a company that enlists the support and expectations of its numerous stakeholders.

This year marks AEON's 50th anniversary since its simultaneous listing on the three securities exchanges of Tokyo, Osaka, and Nagoya in 1974. Whereas we operated 100 stores in the Kansai and Chubu regions back when we initially took the Company public, we

have since accelerated the pace of our growth strategy in part by opening new stores and diversifying our business with the aims of helping to modernize the retail industry and elevating living standards through our national chain store operations. Drawing on the support of our shareholders, we have grown into a corporate group currently with approximately 17,000 stores primarily in Japan, China, and ASEAN, with operating revenue exceeding 9 trillion yen. Over the next 50 years, we will remain committed to further increasing our corporate value as we take on changes of spurring management innovation ahead of our time, in step with our shareholders who serve as our business partners.

To our shareholders, we ask for your continued support and understanding going forward.

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• AEON Foundational Ideals

Pursuing peace, respecting humans, and contributing to local communities, always with customers as our starting point.

AEON firmly believes that retailing is an industry to promote peace, humanity, and local communities. To remain a thriving corporate group that fulfills this mission, we are committed to continuous innovation, with customers as our starting point.

Peace cannot be achieved without active and conscious engagement, whether it be in recovering from war and disaster or in maintaining and promoting living in peace. Our conviction is grounded in the real-life experience of Takuya Okada, Honorary Chairman and Senior Advisor to the President. After the Second World War, Mr. Okada witnessed a customer in line at a store, holding a flyer and weeping tears of joy, saying, "The war is really over," and he came to realize that the existence of retailing was a symbol of peace. From this realization, he decided that peace was a prerequisite for retailing to exist and that retailing must contribute to the maintenance of peace.

Peace is more than just the absence of war and violence. It encompasses not only peace of mind but also resilience in the face of wars, disasters, and other hardships. Even in the 21st century, we continue to witness wars and face natural disasters such as earthquakes and extreme weather events more frequently than ever. This calls for us to rethink the value of peace now. Peace cannot be given by itself. Peace can only be maintained through our active and conscious engagement.

AEON will never do anything that contradicts peace. AEON will never take part in any such actions or activities. Our aim is to make a positive contribution to peace.

As for humans, by believing in and respecting each person, their abilities and aspirations will flourish, and by connecting with others, they feel much happier in their lives.

Honorary President Okada called the retailing sector a "humanistic industry." This means respecting the "human way," which includes having respect for each person's individuality, dignity, and autonomy. It also means believing in their potential and encouraging them to grow and become better humans through work and learning. However, it is difficult for humans to grow alone, and it is through "human connections" that we can become better humans together with others. It is both a realization of happiness and a pursuit of norms among people. In short, retailing is an industry of people's happiness and norms.

Enriching local communities requires us to respect the diversity and independence of each region, and to constantly meet and care for their specific needs.

Retailing is by nature a region-based industry that flourishes with the local communities. To maintain the richness and well-being of regions and the local communities within them, it is vital to take care of them continuously. This is one of the important roles of retailing. As regions and local communities increasingly become more important in the future, AEON will actively contribute to their prosperity by developing products tailored to each region and promoting the welfare of the local people.

AEON is committed to actively engaging in peace efforts, supporting human happiness and norms, and contributing to the prosperity of local communities. These ideals form the foundation of putting "customers as our starting point," which places the needs and preferences of our customers first at the center of our operations.

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Putting our customers first means that we do not put ourselves first, that is, we do not think and act for our own convenience. On the contrary, we always put our customers first and act with the highest standards of integrity, which is the foundation of AEON. We will use this as a mirror to reflect ourselves and as the standard for every decision and action made by all AEON People. Even when it becomes tempting to prioritize our company's or personal interests or convenience, we must firmly resist and overcome such temptations to preserve our unwavering dedication to our customers.

To achieve this, AEON must be a corporate group that continues to innovate.

Ensuring a company's growth and survival is of paramount importance, but without constant innovation, it will decline and eventually perish. Even if maintaining the status quo is stable and comfortable, a company should not be complacent but continuously change and improve itself. Having the foresight and insight to constantly look ahead to changes in our customers and various social changes, it is essential for us to continue innovating. All AEON People are dedicated to anticipating the evolution and changes in our customers' lifestyles and the needs of society.

