M ay 28, 2025
Company name: AEON Financial Service Co., Ltd. Name of representative: Tomoharu Fukayama
Representative Director and President
(Securities code: 8570, Prime M arket)
Inquiries: Tomoyuki M itsufuji
Director and M anaging Executive Officer
(Telephone: +81-3-5281-2027)
M atters concerning Controlling Shareholder, etc.AEON Financial Service Co., Ltd. (the "Company") hereby announces that, with regard to AEON Co., Ltd, which is a parent company, the matters concerning controlling shareholders, etc. are as described below.
1. Trade name, etc. of parent company, controlling shareholder (excluding parent company), other affiliated company or parent company of other affiliated company
(As of February 28, 2025)
Ratio of voting rights held (% )
Financial instruments exchange, etc.
Name Attribute Voting rights on which the issued shares, etc. are Voting rights subject to Total listed
directly held aggregation
AEON Co., Ltd. Parent Company 48.23% 1.76% 49.99% Tokyo Stock Exchange Prime
M arket
2. Positioning of the Company in the corporate group centering on the parent company, etc. and the relationships between other listed companies and the parent company, etc.
Our company, under AEON Co., Ltd. (a pure holding company, hereinafter referred to as "AEON"), serves as the business holding company responsible for the AEON Group's financial services, including credit card's installment sales, loans, and banking services, both domestically and internationally. W hile AEON is responsible for formulating the overall strategy of the AEON Group, optimal allocation of management resources, dissemination and governance of management philosophy and basic principles, and provision of shared services and functions, our company and other AEON Group companies aim to enhance customer satisfaction by strengthening specialization and conducting management closely tied to local community.
AEON has also declared its "AEON Decarbonization Vision" to realize a decarbonized society and has been proactively addressing global warming issues. It strives to identify and assess risks and enhance information disclosure in line with the TCFD framework. Together with the AEON Group, our company is actively engaged in addressing environmental and social issues both domestically and internationally and promotes our unipue financial inclusion initiatives utilizing financial frameworks.
In our daily business operations, we make independent management decisions, while consulting or reporting to AEON on important issues. W e maintain close cooperation with AEON and other AEON Group companies, respecting mutual independence and autonomy, and strive for sustainable growth, development, and improved performance. Currently, AEON holds 48.23% of our voting rights and has its rights as a major shareholder. Additionally, to deepen collaboration with the AEON Group and incorporate a broad management perspective, two executive officers from AEON serve as directors of our company. However, given that four of our eleven directors are independent outside directors (over one-third of the board), we believe this does not hinder our independent management decisions.
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AEON, under the basic philosophy of 'Pursuing peace, respecting humanity, and contributing to local communities with our customers as the starting point,' has emphasized the autonomy and uniqueness of the management of group companies and practiced group management through decentralization, believing that this enhances the corporate value of the entire group. Since its founding, AEON has implemented this philosophy. In this context, our parent company, AEON, transitioned to a company that holds a nominating committee of management executives in 2003 to enhance the transparency of group governance and the speed of management. Furthermore, in 2008, AEON transitioned to a pure holding company to strengthen management from the perspective of the entire group without being biased towards specific businesses, and has implemented various management measures to enhance synergies across the group.
Among the group companies, those that are expected to promote sustainable growth through autonomous management based on the characteristics of the business and region, and improve the quality of management through discipline from the capital market, are listed subsidiaries. From the perspective of protecting minority shareholders of listed subsidiaries, AEON requests the appointment of independent outside directors and the establishment of advisory committees by independent officers.
As described above, our company recognizes that maximizing collaboration and synergy with AEON Group companies leads to the benefit of minority shareholders.
Among our directors, there are two concurrent executives with the parent company, and their concurrent positions are as follows:
Concurrent Executives'Roles
(As of M ay 23, 2025) Position Name M ain Position at Parent Reason for Appointment
Company or Group Companies
Director Hiroyuki W atanabe Executive Vice President, To build a strong management
AEON Co., Ltd. system while ensuring Director, AEON Delight consistency betw een group Co., Ltd.. strategy and business
development, and to enhance corporate value through faster and more efficient business operations.
Director Tsukasa Ojima Executive Officer, AEON To reflect his extensive
Co., Ltd. experience and deep insight Director, AEON Bank into financial business and Ltd. M & A in our management, and
to promote further advancement of our business and rebranding.
3. M atters concerning transactions with controlling shareholder, etc.
(As of February 28, 2025) Type of Transaction Amount Account Year-End Balance
Transaction (M illion Yen) (M illion Yen) Royalty Payment 3,502 A ccounts Payable 1,935
Note: 1. Transaction amounts do not include consumption tax, etc.
2. Royalties are determined reasonably through internal consultation.
4. Status of implementation of measures to protect minority shareholders in transactions, etc. with controlling shareholders
Regarding the determination of transaction conditions with AEON and AEON Group companies, they are decided in comparison with third-party transactions and under general transaction conditions. Additionally, important transactions between the parent company and our group (our company and its subsidiaries) are all pre-consulted with the Transaction Review Committee composed of all independent outside directors, and based on the committee's recommendations, approval by the board of directors is required. Therefore, our
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company recognizes that a certain degree of independence from AEON and AEON Group companies is ensured.
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