2 annual report - aeon co. (m) bhd.aeonretail.com.my/corporate/investor/annual/pdf/2008.pdf · 2...

Annual Report 20082

The pencil and words on the Annual Report

cover denote the prospect of limitless success

in creativity and innovation by AEON CO.

(M) BHD. (AEON or the Company) together

with its business partners, staff and customers.

The colour orange of the pencil represents

AEON’s enthusiasm and determination to work

towards this objective and breakthrough. It

also symbolises AEON’s limitless commitment,

strength and endurance.

The pencil and words on the Annual Report

cover denote the prospect of limitless success

in creativity and innovation by AEON CO.

(M) BHD. (AEON or the Company) together

with its business partners, staff and customers.

The colour orange of the pencil represents

AEON’s enthusiasm and determination to work

towards this objective and breakthrough. It

also symbolises AEON’s limitless commitment,

strength and endurance.

• New Stores .................................................................................................................................... 4• Store Renovations ............................................................................................................................ 7• MaxValu Renovation ........................................................................................................................ 8• AEON In-House Brand ..................................................................................................................... 9• Tree Planting Ceremonies .................................................................................................................. 10• AEON Woodland Progress ............................................................................................................... 12• “With All Our Hearts” Malaysian JUSCO Foundation ............................................................................. 13• Corporate Social Responsibility .......................................................................................................... 14• Human Resource Management .......................................................................................................... 17• An Introduction to ÆON ................................................................................................................... 18• Corporate Information and Directory ................................................................................................... 19• Share Price .................................................................................................................................... 20 Revenue Profi t Attributable to Shareholders• Five Years Financial Highlights ........................................................................................................... 21• Directors’ Profi les ............................................................................................................................. 22• Senior Management ........................................................................................................................ 25• Chairman’s Statement ....................................................................................................................... 26• Review of Operations ....................................................................................................................... 30

CORPORATE GOVERNANCE• Statement on Corporate Governance .................................................................................................. 38• Terms of Reference of the Audit Committee ........................................................................................... 42• The Audit Committee ........................................................................................................................ 44• Statement on Internal Control ............................................................................................................. 45• Other Information ............................................................................................................................ 46

FINANCIAL STATEMENTS• Directors’ Report .............................................................................................................................. 48• Balance Sheet ................................................................................................................................ 52• Income Statement ............................................................................................................................ 53• Statement of Changes in Equity .......................................................................................................... 54• Cash Flow Statement ....................................................................................................................... 55• Notes to the Financial Statements ....................................................................................................... 56• Statement by Directors ...................................................................................................................... 76 Statutory Declaration • Independent Auditors’ Report ............................................................................................................. 77

OTHERS• Analysis of Shareholdings ................................................................................................................. 78 Substantial Shareholdings Directors’ Interests • List of 30 Largest Shareholders ........................................................................................................... 79• Particulars of Properties ..................................................................................................................... 81• JUSCO Stores, Shopping Centres & MaxValu ....................................................................................... 82• Milestones ..................................................................................................................................... 84• Notice of Annual General Meeting ..................................................................................................... 86• Notice of Dividend Payment .............................................................................................................. 88 Statement Accompanying Notice of Twenty-Fourth Annual General Meeting• Proxy Form ..................................................................................................................................... 89

TABLE OF CONTENTS

Annual Report 20084

NEW STORES

ONE-STOP SHOPPING AT AEON SEBERANG PRAI CITYFolks in the northern region welcome the new AEON Seberang Prai City Shopping Centre on 22 August 2008. This shopping hub is the largest shopping centre in the northern region, offering customers a shopping environment comparable to those in the Klang Valley.

The grand opening of AEON’s 15th shopping centre and 19th JUSCO store on 13 December 2008 was offi ciated by the Yang Di-Pertua Negeri Pulau Pinang, Tuan Yang Terutama Tun Dato’ Seri Utama (DR.) Haji Abdul Rahman bin Hj. Abbas.

During the grand opening of this shopping centre, AEON’s “With All Our Hearts” Malaysian JUSCO Foundation donated a dialysis machine worth RM43,000 to Pusat Dialisis Province Wellesley Renal Medifund Bukit Mertajam.

With a total net lettable area of approximately 675,000 square feet, the 3-level shopping centre has 190 retail shops, offering an assortment of goods for everyone. It also has ample parking space, with more than 3,000 parking bays for shoppers’ convenience.

