Notice of the 101st Ordinary General Meeting of Shareholders(2,749KB)(new window. for pdf file.)

Stock code: 8267

We would like to express our sincere gratitude to you, our shareholders, for your continued support.

In today’s world, although high-value consumption is supported by rising asset prices, real wages continue to decline and wealth polarization is intensifying. These trends risk widening disparities in opportunities, including for the next generation. Variances in tax revenue between the Tokyo metropolitan area and other regions have resulted in significant variances in the administrative services and support that can be offered by local governments. It used to be said that 100 million Japanese regarded themselves as middle-class, but various disparities have begun to emerge. As a company operating a business that is closely associated with the daily lives of our customers, we aim to devote ourselves to providing products and services that result in even small improvements in their day-to-day lives.

Over the course of its existence, AEON has taken as its mission the resolution of various social issues that have changed with each era. During this process, it has transformed its business by identifying opportunities within these solutions and pursuing growth as a company. There will be no change in this stance in the AEON Group Medium-term Management Plan (FY2026-FY2030) that starts this year. Under the Plan, the Group will leverage its diverse businesses and scale to address essential needs-food, health, enjoyment-so that customers can live with confidence despite rising prices and social disparities. We also believe that becoming an essential presence in local communities by balancing “addressing of social issues” with “growth as a company” is what opens the way to sustainable management.

Regarding future growth investment, we will continue to invest in processing and logistics centers that underpin profitability, while prioritizing capital allocation to growth areas such as Vietnam and the online market.

AEON became a stock company in 1926 and celebrates its 100th year this year. At the time it became a stock company, 21 of the 25 shareholders were employees, thus embodying a modern philosophy of employees participating in management rather than the company being the property of the store owner. Today, one hundred years later, we have grown into a company supported by more than one million customer shareholders. The values and lifestyles of our customers continue to change unceasingly along with changes in the environment. We seek to balance flexible, innovative management that responds to change with management philosophy that remains enduring. We will work with our shareholders, who are our partners in management, to further enhance corporate value going forward.

We appreciate your continued support.

April 2026 Akio Yoshida

Director, President and Representative Executive Officer

• AEON Foundational IdealsPursuing 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.

  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

• Act spontaneously and follow your aspirations

  With our customer’s viewpoint 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.

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.

Stock code: 8267

April 28, 2026

1-5-1 Nakase, Mihama-ku

Chiba-shi, Chiba Director, President and Representative Executive Officer: Akio Yoshida

To the Shareholders of AEON CO., LTD.:

You are cordially notified of the 101st 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 26, 2026, 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/en/ir/

* Click “Notice for Shareholders” on the website.

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

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 onscreen instructions, and enter your vote for each agenda item by 6:00 p.m. on Tuesday, May 26, 2026.

For details, please refer to “For those voting on the Internet” on page 10.

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 26, 2026.

101st Ordinary General Meeting of Shareholders

1. Date and Time: 10:00 a.m., Wednesday, May 27, 2026
2. Place: Makuhari Messe International Exhibition Halls, Hall No. 5 2-1 Nakase, Mihama-ku, Chiba-shi, Chiba
3. Objectives of MeetingMatters to be reported: 1. Business Report, Consolidated Financial Statements, and

   Nonconsolidated Financial Statements for the 101st business year (from March 1, 2025 to February 28, 2026)

   2. Reports of the Independent Auditors and Audit Committee on audit results for the Consolidated Financial Statements

   Matter to be resolved:

   Agenda Item: Election of eight (8) members of the Board of Directors

4. Matters Determined Concerning the Convocation

   1. Among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents delivered to shareholders who have made a request for delivery of such documents. The Audit Committee and Independent Auditors audit documents subject to audit, including the following items.

      Items Related to the Company’s Subscription Rights to Shares, etc., Company Structure and Policies (Systems to Ensure Proper Conduct of Operations and Their Management Status), Basic Policy Regarding Control of the Company, Consolidated statement of changes in equity, Notes to the consolidated financial statements, Nonconsolidated statement of changes in equity, Notes to the nonconsolidated financial statements

   2. If you have exercised your voting rights both via the Internet and in writing, those exercised via the Internet will be considered valid. If you have exercised your voting rights multiple times on the Internet, the final vote will be considered valid.

   3. If a vote for or against is not indicated for the agenda item on the returned Form for Exercising Voting Rights, we will treat it as an indication of approval.

   4. If you have exercised your voting rights beforehand and you attend the meeting on the day, the vote cast while attending the meeting on the day will be considered valid. If you have exercised your voting rights beforehand and you attend the meeting virtually, the vote cast beforehand will remain valid. However, in cases where you newly exercise your voting rights up until the time that the proposals are put forward for approval on the day, in that case only, your vote cast beforehand shall be considered as revoked.

      • We are preparing a splendid present for all shareholders who exercise their voting rights.
      • If you wish to attend, please register in advance and complete other such procedures upon having reviewed the documents sent out with this notice.

      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.

      5. AEON CO., LTD.’s ordinary share issue Local code: 8267

         SEDOL# 6480048 JP

         ISIN# JP 3388200002

         [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.

