October 31, 2025
Company name: AEON Financial Service Co., Ltd. Name of representative: Tomoharu Fukayama, President and CEO
(Securities code: 8570 Prime Market) Inquiries: Tetsuya Akutsu, Managing Executive Officer
(Tel: +81 3 5281 2027)
Notice RegardingAbsorption-Type Merger of Consolidated Subsidiary (Simplified Merger/Short-Form Merger)AEON Financial Services Co., Ltd. (the "Company") hereby announces that at the Board of Directors meeting held today, it resolved to absorb the consolidated subsidiary, AFS Corporation Co., Ltd. ("AFSC"), through an absorption-type merger (hereinafter "the Merger"), effective March 1, 2026.
As this is an absorption-type merger (simplified/short-form merger) involving a wholly owned subsidiary of the Company, certain disclosure items and details have been omitted.
１．Purpose of the Merger The Company is currently reviewing its business portfolio to provide customers with more "safe, secure, convenient, and cost-effective services anytime, anywhere" and to achieve further corporate growth through appropriate resource allocation in its core payment business and growth areas overseas.As part of this review, the Company is absorbingAFSC, a bank holding company, and implementing this merger with the aim of establishing a highly effective organizational structure while maintaining governance throughout the group.
As a result of this merger, the Company will assume the function of ensuring the sound and appropriate operation of the business of AEON Bank, Ltd. ("ABK"), which has been performed by AFSC, the bank holding company. ABK will also maintain and improve its structure for ensuring its independence and blocking business risks posed by its business parent company and so on.
２．Summary of the Merger
（１）Schedule of the Merger
Date of resolution at the Board of Directors meeting October 31, 2025 Date of execution for the Merger agreement October 31, 2025
Effective date of the Merger March 1, 2026 (Planned)
※As this Merger is a simplified merger for the Company as provided for in Article 796, Paragraph 2 of the Companies Act, and a short-form merger for AFSC as provided for in Article 784, Paragraph 1 of the Companies Act, neither merger agreement will require approval at a general meeting of shareholders.
※The effective date is currently tentative and is subject to approval by the National Bank of Cambodia, the authority for AEON SPECIALIZED BANK (CAMBODIA) PUBLIC LIMITED COMPANY, a subsidiary of AFSC.
（２）Method of the Merger
This will be an absorption-type merger with the Company to be remaining company, and AFSC as the company to be absorbed.
（３）Details of allocations related to The Merger
Not applicable.
（４）Handling of stock acquisition rights and bonds with stock acquisition rights related to The Merger Not applicable.
３．Overview of the parties involved in The Merger
Remaining company Company to be absorbed
（As of February 28, 2025） （As of March 31, 2025）
（１）Company name AEON Financial Services Co., Ltd AFS Corporation Co,, Ltd
（２）Address 1-1 Kanda Nishikicho, Chiyoda-ku, 1-1 Kanda Nishikicho, Chiyoda-ku,
Tokyo Tokyo
（３）Name and title of President and Representative Representative Director, Ryuichiro representative Director, Tomoharu Fukayama Hanajiri
（４）Business description Payment services, bank agency Management of banks and other
services, and business management subsidiaries and related operations of group companies
（５）Capital ¥45,698 million ¥2,000 million
（６）Date of establishment June, 1981 January, 2019
（７）Number of issued stock 216,010,128 common shares 10,000 common shares
（８）End of fiscal year End of February End of March
（９）Major shareholders and AEON Co., Ltd 48.18% AEON Financial Services Co., Ltd shareholding ratio The Master Trust Bank of Japan, Ltd. 100％
(Trust account) 7.74% Custody Bank of Japan, Ltd. (Trust account): 2.26%
SMBC Nikko Securities Inc. 1.33% Fuji Corporation 1.23%
（１０）Operating results and financial status for the most recent fiscal year
Fiscal year Consolidated results for fiscal year Consolidated results for fiscal year
ended February, 2025 ended March, 2025
Net assets ¥585,766 million ¥312,891 million
Total assets ¥7,756,492 million ¥6,018,939 million Net assets per share ¥2,136.09 ¥31,289,161.70
Operating revenue ¥533,262 million ¥187,625 million
Operating profit ¥61,485 million -
Ordinary profit ¥62,554 million ¥18,403 million
Net income per share ¥72.47 ¥1,408,244.60
４．Status after The Merger
There will be no changes to the Company's name, location, representative's title and name, business activities, capital, or fiscal year end as a result of the merger.
５．Future outlook
As this merger involves a wholly owned consolidated subsidiary of the Company, there will be no impact on the Company's consolidated financial results.
End