Other main attractions include the 8,000 square feet Digital Mall and the Bazaar Seni. The Bazaar Seni highlights local snacks, handicrafts and accessories and is AEON’s effort in supporting the local entrepreneurs.

Furthermore, there’s also a rental-free public library located at the shopping centre’s North Court. The library, managed by the Penang Library Corporation is yet another one of AEON’s corporate social responsibility initiatives.

With 190 retail shops available, AEON Seberang Prai City Shopping Centre offers Penangites an opportunity to enjoy one-stop shopping, offering a wide assortment of merchandise, services and entertainment convenience.

Annual Report 2008 5

A UNIQUE SHOPPING EXPERIENCE AT AEON AU2 SETIAWANGSAWith an arcade-style open concept shopping area, AEON AU2 Setiawangsa Shopping Centre offers folks in the Klang Valley a unique shopping experience. The shopping centre opened its doors on 5 December 2008 and introduces an environmental-friendly open air concept that is surrounded by lush of greenery.

The grand opening of AEON’s 16th shopping centre and 20th JUSCO store was held on 22 January 2009 and was offi ciated by the then Minister of Federal Territories, Y.B. Dato’ Seri Zulhasnan Rafi que.

As part of AEON’s corporate social responsibility initiatives and in conjunction with the opening, the House of Matthew, Persatuan Orang-Orang Cacat Anggota Malaysia and Victorious Living Assembly also received donation worth RM2,000 each from “WAOH” Malaysian JUSCO Foundation.

AEON has also allocated a special section - Local Bazaar to assist local small and medium entrepreneurs (SMEs) to promote their products. There are also the high quality yet affordable AEON private fashion labels available at AEON’s JUSCO General Merchandise Store (GMS) and AEON managed tenant shops at this latest shopping paradise.

AEON AU2 Setiawangsa Shopping Centre covers a total net lettable area of approximately 337,000 square feet. It also has ample parking space with more than 1,300 parking bays, designed for customers’ comfort and convenience.

Annual Report 20086

ENVIRONMENTAL-FRIENDLY SHOPPING AT AEON BUKIT INDAH SHOPPING CENTREOn 19 December 2008, Johoreans welcome the opening of AEON’s 17th shopping centre and 21st JUSCO store. Equipped with eco-friendly technologies, AEON CO. (M) BHD. takes pride in the new shopping centre as it depicts the company’s social responsibility to the community and the environment.

With a total net lettable area of approximately 566,000 square feet and the tagline ‘Something for Everyone’, the 3-level shopping centre has 190 tenants, offering an assortment of goods, from fashion, home furnishing to food and also entertainment.

With the objective towards AEON’s quest for environmental preservation, the construction of the building uses recycled bio-waste building materials. Another highlight of the building is the rooftop solar panels that save energy thus reduces CO2 emissions.


MORE GREAT REASONS TO SHOP AT JUSCO METRO PRIMAIn line with AEON CO. (M) BHD.’s efforts to provide convenience and comfort to shoppers, refurbishment works were also carried out at JUSCO Metro Prima.

Among parts of the supermarket that were improved included the non-halal, wine & liquor sections. There is also a new fresh leafy and organic section and AEON Wellness to cater for shoppers’ health and beauty care needs. The Delica and sushi sections and La Boheme bakery were also given a facelift.

STORE RENOVATIONS

THE EXCELLENT NEW LOOK AT JUSCO TAMAN MALURIOn 25 April 2008, JUSCO Taman Maluri welcomes shoppers with a brand new look. This project is in line with AEON CO. (M) BHD.’s constant interior refurbishment of stores for a contemporary image. Restoration works were carried out in stages to minimise inconvenience to customers and disruptions to the store’s operations.

The new breakfast corner features an array of delicious and healthy choices. The bakery, sushi and Delica sections and ARENA Food Court also highlight an assortment of nutritious and delectable delicacies, among others, sushi, pastries, bread, local and international cuisines.

Annual Report 20088

MAXVALU RENOVATION

AN EXCITINGLY FRESH PASAR RAYA MAXVALU DESA PARKCITY Pasar Raya MaxValu Desa ParkCity also underwent refurbishments beginning 16 September 2008. The renovation works were carried out in stages to reduce customers’ shopping inconvenience.

With a fresh and more contemporary image, and wide aisles specifi cally designed for shoppers’ convenience, shopping will defi nitely be a breeze for shoppers. The extra shelf space and extensive variety of products will leave customers spoiled for choice.