         Reference

         Process for AEON’s General Meeting of Shareholders

         Before General Meeting of Shareholders

         1. View documents

            If using the livestream

            In accordance with the system for providing information in electronic format stipulated in the Companies Act, the provision of informational materials for the General Meeting of Shareholders will, in principle, be posted online. However, as was done previously, the Company will provide paper-based documents of portions of the reference documents and business report to

            shareholders this year.

         2. Exercise voting rights beforehand

      Deadline

By 6:00 p.m. on Tuesday, May 26, 2026 [Notes] We recommend that shareholders attending virtually via the Internet exercise their voting rights in advance in order to prepare for the possibility of telecommunications failures, PC problems, etc.

We recommend that you exercise your voting rights via smartphone, which can be utilized easily.

1. Register in advance

2. Register in advance (Required)

   Please confirm the instructions on the website below and register. When registering in advance, please enter your ID and password as indicated in the attached “Notice of How to Attend the General Meeting of Shareholders Virtually via the Internet.”

   Application deadline

By 6:00 p.m. on Wednesday, May 13, 2026 Register in advance from this URL https://www.aeon.info/ir/stock/meeting/

• Please visit the website above if you wish to ask questions in advance.

• Advance registration is not necessary if you only wish to view the stream.

If attending in person

You can view the main content of the convocation notice on your smartphone.

https://p.sokai.jp/8267/

We request that you register in advance so that we will be able to confirm the number of meeting attendees.

We appreciate your cooperation.

Register in advance from this URL https://www.aeon.info/ir/stock/meeting/

When registering in advance, please enter your ID and password as indicated in the attached “Notice of How to Attend the General Meeting of Shareholders Virtually via the Internet.”

We will also accept phone calls for registering.

0120-149-276 (Hours: 9:00 a.m. to 5:00 p.m. (JST)) *9:00 a.m. to 6:00 p.m. (JST) for the last day only Application deadline: By 6:00 p.m. on Wednesday, May 13, 2026

To institutional investors

In addition to exercising your voting rights via the Internet, you can also use the platform for exercising voting rights electronically operated by ICJ, Inc., provided that you have applied in advance.

The day of General Meeting of Shareholders

1. Attending virtually via the Internet

   Start time: 10:00 a.m., Wednesday, May 27, 2026

   • The livestream will begin from 9:00 a.m.

     How to attend: Access the livestream via the URL for attending that will be sent separately after registering in advance.

   • You may submit questions in your own voice (only when called upon by the chairman).

[Note] Shareholders attending virtually via the Internet need to register in advance.

2) Exercise voting rights

• You can exercise your voting rights via the website for attending.

• Please note that there may be some differences in procedures from those when you attend the meeting in person at the venue.

Place: Makuhari Messe International Exhibition Halls, Hall No. 5 2-1 Nakase, Mihama-ku, Chiba-shi, Chiba

Start time: 10:00 a.m., Wednesday, May 27, 2026

* Reception will open at 9:00 a.m.

[Note] We ask that shareholders who attend the meeting in person register in advance.

If you are not attending on the day of the

meeting

(Please exercise your voting rights in advance using one of the methods below)

For those voting on the Internet

Please access the online voting site (https://www.web54.net (in Japanese only)) and enter your vote for each

agenda item.

To be exercised by 6:00 p.m. on

Tuesday, May 26, 2026

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 arrive by 6:00 p.m. on Tuesday,

May 26, 2026

* We recommend that shareholders

attending virtually via the Internet exercise their voting rights in advance in order to prepare for the possibility of telecommunications failures, PC problems, etc.

Voting rights are an important right of shareholders to participate in the Company’s management. Exercising your voting rights enables you to have your say as a shareholder reflected. Please exercise your voting rights. The voting results for this General Meeting of Shareholders are scheduled to be published on the Company’s website on Friday, May 29, 2026.

The terms of office of all Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, management submits the following nominees for the election of eight

(8) Directors based on a resolution of the Nomination Committee. Of the eight (8) nominees, five

1. of them, constituting a majority, are candidates for the post of outside director. All candidates for outside directors satisfy the conditions for an independent director as stipulated by the Tokyo Stock Exchange. Furthermore, the Company stipulates the following items as conditions of eligibility for a director. All candidates for director fulfill these conditions.

[Nomination criteria for candidates for inside directors]

1. The inside director shall have the personality and insight appropriate for being a director.

2. The inside director shall have sufficient experience and knowledge in the Company’s business as well as in the Group’s business and the outstanding ability for business judgment and execution.

3. The inside director shall be an executive officer of the Company, or chairman or president of one or more subsidiaries, who is able to take responsibility for the basic policy, strategic planning, and business execution of the Company and Group, and fulfill accountability for the Board of Directors; provided however, that this shall not be applied when electing inside directors who do not concurrently serve as an executive officer.

[Nomination criteria for candidates for outside directors]

1. The outside director shall have the personality and insight appropriate for being a director.

2. The outside director shall subscribe to the Company’s Foundational Ideals, etc.

3. The outside director shall have extensive experience as a chief executive officer or other corporate executives or shall have comparable experience, knowledge, and insight.

4. The outside director shall have rich insight and extensive experience that can guide and oversee the promotion of management strategies, strengthening of corporate governance, legal compliance management, etc., for the Company’s management.

* In relation to outside directors, in addition to the above items, they must fulfill the independence criteria mentioned on the next page.

[Independence criteria for outside directors]

The Company’s outside director shall satisfy the conditions stated below to maintain his or her independence.