AEON has transformed from a family business to a corporation, and then to an industry. It has always preserved a dynamic corporate culture. However, as society changes faster and faster, we are most worried about losing the required innovative and entrepreneurial spirit and becoming stagnant like many large companies. We understand that static equilibrium, where the status quo continues without change, will not last at all. The only way to avoid being overtaken by newer innovators is for AEON to remain the largest and most advanced innovator. It is our firm determination to be an organization that constantly renews itself by keeping its founding spirit and staying ahead of its time.

AEON will act with the firm belief that by embodying and practicing these ideals, we can contribute to the maintenance and development of peace, humans, and local communities.

• AEON Group Future Vision

Create a future lifestyle that leads to a smile for each and every person

• Act spontaneously and follow your aspirations

With our customer's view point at our core, we will hold our own aspirations, express ourselves, and act proactively. Our innovation will be powered by dialogue and cooperation that comes from our own initiative.

• Keep learning to create new values

Continuous learning is what expands the potential of our actions. Through practice, we will accumulate wisdom, sharpen our professional skills, and continuously create new values.

• Build relationships, nurture them, and create together

We will overcome the boundaries between corporations, groups, and organizations so we can build and nurture diverse connections. These connections will accelerate the cycles of mutual learning and value creation so we can co-create the future lifestyle.

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[One vow]

"Always act with integrity and sincerity"

It is integrity and sincerity that allows people to trust in our actions and empathize with our aspirations. Empathy from our customers and allies is the starting point of co-creation. Going forward, we will cherish our vow to always act with integrity and sincerity.

AEON seeks to ensure an unwavering commitment to its Foundational Ideals with corporate value at the core, and accordingly stipulated this aim in its Articles of Incorporation, effective from 2006 with the approval of its shareholders.

As such, we will help create a better society by embodying and practicing the Foundational Ideals.

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(Translation for reference purposes only)

Stock code: 8267

April 30, 2024

AEON CO., LTD.

1-5-1 Nakase, Mihama-ku

Chiba-shi, Chiba

Director, President and Representative Executive Officer: Akio Yoshida

To the Shareholders of AEON CO., LTD.:

Notice of the 99th Ordinary General Meeting of Shareholders

You are cordially notified of the 99th Ordinary General Meeting of Shareholders of AEON CO., LTD., which will be held as described below. You may attend this General Meeting of Shareholders in person or virtually via the Internet. You must register in advance to attend virtually via the Internet. If you wish to attend, please register in advance. Moreover, we ask that you register as an attendee if you attend the meeting in person. If you wish to attend, please register.If you will not be attending the meeting in person, you can exercise your voting rights beforehand on the Internet or by mail. Please cast your vote by 6:00 p.m. on Tuesday, May 28, 2024, after reviewing the Reference Documents for the General Meeting of Shareholders.

When convening this General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (items subject to measures for electronic provision) in electronic format and posts this information on the websites. Please access either of the following websites by using the Internet address shown below to review the information.

The Company's website: https://www.aeon.info/ir/ (in Japanese)

* Click "General Meeting of Shareholders" on the website.

Website for posting informational materials for the General Meeting of Shareholders: https://d.sokai.jp/8267/teiji/ (in Japanese)

[For those voting on the Internet]

To exercise your voting rights beforehand on the Internet, please access the online voting site designated by the Company (https://www.web54.net (in Japanese)). Using the voting code and password shown on the Form for Exercising Voting Rights sent out with this notice, follow the on- screen instructions, and enter your vote for each agenda item by 6:00 p.m. on Tuesday, May 28, 2024.

For details, please refer to "Voting on the Internet" on pages 45 and 46 (available in Japanese only).

[For those voting by mail]

Those voting in writing should indicate "for" or "against" for each agenda item and return the completed Form for Exercising Voting Rights by postal mail to reach us by 6:00 p.m. on Tuesday, May 28, 2024.

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(Translation for reference purposes only)

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. The financial statements shown in this English-language notice are summaries of financial statements that are prepared in Japanese.
3. The Company's financial statements are prepared on the basis of generally accepted accounting principles in Japan.
4. 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 their shares according to the Rules for the Handling of Shares of the Company.

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[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, in addition to the above-described means of voting on the Internet.

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