New counters were added at the Delica section as well as an additional hot bread section at the Bakery section. The supermarket section was enhanced with a new concept where customers can enjoy a more convenient shopping at the grocery, daily & dairy, non-food, perishable, seafood and meat section. The wine and liquor section is now the health and beauty care section. A new customer service counter was also added to enhance customer service.

The supermarket section was enhanced with a new concept where customers can enjoy convenient shopping at the grocery, daily & dairy, non-food, perishable, seafood and meat sections. And the wine and liquor section is now the health and beauty care section.


SOPHISTICATED YET AFFORDABLE IN-HOUSE FASHION LABELS Whether it’s fashion for men, women or children, AEON CO. (M) BHD. has a range of private labels that cater to every Malaysian family’s fashion needs.

AGENDA, ARCADIA, CHIC AVENUE and ORANGE SORBET offer a delightful range of trendy apparel for women and girls that are suitable for all formal and casual occasions. And when it comes to attractive and stylish bags and shoes, there’s CLEEF that brings out the elegance and charm of every lady.

Fashion for the family is easier with the trendy choices of clothings from ti:zed. In addition, there are also SAM and SUAVE for the young and sophisticated men and IQ KIDS for the fun and high spirited little ones!

AEON IN-HOUSE BRAND

THE AMAZINGLY EXCITING SMART WONDER WORLDSmart Wonder World is an amusement centre that provides a different entertainment environment for children and their family. The name, Smart Wonder World incorporates the meanings of smart, fun, and exciting. Smart Wonder World is designed specially for children to develop their physical and mental strength with the blocks, drawing utilities and other special equipment. Children may also have fun and exciting moments venturing the adventure tower, the ball pool and also to enjoy the vast variety of game machines available both sourced locally and imported from Japan, while meeting new friends. New range of attractive prizes are available every month.

In 2008, AEON successfully opened its 13th Smart Wonder World outlet at AEON Seberang Prai City in August, 14th outlet at AEON AU2 Setiawangsa Shopping Centre and 15th outlet at AEON Bukit Indah Shopping Centre in December.

QUALITY LIVING AND AFFORDABILITY WITH

In line with the customers’ ever changing demands and expectations, AEON has developed an exclusive range of products to cater to their needs. With quality and value as its main priority in developing these products, AEON aims to bring the very best in its products to consumers.

From food, non-food items to home living, AEON takes pride in using the best quality, sourced from around the world to create the most innovative products just for Malaysian families.

Annual Report 200810

TREE PLANTING CEREMONIES

AEON SEBERANG PRAI CITY SHOPPING CENTREA Tree Planting Ceremony was held on 26 July 2008 in conjunction with the opening of AEON Seberang Prai City Shopping Centre in Bandar Perda, Bukit Mertajam, Penang. The memorable event was offi ciated by the then Deputy Minister of Housing and Local Government, Y.B. Dato’ Hamzah bin Zainudin. The event saw about 700 volunteers comprising AEON’s staff, nearby residents, students, tenants, suppliers and local authority who altogether planted 3,500 saplings.

A special book presentation also took place, where four (4) schools – Sekolah Jenis Kebangsaan (C) Keow Kuang, Sekolah Menengah Kebangsaan Bandar Baru Perda, Sekolah Kebangsaan Bandar Baru Perda and Sekolah Jenis Kebangsaan (T) Bukit Mertajam each received RM2,000 worth of educational books.

Tree planting ceremonies were held to signify the relationship between AEON and the community through AEON’s Corporate Social Responsibility positive community-focused initiatives.

AEON AU2 SETIAWANGSA SHOPPING CENTREOn 15 November 2008, about 700 volunteers comprising AEON’s staff, nearby residents, students, tenants and local authority took part in the tree planting ceremony in conjunction with the opening of AEON AU2 Setiawangsa Shopping Centre. Guest of Honour, Director General of Dewan Bandaraya Kuala Lumpur, Y.Bhg. Datuk Hj. Salleh b. Yusup was among the 700 volunteers to plant 4,617 saplings. The tree planting ceremony signifi es the relationship between AEON and folks in Setiawangsa and AEON’s corporate social responsibility through positive community-focused initiatives.

In addition, fi ve (5) schools - Sekolah Kebangsaan Setiawangsa, Sekolah Menengah Kebangsaan Seri Keramat, Sekolah Rendah Kebangsaan (Tamil) Taman Melawati, Sekolah Menengah Kebangsaan Lembah Keramat and Sekolah Kebangsaan (2) Taman Keramat each received RM2,000 worth of educational books.