1. The outside director does not presently serve or has not served for the past ten (10) years as executive director, executive officer, manager, or employee (hereafter referred to as “Executing Person”) of the Company or its subsidiaries.

2. The subject person is someone to whom the conditions stated below are not presently applicable, or have not been applicable for the past three (3) years:

   1. Major shareholder of the Company (those who directly or indirectly hold 10% or more of voting rights), or its Executing Person.

   2. Partner of the independent auditors of the Company or employees who conduct the Company’s audit.

   3. Executing Person of the Company’s principal creditors (creditors who have lent to the AEON Group an amount that exceeds 2% of the AEON Group’s consolidated total assets).

   4. Executing Person of the Company’s major vendors (vendors where the amount of AEON Group transaction exceeds 2% of their annual consolidated sales in the most recent business year of the said vendors).

   5. Attorney at law, certified public accountant, certified public tax accountant, or other consultant who receives remuneration in the amount exceeding 10 million yen annually from the AEON Group other than the director’s remuneration.

   6. Executing Person of a nonprofit organization where the donation from the AEON Group exceeds 10 million yen and where the amount of such donation exceeds 2% of the organization’s total revenue or ordinary profit.

   7. Spouse or a relative within the second degree of kinship of 1. and (1) through (6) above.

      * Provided, however, if any of the items (1) through (7) above is applicable, and if it is judged that the said person is substantially independent in view of personality, insight, etc., then the Company may propose him or her as a candidate for outside director on the condition that explanation is publicly made.

      • Candidates for Director

      Candidate no.	Name	Positions and areas of responsibility in the Company				Attendance at Board of Directors meeting during the 101st business year
      1	Motoya Okada	Director; Chairman of the Board; Nomination Committee member; Compensation Committee member; Chairman and Representative Executive Officer		Reelection		7/7
      2	Akio Yoshida	Director; President and Representative Executive Officer		Reelection		7/7
      3	Mitsuko Tsuchiya	Director; Executive Vice President and Executive Officer; Merchandising and Logistics		Reelection		7/7
      4	Takashi Tsukamoto	Director; Chairman of the Nomination Committee; Chairman of the Compensation Committee; Audit Committee member		Reelection		7/7
      				Outside
      				Independent
      5	Peter Child	Director; Nomination Committee member; Compensation Committee member		Reelection		7/7
      				Outside
      				Independent
      6	Carrie Yu	Director; Audit Committee member		Reelection		7/7
      				Outside
      				Independent
      7	Makoto Hayashi	Director; Chairman of the Audit Committee		Reelection		7/7
      				Outside
      				Independent
      8	Richard Collasse	Director; Audit Committee member		Reelection		7/7
      				Outside
      				Independent

      * Positions and areas of responsibilities of candidates for director are at the time of the resolution at the Board of Directors meeting held in relation to the convocation of this shareholders’ meeting (as of April 9, 2026).

      Independent

      Outside

      Candidates for Outside Director

      Independent Director to be notified to the Tokyo Stock Exchange

      1. Motoya Okada

         Date of birth: Jun. 17, 1951

         Reelection

The number of the Company’s shares owned:

6,479,839 shares

Attendance during the 101st business year

Board of Directors: 100% (7/7)

Nomination Committee: 100% (2/2)

Compensation Committee: 100% (3/3)

Career summary, position, and areas of responsibility in the Company, and significant concurrent positions outside the Company

Mar. 1979 Joined the Company

May 1990 Appointed Director of the Company

Jun. 1997 Appointed President and Representative Director of the Company

May 2003 Appointed Director, President, and Representative Executive Officer of the Company

Mar. 2012 Appointed Director, President and Representative Executive Officer, and Group CEO of the Company

Mar. 2020 Appointed Director, Chairman, and Representative Executive Officer of the Company (current position)

(Positions and areas of responsibility in the Company) Director

Chairman of the Board Nomination Committee member

Compensation Committee member

Chairman and Representative Executive Officer

(Significant concurrent positions outside the Company) Director and Advisor of AEON Mall Co., Ltd.

Director and Advisor of AEON RETAIL CO., LTD.

Director and Advisor of United Super Markets Holdings Inc. Director of WELCIA HOLDINGS CO., LTD.

Motoya Okada has, since assuming office as President and Representative Director in 1997, demonstrated strong leadership as a manager, realized business expansion by developing existing businesses, M&A, etc., and helped the Group grow into a top domestic distribution corporate group. We are nominating him as a candidate as we have judged that he can implement sustainable management that achieves both growth for the Group going forward and the realization of a sustainable society as he is familiar with the businesses of the Group, such as the retail industry, and has extensive experience and insight for managing the overall operation of the Group.

1. Akio Yoshida

   Date of birth: May 26, 1960

   Reelection

The number of the Company’s shares owned:

191,332 shares

Attendance during the 101st business year

Board of Directors: 100% (7/7)

Career summary, position, and areas of responsibility in the Company, and significant concurrent positions outside the Company

Apr. 1983 Joined the Company

Mar. 2011 Appointed General Manager of China Development Management Department, China Division of AEON Mall Co., Ltd.

May 2014 Appointed Managing Director, General Manager of Sales Division, and Chief China Business Officer of AEON Mall Co., Ltd.

