6. Remuneration for Directors and Audit & Supervisory Board Members

Matters concerning a policy regarding determinations and calculation methods of remuneration amounts, etc., for directors

At a meeting held on July 11, 2024, the board of directors determined the Company policy for determining the remuneration amounts, etc., for directors. The board of directors consults the Nomination and Compensation Committee on the details of any resolutions to be adopted prior to the meeting in question.
The board of directors also confirms that the method and details of determining remuneration amounts, etc. for each individual director for the current fiscal year are consistent with the decision-making policy approved by the board of directors. The board also confirms that Nomination and Compensation Committee deliberations are respected and in line with such policy.
The following is a summary of the policy details regarding determinations and calculation methods of remuneration amounts, etc., for directors.

1. Director compensation reflects the results of performance based on fair standards and according to the extent to which the director fulfills their role, achieves management goals, and engages in initiatives to enhance the Company’s medium-term corporate value.
2. Director remuneration consists of basic compensation, performance-linked compensation, and stock options.
1. Basic Compensation
   Basic compensation is paid on a monthly basis, as determined by individual evaluation and within the standard amount established for each title.
2. Performance-Linked Compensation
   Performance-linked compensation is weighted at approximately 30% total cash compensation (basic compensation plus performance-linked compensation), weighted higher according to the responsibilities of the person in question. The amount of performance-linked compensation paid to each (individual) director is calculated based on company performance and individual performance. Company performance is calculated using a coefficient based on the company performance budget, while the individual performance evaluation is used to determine the percentage awarded based on an evaluation of the individual’s achievement of personal goals under the medium-term management plan. In addition, individual performance evaluations are made by the president based on a performance report for each director. The board of directors makes a final decision after receiving a report from the Nomination and Compensation Committee.
3. Stock Options
   Our aim is to increase the motivation and morale toward sustained earnings and corporate value improvement through the allocation of stock acquisition rights as stock options reflecting corporate earnings. We accomplish this by strengthening the relationship between share prices, earnings, and compensation, ensuring directors share the same benefits of share price increases and risk of share price decreases with shareholders. The percentage of total compensation is set at around 10%, with a higher weighting depending on the responsibility. The number of stock options allocated is determined based on the standard number of stock options for each position, the percentage of achievement of the Company's business results budget, and the degree of achievement of the individual's goals under the medium-term management plan.
3. Outside directors are paid a fixed compensation only. Company earnings and individual performance evaluations are not considered as part of this compensation.
4. The remuneration limit for directors as the combined monetary total of basic compensation and performance-linked remuneration was limited to a maximum ¥600 million per fiscal year as approved at the 96th regular meeting of shareholders, held May 17, 2007. The company had a total of 20 directors serving at the time of the resolution.
5. The board of directors determines the amount of each director's individual remuneration. The content of the authority and the scope of discretion will be the portion relating to the amount of each director individual remuneration (base remuneration + performance remuneration). The board of directors approved the establishment of the Nomination and Compensation Advisory Committee at November 2018 meeting and the committee began operating in January 2019. The Nomination and Compensation Committee consists of five independent outside directors as of February 28, 2025. Performance-linked compensation is determined by the board of directors, based on the individual’s performance evaluation and within a determined range, once the board receives reports on company performance and from the Nomination and Compensation Committee, and in light of recommendations by the president of the Company.
6. Given their independent position in supervising the execution of duties by directors, members of the Audit & Supervisory Committee are paid only fixed compensation. This level of remuneration is necessary to ensure the appropriate people play a central role in establishing and operating high-quality corporate governance. The remuneration limit for directors was limited to a maximum ¥50 million per fiscal year as approved at the 91st regular meeting of general shareholders, held May 8, 2002, finalized subsequent to negotiations with the members of the Audit & Supervisory Board. The company had a total of four members of the Audit & Supervisory Board serving at the time of the resolution.
   The following outlines policies related to remuneration of members of the Audit & Supervisory Board:
1. Basic Compensation
   The company pays a fixed amount according to the experience, insight, and title of each member of the Audit & Supervisory Board.
2. Performance-Linked Compensation
   The company does not offer performance-linked compensation to members of the Audit & Supervisory Board.
3. Stock Options
   The company does not offer stock options to members of the Audit & Supervisory Board.

Ratio of Remuneration by Type for Directors According to Title

(Note)

1. This model represents 100% achievement of targets related to performance-linked compensation. The ratios above will change according to changes in company earnings performance, share price fluctuations, etc.
2. Different compensation tables are applied depending on director role and grade. Therefore, ratio of compensation by type may differ for individuals, even those who have the same title.

<Board of Director Activities>
The AEON MALL board of directors made the following deliberations and decisions related to director remuneration during the current fiscal year:

1. April 9, 2024: Issuance of stock acquisition rights as 17th Performance-Linked Stock Options
2. April 9, 2024: Allocation of stock acquisition rights as 17th Performance-Linked Stock Options
3. April 9, 2024: Decision regarding performance-based remuneration for directors for fiscal 2023
4. May 23, 2024: Regarding basic compensation for directors for fiscal 2024
5. July 11, 2024: Regarding revisions to evaluation criteria for director compensation

<Role and Activities of the Nomination and Compensation Committee>
The Nomination and Compensation Committee serves as an advisory organ to the board of directors. The committee deliberates, exchanges opinions, and provides advice and reports to the board of directors regarding the propriety of basic compensation and performance-linked compensation paid to directors, as well as the validity of performance evaluations of said directors.

1. March 25, 2024: Regarding fiscal 2024 director and executive director assignments
2. April 5, 2024: Regarding fiscal 2023 director performance evaluations and performance-linked compensation;
   Issuance and allocation of stock options for stock-based compensation
3. May 23, 2024: Regarding fiscal 2024 basic compensation for directors;
   Changes to fiscal 2024 director compensation system
4. June 20, 2024: Regarding fiscal 2024 director evaluations
5. January 28, 2025: Regarding organizational structure (directors and executive officers) as of March 1

Total Amount of remuneration, etc. by Each Director Title, Total Amount by Type of Remuneration, etc., and Number of Directors Eligible

(Note)

1. The above does not include one unpaid director and one unpaid member of the Audit & Supervisory Board.
2. The breakdown of the total amount of non-monetary compensation, etc., to directors (excluding outside directors) is ¥8 million in stock options.

Total Amount of Consolidated Remuneration, etc. for Each Director

Not provided, as no individual is paid total consolidated remuneration of more than ¥100 million.

Important Matters Related to Salaries of Directors Also Serving as Employees

No applicable items.