AEON GIVES BACK TO MOTHER NATURE


AEON BUKIT INDAH SHOPPING CENTREWith the opening of another shopping paradise down south in Johor – AEON Bukit Indah Shopping Centre, another traditional tree planting ceremony took place on 6 December 2008. The event was offi ciated by the Chief Minister of Johor, Y.A.B. Dato’ Haji Abdul Ghani bin Othman. About 600 volunteers gathered at the parking area of the shopping centre to take part in this memorable event. A total of 3,032 saplings of 5 species of trees were planted by AEON’s staff, local authority, students, tenants, children from orphanages and guests. The tree planting effort is not just part of AEON’s commitment to saving the environment for future generations, but also helps to build the relationship between AEON’s staff, the local community and the authorities.

Furthermore, a special donation presentation to schools and organisation also took place. Sekolah Menengah Dato’ Usman Awang, Sekolah Menengah Kebangsaan Seri Perling 1, Sekolah Menengah Kebangsaan Taman Bukit Indah and Pusat Kebajikan Klvari each received a computer worth RM1,700.


24TH ANNIVERSARY TREE PLANTING CEREMONY AT PAYA INDAH WETLANDSIn conjunction with AEON’s 24th Anniversary Celebration, a special tree planting Ceremony was held to commemorate the event. Corporate Advisor of ÆON Co., Ltd., Japan, Mr. Toshiji Tokiwa offi ciated the event by planting the fi rst sapling, followed by the volunteers comprising AEON’s staff, students and volunteers from Japan. A total of 308 volunteers participated in the event that took place at Paya Indah Wetlands, Dengkil, Selangor on 25 October 2008. About 2,400 saplings of 20 types of trees were planted at three (3) different zones within the Malaysia-Japan Friendship Forest AEON Woodland.

About 2,400 saplings of 20 types of trees were planted at three (3) different zones of Paya Indah Wetlands, which is also known as Japan Friendship Forest AEON Woodland.

2004 2008On 15 September 2004, AEON CO. (M) BHD. held a special tree planting ceremony at Paya Indah Wetlands in Dengkil, Selangor to commemorate AEON’s 20 years in Malaysia. The volunteers included AEON staff, invited customers, business associates and 1000 volunteers from Japan.

This event was sponsored by the AEON Environment Foundation of Japan, which has sponsored the planting of over 5 million trees around the world.

Representatives of the Foundation have paid regular visits to the site, deemed as the Malaysia-Japan Friendship Forest, at AEON Woodland. It is now a beautiful tract of thriving greenery.

AEON WOODLAND PROGRESS20th Anniversary 24th Anniversary

more area, more trees


“WITH ALL OUR HEARTS” MALAYSIAN JUSCO FOUNDATION

AMBULANCE FUNDRAISING CAMPAIGNA three-month long fundraising campaign was held at all AEON shopping centres and JUSCO stores to purchase an ambulance for the Malaysian Red Crescent Society (MRCS). The campaign took place from 15 December 2007 until 15 March 2008. Special carnivals were held at AEON Bukit Tinggi Shopping Centre, AEON Seremban 2 Shopping Centre, Kinta City Shopping Centre and AEON Tebrau City Shopping Centre to promote the campaign. In conjunction with the fundraising campaign, special mini coin boxes were placed at all AEON shopping centres and JUSCO stores, where customers can do their bit by donating their small change in support of the campaign.

SAVE THE ENVIRONMENT WITH “WAOH” MALAYSIAN JUSCO FOUNDATIONThe Save The Environment with “WAOH” Malaysian JUSCO Foundation campaign was launched on 16 August 2008. And in conjunction with the campaign, 10,000 limited edition “WAOH” Malaysian JUSCO Foundation Reusable Shopping Bag were available for sales at all JUSCO stores and Pasar Raya MaxValu.

The event was graced by the ambassador of “WAOH” Malaysian JUSCO Foundation, Dato’ Siti Nurhaliza and attended by guests from two (2) charity homes – Rumahku from Klang and Pertubuhan Rumah Anak Yatim / Miskin Daerah Kuala Langat (Rumah Penyayang Bestari).

And with the limited edition reusable shopping bags, shoppers will not only help conserve the environment but also do their bit for charity as the proceeds from the bag sales will be directed to the “WAOH” Malaysian JUSCO Foundation.