Feb. 2015 Appointed President and CEO of AEON Mall Co., Ltd.

Mar. 2016 Appointed Executive Officer, Shopping Center Development Business of the Company

Mar. 2019 Appointed Executive Vice President and Representative Executive Officer, Shopping Center Development Business and Digital Business of the Company

Mar. 2020 Appointed President and Representative Executive Officer of the Company May 2020 Appointed Director, President, and Representative Executive Officer of the

Company (current position)

(Positions and areas of responsibility in the Company) Director

President and Representative Executive Officer

(Significant concurrent positions outside the Company) Director of CAN DO CO., LTD.

Akio Yoshida has extensive management experience and track records, such as serving as the person in charge of the Shopping Center Development Business and Digital Business as well as President and CEO of the Company’s main subsidiary. We are nominating him as a candidate as we have judged that he can implement the growth of the Group going forward and the medium- to long-term improvement of corporate value as he makes important decisions and appropriately supervises the Board of Directors, such as by formulating the medium-term management plan and promoting growth strategy as President and Representative Executive Officer since March 2020.

1. Mitsuko Tsuchiya

   Date of birth: Dec. 9, 1963

   Reelection

The number of the Company’s shares owned:

59,141 shares

Attendance during the 101st business year

Board of Directors: 100% (7/7)

Career summary, position, and areas of responsibility in the Company, and significant concurrent positions outside the Company

Apr. 1986 Joined the Company

May 2006 Appointed Executive Officer (Head of Customer Service and General Manager of CS) of the Company

Mar. 2008 Appointed Executive Officer (Group Environment Manager) of the Company May 2010 Appointed President and Representative Director of AEON Fantasy Co., Ltd.

Mar. 2013 Appointed Senior Executive Officer and Food Product Planning Division Manager of AEON RETAIL CO., LTD.

Jun. 2016 Appointed President and Representative Director of Bio c’ Bon Japon Co., Ltd. Mar. 2019 Appointed Director, Executive Vice President, Executive Officer, and Kinki

Company Branch President of AEON RETAIL CO., LTD.

Mar. 2022 Appointed Executive Officer, Merchandising of the Company, and President and Representative Director of AEON TOPVALU CO., LTD. (current position)

Mar. 2023 Appointed Executive Vice President and Executive Officer, Merchandising of the Company

May 2024 Appointed Director, Executive Vice President, and Executive Officer, Merchandising of the Company

Mar. 2025 Appointed Director, Executive Vice President, and Executive Officer, Merchandising and Logistics of the Company (current position)

(Positions and areas of responsibility in the Company) Director

Executive Vice President and Executive Officer, Merchandising and Logistics

(Significant concurrent positions outside the Company) Outside Director of YaMaYa CORPORATION

Mitsuko Tsuchiya has extensive management experience and track records, such as serving as the person in charge of merchandising of the Company and the Group as well as President and Representative Director of the Company’s main subsidiaries.

She has striven to increase PB product sales as Executive Officer, Merchandising since March 2022. She has been in charge of the Merchandising and Logistics Business since March 2025, managing consistent process from product development to logistics and advancing supply chain management reforms. We are nominating her as a candidate as we have judged that she can facilitate the Group’s medium- to long-term growth and improvement of corporate value.

1. Takashi Tsukamoto

   Date of birth: Aug. 2, 1950

   Reelection

The number of the Company’s shares owned:

0 shares

Number of years

served as outside director: 9 years

Attendance during the 101st business year

Board of Directors: 100% (7/7)

Audit Committee: 100% (7/7)

Nomination Committee: 100% (2/2)

Compensation Committee: 100% (3/3)

Career summary, position, and areas of responsibility in the Company, and significant concurrent positions outside the Company

Apr. 1974 Joined The Dai-Ichi Kangyo Bank, Ltd. (now Mizuho Bank, Ltd.)

Apr. 2002 Appointed Executive Officer of Mizuho Corporate Bank, Ltd. (now Mizuho Bank, Ltd.)

Mar. 2003 Appointed Managing Executive Officer of Mizuho Financial Group, Inc. Apr. 2004 Appointed Managing Executive Officer of Mizuho Corporate Bank, Ltd. Mar. 2006 Appointed Executive Managing Director of Mizuho Corporate Bank, Ltd. Apr. 2007 Appointed Deputy President of Mizuho Corporate Bank, Ltd.

Apr. 2008 Appointed Deputy President & Executive Officer of Mizuho Financial Group, Inc. Jun. 2008 Appointed Deputy President of Mizuho Financial Group, Inc.

Apr. 2009 Appointed President of Mizuho Financial Group, Inc.

Jun. 2011 Appointed Chairman of Mizuho Financial Group, Inc.; President & CEO of Mizuho Bank, Ltd.

Jul. 2013 Appointed Chairman of Mizuho Bank, Ltd.

Apr. 2014 Appointed Senior Advisor of Mizuho Financial Group Jun. 2016 Appointed Chairman of The Japan-British Society

Jul. 2016 Appointed Outside Director of Asahi Mutual Life Insurance Company (current position)

Apr. 2017 Appointed Honorary Advisor of Mizuho Financial Group

May 2017 Appointed Outside Director of the Company (current position)

Jun. 2017 Appointed Outside Director of Internet Initiative Japan Inc. (current position) Jun. 2021 Appointed Outside Director of Furukawa Electric Co., Ltd. (current position) Jul. 2023 Appointed Senior Advisor of Mizuho Financial Group, Inc. (current position)

(Positions and areas of responsibility in the Company) Director

Chairman of the Nomination Committee Chairman of the Compensation Committee Audit Committee member

(Significant concurrent positions outside the Company) Senior Advisor of Mizuho Financial Group, Inc.

