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| AEON Corporation of Japan is the holding company of all subsidiaries
in the AEON Group. The corporate headquarters is located in Okayama City. |

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| AEON East Japan, Inc. is the regional headquarters for the
educational and business operations in the eastern section of the country. AEON
East Japan's headquarters is located in Tokyo. |

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| AEON Central Japan, Inc. is the regional headquarters for the
educational and business operations in the central section of the country. AEON
Central Japan's headquarters is located in Nagoya. |

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| AEON West Japan, Inc. is the regional headquarters for the
educational and business operations in the western section of the country. AEON
West Japan's headquarters is located in Okayama. |

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| AEON Institute of Language Education, Inc. (AIOLE) is the research
and development division of the company responsible for the curriculum, teaching
methods and pedagogy, educational materials and textbook production for AEON schools.
AIOLE's headquarters is located in Tokyo. |

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| AEON AMITY, Inc. is responsible for the educational and business
operations, the development of curriculum, teaching methods and pedagogy, educational
materials and textbook production for the exclusive network of AMITY Children's
Schools throughout Japan. AEON AMITY's headquarters is located in Okayama and
Tokyo. |

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| AEON Digital Works, Inc. (ADW) is responsible for the content,
management and maintenance of AEON Group's Internet websites and for the development
of all multimedia-related educational materials. ADW's headquarters is located
in Tokyo. |

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| AEON Net Communications, Inc. (ANC) is responsible for the
administration of English lessons conducted over the telephone or through the
Internet. ANC's headquarters is located in Tokyo. |

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| Ryugaku Journal, Inc. is the travel and study abroad agency
for AEON Group. It is responsible for organizing and coordinating all overseas
educational opportunities, including cultural exchange, home stay, and study abroad
programs. Ryugaku Journal publishes the wellknown reference periodical of the
same name for anyone wishing to study abroad. Ryugaku Journal's headquarters office
is located in Tokyo. |

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| AEON Inter-cultural USA is responsible for North American recruitment,
hiring, and processing of AEON Corporation's foreign teaching staff in Japan.
Recruitment offices are located in Los Angeles, Toronto, Chicago and New York
City. Applicants living in other countries may apply for teaching positions through
any AEON Inter-cultural USA office. |

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| AEON Inter-cultural Pty Ltd. is responsible for recruitment,
hiring, and processing of candidates from Oceania for positions on AEON's foreign
teaching staff in Japan. The AEON Inter-cultural Pty. Ltd. recruitment office
is located in Sydney, Australia. |
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