WAOH CHARITY GALA DINNER 2008On 20 August 2008, the annual charity gala dinner held at the Grand Ballroom of Sunway Lagoon Resort Hotel was graced by Yang Berhormat Tuan Jelaing Anak Mersat. Guests were entertained by the ambassador of “With All Our Hearts” (WAOH) Malaysian JUSCO Foundation, Dato’ Siti Nurhaliza, Malaysian Idol, Jaclyn Victor and comedian Kam Po Po.

RAYA OPEN HOUSE 2008A special Raya Open House was also held on 20 October 2008 at Seri Melayu Restaurant, Kuala Lumpur. About 100 children of all races from Pertubuhan Rumah Amal Cahaya Tengku Ampuan Rahimah, Rumah Kanak-Kanak Tengku Budriah, Compassion Home for Children and Pure Life Society were invited to the special Hari Raya Celebration. Each children received ‘Duit Raya’ and stationery set.

CARING FOR THE SOCIETY


CORPORATE SOCIAL RESPONSIBILITYR

Eco Roadshows were held to create awareness, and to educate the public on the importance of saving the environment for future generations. Members of the public were also reminded of their actions and how their daily activities can affect the environment.

1. AEON GOES GREEN ECO ROADSHOWS AT AEON SHOPPING CENTRESIn line with AEON CO. (M) BHD.’s pledge to conserve the environment, numerous eco programmes were held at AEON Bukit Tinggi, Kinta City and Alpha Angle shopping centres. Activities were held to create awareness and educate the public on the importance of saving the environment for future generations. Members of the public were also given pointers on how to adopt the eco-friendly methods into their daily routine. The event was launched by Y. Bhg. Datuk Suboh bin Mohd Yassin, Secretary General of Ministry of Natural Resources and Environment on 18 July 2008 at Alpha Angle Shopping Centre.

In conjunction with the “Say NO to Plastic Bags” campaign and to encourage shoppers to reduce or stop using plastic bags, a line up of JUSCO Reusable Shopping Bag was also introduced to the shoppers at the event.

“LET’S CLEAN UP MOTHER NATURE”Furthermore, recycling bins were placed at numerous AEON shopping centres and JUSCO stores nationwide to promote the recycling habits among local community. Shoppers were encouraged to bring along recyclable waste made of paper, plastic, glass, steel and aluminium to the Community Recycling Centres at Taman Maluri, Taman Equine, Seremban 2, Melaka, Taman Universiti and Bukit Raja shopping centres.

A special “Gotong-royong” clean up campaign also took place at various public and recreational areas, schools, orphanages and surrounding area of all AEON shopping centres and JUSCO stores. Tree planting ceremonies were also held along with the opening of each new store.

A ENVIRONMENTAL-FRIENDLY WORKING ENVIRONMENTIn addition, staff at the Head Offi ce were also encouraged to adopt energy-saving habits such as switching off the lights and offi ce equipments when not in use. These practices not only help create an environmental-friendly working environment, but also managed to reduce electricity charges.


2. AEON CARES FOR THE COMMUNITYSELFLESS ACTS OF CHARITYFundraising campaigns were organised at all AEON outlets after the disastrous earthquake in China and typhoon Nargis in Myanmar that took place in May 2008. About RM60,000 were raised for the survivors of typhoon Nargis in Myanmar and another RM66,000 for the survivors of the China Earthquake.

A pre-Ramadhan Mega Blood Donation Drive also took place in response to the National Blood Bank’s urgent plea for blood donations. Members of the public were encouraged to do their bit for charity as the amount of blood supply at the National Blood Bank was slowly dwindling. A total of 3,100 pints of blood were collected during the 3-day event on 29-31 August 2008 at 14 AEON shopping centres. The event was offi ciated by Y.A.B Tun Dr. Mahathir Mohamed, the former Prime Minister on 29 August 2008 at AEON Bukit Tinggi Shopping Centre.

An eventful Car Wash for Charity also took place on 18 October 2008. The occasion was held at 15 AEON shopping centres nationwide and saw AEON’s staff getting wet and dirty, all in the name of charity. About 875 cars were washed and a total of RM8,868 was collected for “WAOH” Malaysian JUSCO Foundation. This event takes place once every three months.

AEON also collaborated with government agencies to give small and medium enterprises (SMEs) the opportunity to gain marketing experience and promote local brands. Other than roadshows to help promote their products, these entrepreneurs were also given business opportunities in AEON shopping centres, one of the highlights being the Bazaar Seni in AEON Seberang Prai City Shopping Centre and the Local Bazaar at AEON AU2 Setiawangsa Shopping Centre.