Outside Director of Asahi Mutual Life Insurance Company Outside Director of Internet Initiative Japan Inc.

Outside Director of Furukawa Electric Co., Ltd.

Takashi Tsukamoto has served as a corporate manager at major financial institutions, has been internationally active, and has rich insights and extensive experience in the financial field. Accordingly, we recommend his election as an outside director to benefit from the advice and guidance that he would be able to provide in order to maintain and enhance the transparency and soundness of overall management, and to enhance corporate governance. After his election, it is planned that he will carry out activities as a member of the Audit Committee, Nomination Committee, and Compensation Committee.

1. Peter Child

   Date of birth: Mar. 25, 1958

   Reelection

The number of the Company’s shares owned:

0 shares

Number of years

served as outside director: 8 years

Attendance during the 101st business year

Board of Directors: 100% (7/7)

Nomination Committee: 100% (2/2)

Compensation Committee: 100% (3/3)

Career summary, position, and areas of responsibility in the Company, and significant concurrent positions outside the Company

Sep. 1976 Joined United Kingdom Atomic Energy Authority Jun. 1980 Joined Michelin Tire Company

Jan. 1984 Joined McKinsey & Co., London

Aug. 1987 Appointed Manager of McKinsey & Co., Los Angeles Aug. 1988 Appointed Partner of McKinsey & Co., London

Aug. 1990 Appointed Senior Partner of McKinsey & Co., Paris Apr. 2007 Appointed Senior Partner of McKinsey & Co., London

Mar. 2015 Appointed Senior Partner of McKinsey & Co., Hong Kong May 2018 Appointed Outside Director of the Company (current position)

(Positions and areas of responsibility in the Company) Director

Nomination Committee member Compensation Committee member

(Significant concurrent positions outside the Company) No significant concurrent positions.

Peter Child has expertise in the retail sector gained primarily from serving as a leader of consumer goods and retail group at a major consulting firm. Accordingly, we recommend his election as an outside director to benefit from the advice and guidance that he would be able to provide in the area of promoting global management of the Company. After his election, it is planned that he will carry out activities as a member of the Nomination Committee and as a member of the Compensation Committee.

1. Carrie Yu

   Date of birth: Sep. 30, 1958

   Reelection

The number of the Company’s shares owned:

0 shares

Number of years

served as outside director: 6 years

Attendance during the 101st business year

Board of Directors: 100% (7/7)

Audit Committee: 100% (7/7)

Career summary, position, and areas of responsibility in the Company, and significant concurrent positions outside the Company

Jul. 1982 Joined Levy Gee, Chartered Accountants, London

Jan. 1987 Joined Coopers & Lybrand (now PricewaterhouseCoopers (PwC)), Hong Kong Sep. 1991 Appointed Manager of PwC Vancouver

Nov. 1996 Appointed Partner of PwC Hong Kong

Dec. 1996 Appointed Graduate Recruitment Partner of PwC Hong Kong

Jul. 2002 Appointed Retail & Consumer Leader of PwC China & Hong Kong

Jul. 2004 Appointed “We Care” Program Lead Ambassador of PwC China & Hong Kong Jan. 2006 Appointed Retail & Consumer Leader of PwC Global

Mar. 2008 Appointed Board Member of PwC Global Governance Board

Jul. 2009 Appointed Retail & Consumer Leader of PwC China & Asia Pacific Jul. 2019 Appointed Senior Advisor of PwC Hong Kong (current position) May 2020 Appointed Outside Director of the Company (current position)

Jul. 2025 Appointed Consumer Markets Industry Leader of PwC China (current position)

(Positions and areas of responsibility in the Company) Director

Audit Committee member

(Significant concurrent positions outside the Company) Consumer Markets Industry Leader of PwC China Senior Advisor of PwC Hong Kong

Carrie Yu belongs to professional accounting bodies in the UK, Hong Kong, and Canada. She has international expertise in accounting and the retail sector gained primarily from previously serving as a leader of retail and consumer group in the Asia Pacific region at a major professional services firm. Accordingly, we recommend her election as an outside director to benefit from the advice and guidance that she would be able to provide in the area of promoting global management of the Company. After her election, it is planned that she will carry out activities as Audit Committee member.

1. Makoto Hayashi

   Date of birth: Jul. 30, 1957

   Reelection

The number of the Company’s shares owned:

0 shares

Number of years

served as outside director: 3 years

Attendance during the 101st business year

Board of Directors: 100% (7/7)

Audit Committee: 100% (7/7)

Career summary, position, and areas of responsibility in the Company, and significant concurrent positions outside the Company

Apr. 1983 Appointed Public Prosecutor of Tokyo District Public Prosecutors Office

Jun. 2001 Appointed Director of International Affairs Division of the Criminal Affairs Bureau of Ministry of Justice

Apr. 2003 Appointed Director of General Affairs Division of the Correction Bureau of Ministry of Justice

Jul. 2006 Appointed Director of General Affairs Division of the Criminal Affairs Bureau of Ministry of Justice

Jan. 2008 Appointed Director of Personnel Division of the Minister’s Secretariat of Ministry of Justice

Apr. 2011 Appointed Public Prosecutor of Supreme Public Prosecutors Office

Apr. 2012 Appointed Director-General of the General Affairs Department of Supreme Public Prosecutors Office

Jul. 2013 Appointed Chief Prosecutor of Sendai District Public Prosecutors Office

Jan. 2014 Appointed Director-General of the Criminal Affairs Bureau of Ministry of Justice Jan. 2018 Appointed Superintending Prosecutor of Nagoya High Public Prosecutors Office May 2020 Appointed Superintending Prosecutor of Tokyo High Public Prosecutors Office Jul. 2020 Appointed Prosecutor-General

Jun. 2022 Retired as Prosecutor-General

Aug. 2022 Appointed Special Counsel of Mori Hamada & Matsumoto (current position) May 2023 Appointed Outside Director of the Company (current position)

Jun. 2023 Appointed External Audit & Supervisory Board Member of MITSUI & CO., LTD. (current position) and Outside Audit and Supervisory Board Member of Central Japan Railway Company (current position)

Jun. 2024 Appointed Outside Director of SBI Shinsei Bank, Limited (current position) Feb. 2026 Appointed Outside Audit & Supervisory Board Member of ONODERA Food

Service Holdings Co., Ltd. (current position)

(Positions and areas of responsibility in the Company) Director

Chairman of the Audit Committee

(Significant concurrent positions outside the Company) Special Counsel of Mori Hamada & Matsumoto

External Audit & Supervisory Board Member of MITSUI & CO., LTD.

Outside Audit and Supervisory Board Member of Central Japan Railway Company Outside Director of SBI Shinsei Bank, Limited

Outside Audit & Supervisory Board Member of ONODERA Food Service Holdings Co., Ltd.

Makoto Hayashi is an attorney at law who has successively filled posts of Superintending Prosecutor of Tokyo High Public Prosecutors Office and Prosecutor-General. Therefore, he has rich experience and insights in legislation and legal compliance. Accordingly, we recommend his election as an outside director to benefit from the advice and guidance that he would be able to provide in the area of promoting legal compliance management such as risk management and legal compliance. After his election, it is planned that he will carry out activities as Audit Committee member.

1. Richard Collasse

Date of birth: Jul. 8, 1953

The number of the Company’s shares owned:

0 shares

Number of years

served as outside director: 2 years

Attendance during the 101st business year

Board of Directors: 100% (7/7)

Audit Committee: 100% (7/7)

Career summary, position, and areas of responsibility in the Company, and significant concurrent positions outside the Company

Oct. 1975 Joined Protocol Division of Ambassade de France au Japon Aug. 1979 Joined GIVENCHY, Inc.

Apr. 1981 Established GIVENCHY Co., Ltd. (Japan Office). Appointed Representative Director

Sep. 1985 Appointed General Manager of the Perfume and Cosmetics Division of Chanel Co., Ltd.

Aug. 1993 Appointed Managing Director of Chanel Ltd. (Hong Kong)

Aug. 1995 Appointed Representative Director and President of Chanel Co., Ltd. (Japan Office)

Dec. 2018 Appointed Director of Chanel Co., Ltd. (London), Chief Officer of Travel and Retail Business of Chanel Co., Ltd. (Switzerland), and Director and Chairman of Chanel Co., Ltd. (Japan Office)

May 2024 Appointed Outside Director of the Company (current position)

Mar. 2026 Appointed Director and Global CEO & Global President of TASAKI Holdings, Inc. (current position)

(Positions and areas of responsibility in the Company) Director

Audit Committee member

(Significant concurrent positions outside the Company)

Director and Global CEO & Global President of TASAKI Holdings, Inc.

Richard Collasse has expertise regarding global management in the retail sector, which includes serving as Chief Officer of global companies in Europe and Asia, and as President of the Japan Office. Accordingly, we recommend his election as an outside director to benefit from the advice and guidance that he would be able to provide in the area of promoting global management of the Company. After his election, it is planned that he will carry out activities as Audit Committee member.

(Note 1) The number of years served as an outside director is the number of years as of the end of this General Meeting of Shareholders.

(Note 2) Although Takashi Tsukamoto successively held the posts of Executive Officer, Executive Managing Director, and President & CEO at Mizuho Bank, Ltd. from 2002 to 2013, more than ten years have passed since he retired from the said bank in 2013, and currently he is not involved in the business execution of Mizuho Bank, Ltd. Also, Mizuho Bank, Ltd. is one of the primary lenders to the Company, but it is not a business connection that has a significant effect on the Company’s decision-making. The balance of borrowings of the Company from Mizuho Bank, Ltd. as of the end of the most recent business year is less than 2% of the consolidated total assets.

(Note 3) Peter Child has served as a Senior Partner at multiple branch offices of McKinsey & Co., and the Company has transactions with the said company. The monies paid to McKinsey & Co. represent less than 0.1% of the Company’s total consolidated SG&A expenses.