3. SUCCESS IN THE WORKPLACEAEON CODE OF CONDUCT The AEON Code of Conduct was introduced as a guideline to all AEON’s staff to constantly strive for the best for our customers and distinguish itself from the competition and earn customer loyalty.

With appreciation to the customers’ trust in AEON, AEON’s staff should always take another step forward to improve the customers’ lifestyles and always be there to serve the needs of our future customers with integrity and honesty at all times.

TASKA ASAHI, BANDAR PUCHONG JAYAAEON’s staff who are also working parents can now work with peace of mind with the launch of AEON’s childcare centre, the Taman Asuhan Kanak-Kanak Asahi (TAKA) in Bandar Puchong Jaya. The event was offi ciated by the then Minister of Women, Family and Community Development, Y.B. Dato’ Dr. Ng Yen Yen on 28 August 2008.

This childcare centre has four (4) rooms complete with facilities for children’s learning development and operates from 7.30am to 11.30pm daily.


4. “HELP US SERVE YOU BETTER”AEON CARELINEOn 3 July 2008, AEON CO. (M) BHD. signed a memorandum of understanding with Telekom Malaysia and launched the AEON Careline. Customers can offer their feedback, comments or make suggestions through the 1-300-80-3535 hotline. Plus, customers can also use the hotline for updates on events and promotions and enquiries. AEON looks forward to serve its customers better with the launch of this careline.

HYGIENE OLYMPIC 2008The second Hygiene Olympic took place on 13 August 2008 at AEON Bukit Tinggi Shopping Centre. The event was organised by AEON’s Food Safety Management department and offi ciated by the Chairman of AEON CO. (M) BHD. Yang Berbahagia Dato’ Abdullah bin Mohd Yusof.

The Personality Hygiene winner, Tuan Mohd Adzar bin Tuan Kob of JUSCO Taman Equine won a trip to Japan, RM500 cash prize and a trophy. And once again, JUSCO Melaka won the Best Store and Best Department awards.

AEON GRANTED PRESTIGIOUS FOOD SAFETY CERTIFICATIONJUSCO Taman Maluri, JUSCO Taman Equine, JUSCO Melaka, JUSCO Queensbay, JUSCO Bukit Tinggi, JUSCO Permas Jaya, JUSCO Bandar Sunway and AEON Central Kitchen in Kepong were granted the Hazard Analysis and Critical Control Point (HACCP) / MS 1480:2007 certifi cation, an international certifi cation granted by SGS (Malaysia).

AEON CO. (M) BHD. is the fi rst retailer in Malaysia granted this prestigious food safety certifi cation.

This certifi cation will defi nitely help build customer confi dence as it refl ects our ‘Customer First’ philosophy. Plus, customers can defi nitely see our commitment towards becoming the ‘best in food’ – a mission echoed by our innovative hygiene practices that ensures we retain our lead in a highly competitive market.

IPD-OUM AWARD CEREMONY 2008About 65 AEON’s staff received their certifi cates and diplomas at the Institute of Professional Development Open University Malaysia (IPD-OUM) Award Ceremony on 9 November 2008 at the Putra World Trade Centre (PWTC). The awards were presented by Pro-Chancellor of OUM, Tan Sri Dato’ Azman Hashim and President/Vice Chancellor of OUM, Professor Tan Sri Datuk Dr. Anuwar Ali.

Three (3) AEON’s staff received the Director’s Award. Furthermore, AEON CO. (M) BHD. also received the OUM Special Award for its constant efforts in upgrading AEON’s staffs’ intellectual standards and competency.


Plus, it is also to upgrade the skills and knowledge of AEON’s staff, skill enhancement training such as AEON Business School (ABS) for Store Manager, Shopping Centre Manager, Merchandiser and Blue Waves. In addition, there were also Hazard Analysis and Critical Control Point (HACCP) and Perishable trainings. Furthermore, new sales staff members also have undergone a 3-month stint Sales Assistant training programme to provide them with the basic retail and customer service exellence knowledge.

HUMAN RESOURCE MANAGEMENT

EDUCATION – AEON PEOPLE ARE “IRREPLACEABLE ASSETS”!In 2008, the education of AEON’s staff remains one of the main focuses of AEON.

A total of 5.76 million ringgit was invested in 2008 for the development of AEON people.

AEON and OUM are synonym in one way or another as from time to time; many AEON people managed to produce team members to acquire paper qualifi cations, through a collaboration programme with IPD-OUM.

On 9 November 2008, 65 AEON people received the Executive Diploma in various fi elds. Besides Best Student Awards, AEON also received an OUM Special Award as recognition towards our efforts in human capital development, and continually upgrade the intellectual level in AEON.

Management/Retail Trainee (MT/RT) Programme, New Leader’s Development Programme (NLDP) and Japan Trainee Programme are development programmes that prepare AEON’s pool of human resources to conmmensurate AEON’s rapid expansion plan. MT/RT will undergo a 10-month stint on job and off job trainings in basic retail practice, while NLDP participants will be exposed to a leadership and managerial skills and more advanced retail knowledge in yet another 10-month programme.

Besides the Japan Trainee Programme, year 2008 marked the beginning of the Deputy Store Manager Challenge Course, where 11 selected managers had undergone a 6-month stint training programme in Japan, to prepare them as future leaders of AEON.


AN INTRODUCTION TO ÆON

AEON CO. (M) BHD. is a leading retailer in Malaysia with a total revenue of RM3.43 billion in the fi nancial year under review. The Company was incorporated on 15 September 1984. AEON CO. (M) BHD. (AEON) was set up in response to the Malaysian Government’s invitation to ÆON Japan to help modernise the retailing industry in Malaysia. The ‘JUSCO’ name today is well established among Malaysians as well as foreigners, especially due to its association with the international ÆON group of companies. AEON has established itself as a leading chain of General Merchandise Stores. AEON’s constant interior refurbishment of stores to project an image designed to satisfy the ever changing needs and desires of consumers is clear evidence of this. The Company’s performance has been further enhanced by the management’s acute understanding of target market needs and the provision of an optimal product-mix. AEON’s stores are mostly situated in suburban residential areas, catering to Malaysia’s vast middle income group.

The ÆON group of companies consists of ÆON Co., Ltd., and more than 150 consolidated subsidiaries and affi liated companies. In addition to its core General Merchandise Stores (GMS) plus its supermarket and convenience store operations, ÆON is also active in specialty store operations and shopping centre development, operations, credit card business and services. The ÆON group of companies is an integrated Japanese retailer and is active not only in Japan but also throughout Southeast Asia, China and North America. At all times, in every market, ÆON’s activities are guided by its unchanging ‘Customer First’ philosophy. Its aim is to surpass expectations by combining excellent products with unique personal services that enhance the shopping experience to make customers smile every time they shop.

OUR PRINCIPLEThe fundamental principle of ÆON is its “Customer Centred Approach”. AEON’s mission is and always will be to contribute to the customers.

ÆON’s most basic and abiding principles are the pursuit of peace, respect for humanity and contribution to local communities through customer-centred initiatives. Under these principles, we are determined to achieve global management standards while being the best serving retailer in the local community.

OUR STRATEGYÆON follows two strategies for continuous growth: Organic Growth and Company Tie-ups. Its core business of shopping centre operations includes General Merchandise Stores and Supermarkets. ÆON builds complementary operations such as specialty stores and shopping centre development and services, and works to create synergies among these diverse businesses.

OUR GOALÆON’s goal is to operate as an “international-scale retailing group”, recognised for excellence not only in Japan, but also in other nations. The international recognition we are working to achieve is not one which can be measured merely in quantifi able terms of size, growth and profi tability. We hope to be competitive at the global level in intangible aspects such as customer satisfaction and corporate citizenship. We are dedicated to the idea of “quality management” to further enhance our capabilities.

ÆON Basic Principles:

Community

Peace

People

The Customer

Peace : ÆON is a corporate group whose operations are dedicated to the pursuit of peace through prosperity.

People : ÆON is a corporate group that respects human dignity and values personal relationships.

Community : ÆON is a corporate group rooted in local community life and dedicated to make a continuing contribution to the community.


CORPORATE INFORMATION AND DIRECTORY

BOARD OF DIRECTORS• Dato’ Abdullah bin Mohd Yusof (Chairman)

• Mr. Tsutomu Kajita

• Mr. Nagahisa Oyama

• Datuk Ramli bin Ibrahim

• Brig Jen (B) Dato’ Mohamed Idris bin Saman

• Datuk Zawawi bin Mahmuddin

• Dato’ Chew Kong Seng

• Mr. Naruhito Kuroda

SECRETARIES• Tai Yit Chan (MAICSA 7009143)

• Wong Lai Kuan (MAICSA 7032123)

REGISTERED OFFICE AND HEAD OFFICE3rd Floor, Jusco Taman Maluri Shopping Centre,

Jalan Jejaka, Taman Maluri,

Cheras, 55100 Kuala Lumpur.