(Note 4) Carrie Yu serves as Consumer Markets Industry Leader of PricewaterhouseCoopers (PwC) China and Senior Advisor of PwC Hong Kong. The Company has transactions with multiple member firms of PwC, and the monies paid to PwC represent less than 0.1% of the Company’s total consolidated SG&A expenses.

Carrie Yu’s legal name is “Carrie Ip.”

(Note 5) The Company has transactions with Mori Hamada & Matsumoto of which Makoto Hayashi is the Special Counsel. The monies paid to Mori Hamada & Matsumoto represent less than 0.1% of the Company’s total consolidated SG&A expenses.

(Note 6) With respect to the responsibilities stipulated under Article 423, paragraph 1 of the Companies Act, the Company has entered into agreements with each of its outside directors, Takashi Tsukamoto, Peter Child, Carrie Yu, Makoto Hayashi, and Richard Collasse which limit the liability of these directors for damage to the Company. These agreements state that, when outside directors carry out their duties in good faith and with no serious negligence, their liability to compensate the Company is limited to 15,000,000 yen or to an amount stipulated by applicable laws and regulations, whichever is higher, and that they are exempt from an outside director’s obligation to compensate the Company for any amounts that exceed these limits. The Company also plans to enter into agreements with each of the elected outside directors upon the approval of this proposal.

(Note 7) The views on the balance of knowledge, experience and capabilities, diversity, and scale of the Board of Directors as a whole are as follows:

• The Company has set the maximum number of members of the Board of Directors to 12 in the Articles of Incorporation, and composes the Board of Directors in accordance with the matters stated below for effective and stable operation. Furthermore, procedures for selecting candidates for Director of the Company shall be determined by the Nomination Committee where outside directors hold the majority and one serves as chairman for the purpose of high transparency and fairness.

  As stated on pages 11 to 12 persons who satisfy the conditions of the nomination criteria for candidates for inside directors and outside directors as well as the conditions of the independence criteria for outside directors shall be selected.

• The Board of Directors shall be managed by persons who have a high level of insight and extensive experience in management, international relations, risk management, legal compliance, finance and accounting, banking, IT, digital, environment, and other fields, in order to sufficiently perform the supervisory function.

(Note 8) The Company has entered into a directors and officers liability insurance contract (“D&O insurance policy”) with an insurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. The D&O insurance policy covers, costs for compensation for damages and litigation costs incurred by the insured persons arising from claims for compensation of damages arising from actions (including negligence) carried out pursuant to the company position of the relevant director or officer. However, the D&O insurance policy has an established excess amount, whereby damages within that excess are not covered by the policy. Furthermore, insured persons in this policy are directors and executive officers of the Company as well as any person who performs important duties, such as directors of the Company’s subsidiaries. The Company will bear the entire amount of insurance premiums. In the event that this proposal is approved, all elected directors will be included as insured

persons under the D&O insurance policy. The Company intends to continue the D&O insurance policy even after the expiration of the contract period. When the policy is next due for renewal, the Company will consider appropriate revisions to the contents of the policy, as necessary, after taking into account the business environment and other factors.

(Note 9) No conflict of interest exists between the Company and each candidate.

ATTACHED DOCUMENTS

(March 1, 2025 – February 28, 2026)

During the fiscal year under review, price increases continued while real wages remained negative. Rising energy costs, including utilities and fuel, further increased the burden on household budgets. As a result, consumers’ purchasing behavior has shown a tendency toward frugality, including restrained purchasing.

The AEON Group has made efforts to offer products at great value, centered on the private brand “TOPVALU,” while also working to respond to changing customer needs in the Health & Wellness and Shopping Center Development Businesses by expanding the business scope and enhancing services, leading to stronger support from customers. As a result, consolidated operating revenue reached 10,715.3 billion yen and operating profit amounted to 270.4 billion yen, representing an increase in both revenue and profit and a new record high. Profit attributable to owners of the parent amounted to 72.6 billion yen, up 167.5% year on year.

In FY2025, the AEON Group implemented the “five reforms” set out in the Medium-Term Management Plan, aiming for “sustainable, circular economy-focused management in which AEON’s growth leads to the enrichment of local community life.”

In terms of “Digital,” the number of members for the Group Total App “iAEON” has grown to approximately 22 million, while the customer base for the online supermarket “Green Beans” has also grown to 900,000, as we continued initiatives to enhance the shopping experience through digital platforms.

Under “Products and supply chains,” TOPVALU continued its double-digit growth to reach a scale of 1.2 trillion yen. Our affordable prices, achieved through relentless corporate efforts, combined with the unique value found only at AEON, have continued to be supported by customers.

Under “Health & Wellness,” we completed the management integration with TSURUHA HOLDINGS INC., forming the largest drugstore chain in Japan. WELCIA HOLDINGS CO., LTD. has also begun developing a “drugstore and food” business model as part of a new growth strategy.

Under the “AEON Living Zone,” we worked to restructure regional supermarkets with the aim of becoming No. 1 in each region. In the Tokyo metropolitan and Kinki areas, we have completed our nationwide regional shift through the establishment of AEON FOOD STYLE Co., Ltd. and the reorganization involving the newly formed The Daiei, Inc.

We have also completed the process of making AEON Mall Co., Ltd. and AEON DELIGHT CO., LTD., which serve as the Group’s platform functions, into wholly owned subsidiaries, thereby establishing a foundation for optimizing Group assets and enhancing the value of our facilities.

Under “Asian shift,” we have focused on Vietnam, a rapidly growing market, to accelerate store openings across multiple formats such as shopping centers, GMS, supermarkets, and convenience stores, producing a network of 302 stores. By expanding broadly from major cities to regional areas, we are strengthening our business foundation with an eye toward future growth.

We will build upon the business foundation established through these efforts to drive further reforms in our business structure and strive to achieve sustainable growth.

(Note 1) The “Accounting Standard for Income Taxes” (ASBJ Statement No. 27, issued on October 28, 2022) and other related standards have been adopted from the beginning of FY2025. Accordingly, the consolidated operating results and financial position for FY2024 reflect retrospective adjustments.

(Note 2) The Company implemented a three-for-one stock split of its common stock, effective September 1, 2025. “Earnings per share” and “Net assets per share” have been calculated on the assumption that the stock split had been conducted at the beginning of FY2022.

(Note) The main activities in each business segment are as follows: GMS Business

General merchandise stores (GMS), flat-rate discount store business, etc.

SM Business

Supermarkets, convenience stores, small-scale supermarkets DS Business

Discount stores

Health & Wellness Business Drugstores, pharmacies, etc.

Financial Services Business

Credit card business, fee business, banking business

Shopping Center Development Business Development and leasing of shopping centers

Services & Specialty Store Business

Comprehensive facility management services, amusement services, food services, specialty stores, etc. selling family casual apparel, footwear, etc.

International Business

Retail stores in the ASEAN region and China Other Business

Mobile marketing business, digital business, etc.

AEON RETAIL CO., LTD. continues to reform its revenue structure with a focus on “maximizing gross profit,” “improving shopping center profitability,” and “enhancing productivity through digitalization.” We expanded our TOPVALU and SPA product lines to secure gross profit, reviewed our product mix, and implemented initiatives to improve inventory

turnover. Additionally, the use of digital transformation (DX) to streamline operations and reduce the workload of back-office functions contributed to an increase in labor-hour productivity. We balanced cost structure reforms and the enhancement of sales capabilities by redeploying the labor-hours saved to growth areas among other measures, working to strengthen our business foundation to improve future profitability.

In order to gain customer support and regional shares in response to rising inflation and intensified competition, we actively promoted new store openings and store revitalization nationwide. In particular, we implemented strengthened pricing initiatives across the entire company. In the Tokyo metropolitan area, MAXVALU Kanto Co., Ltd. has integrated Daiei’s Kanto business and AEON MARKET CO., LTD. and commenced operations as the

newly formed AEON FOOD STYLE Co., Ltd. Meanwhile, in the Kinki area, The Daiei, Inc. has absorbed KOHYO Co., Ltd., and restarted operations as the new Daiei.

Additionally, My Basket CO., LTD. has been building an operational model that balances rapid store expansion with effective store management in the Tokyo metropolitan area, achieving a record number of new store openings while also increasing average daily sales per store and advancing efforts to expand market share.

AEON BIG CO., LTD. improved its gross profit by developing and expanding private brand products dedicated to the DS format and by revising its product mix. In addition, labor-saving initiatives including the completion of self-checkout system installations at all stores and the promotion of digitalization in operations, contributed to the control of selling, general and

administrative expenses. BIG-A CO., LTD. increased sales by strengthening its low-price appeal through price reductions on key items and the expansion of outlet product sales. In addition, the company has continued efforts to improve productivity by enhancing operational efficiency through the digitalization of store operations and by improving business processes at both store and headquarters levels, thereby promoting sustainable reforms to its cost structure.

WELCIA HOLDINGS CO., LTD. achieved increases in revenue and profit, supported by steady performance in both its merchandising division strengthened food offerings, and the dispensing division, which expanded through the growth of stores with dispensing pharmacies. Additionally, the management integration of TSURUHA HOLDINGS INC. and WELCIA HOLDINGS CO., LTD. was completed, resulting in the establishment of

Japan’s largest drugstore chain with sales exceeding 2 trillion yen. Going forward, the company aims to contribute to the extension of healthy life expectancy by addressing “pre-disease care,” “prevention,” “treatment,” and “nursing care,” and thereby realize a higher level of health and wellness for local communities.

AEON Financial Service Co., Ltd. provides financial services in Japan and overseas that respond to changes in customers’ life stages and living environments, based on a consumer-centric perspective, which is strength as a financial group originating from retail. In Japan, the company promoted the expansion of its customer base and usage locations for the QR code-based

payment service “AEON Pay.” Overseas, the company advanced initiatives to further develop the AEON Living Zone, including the launch of corporate deposit services at digital banks and establishment of a marketing services company in Malaysia, as well as provisions of loans though a newly acquired finance company in Vietnam.

AEON Mall Co., Ltd. carried out renovations at 21 malls in Japan during the year. Reviewing tenant mix and introducing experiential content (such as indoor and outdoor recreational facilities) enhanced visitor circulation and shopping opportunities, thereby advancing initiatives to improve the profitability of existing assets. Non-retail business formats, such as food and beverage,

amusement, and services, performed particularly well. In China, the successful implementation of measures to stimulate consumption led to increased sales at specialty stores in existing malls, while in Vietnam, sales grew against the backdrop of robust private consumption.