Tel: 03-9207 2005

Fax: 03-9207 2006/2007

AUDITORSKPMG Desa Megat & Co. (AF0759)

Chartered Accountants,

Level 10, KPMG Tower,

8, First Avenue,

Bandar Utama,

47800 Petaling Jaya.

REGISTRARSTenaga Koperat Sdn. Bhd. (118401-V)

Level 17, The Gardens North Tower

Mid Valley City, Lingkaran Syed Putra

59200 Kuala Lumpur, Malaysia

Tel: 03-2264 3883Fax: 03-2282 1886

DATE OF INCORPORATION15 September 1984

STOCK EXCHANGE LISTINGThe Company is a public listed company, incorporated and

domiciled in Malaysia and listed on the Main Board of the

Bursa Malaysia Securities Berhad.

HOMEPAGEhttp://www.jusco.com.my

PRINCIPAL BANKERS• Bank of Tokyo-Mitsubishi UFJ (Malaysia) Berhad (302316-U)

• Malayan Banking Berhad (3813-K)

• CIMB Bank Berhad (13491-P) (formerly known as Bumiputra

Commerce Bank Berhad)

CORPORATE CALENDAR

Notice of Annual General Meeting5 May 2008

Notice of Extraordinary General Meeting 12 May 2008

Annual General Meeting 26 May 2008

Extraordinary General Meeting 26 May 2008

Payment of Dividend Book Closure – 6 June 2008

Payment – 26 June 2008

Quarterly Results 1st Quarter Announcement – 27 May 2008

2nd Quarter – 15 August 2008

3rd Quarter – 12 November 2008

4th Quarter – 20 February 2009

Bonus Issue Listing Date 25 June 2008


Stock Code: 6599 Stock Name: AEON2008

High (RM)Low (RM)Volume (‘000)

REVENUE

PROFIT ATTRIBUTABLE TO EQUITY HOLDERS

SHARE PRICE

140

120

100

80

60

40

20

0

RM million

Feb’ 05 Feb’ 06 Dec’ 06 Dec’ 07 Dec’ 08(10 months)

64.273.2

103.2 105.1

120.6

RM million

3,500

3,000

2,500

2,000

1,500

1,000

500

0

1,784.6

1,962.4 1,941.4

2,886.2

3,433.0

(10 months)

Financial Year Feb’ 05 Feb’ 06 Dec’ 06 Dec’ 07 Dec’ 08

Financial Year

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 10.80 9.90 9.50 9.65 11.80 10.50 4.10 4.00 4.26 4.28 4.20 4.20 9.70 9.30 9.15 9.25 9.20 4.04 3.74 3.78 3.80 3.90 3.80 3.62 1,861.3 127.8 573.1 312.3 1,578.8 1,324.8 910.0 2,453.6 1,261.9 1,392.1 10,224.1 7,608.6


31/12/08 31/12/07 31/12/06 28/2/06 28/2/05 (10 months) RM’000 RM’000 RM’000 RM’000 RM’000INCOME STATEMENT

Revenue 3,433,049 2,886,220 1,941,431 1,962,445 1,784,564

Retailing 3,124,186 2,640,341 1,763,283 1,807,753 1,648,475

Property Management Services 308,863 245,879 178,148 154,692 136,089

Profi t before tax 176,349 159,006 140,741 112,198 99,010

Profi t after tax 120,604 105,176 103,246 73,204 64,247

Net dividend 31,590 29,098 20,498 18,954 15,163

BALANCE SHEET

Assets

Property, plant and equipment 1,372,453 1,069,027 942,252 845,248 628,950

Prepaid lease payments 185,715 126,365 127,269 126,008 127,385

Investments 1,075 1,075 1,075 1,075 175

Current assets 532,895 526,007 367,777 239,161 258,336

Total assets 2,092,138 1,722,474 1,438,373 1,211,492 1,014,846

Equity

Share capital 351,000 175,500 175,500 175,500 175,500

Revaluation reserve 32,183 32,700 33,217 33,648 34,165

Share Premium - 20,609 20,609 20,609 20,609

Retained earnings 499,072 562,012 476,817 392,094 333,536

Total equity attributable to 882,255 790,821 706,143 621,851 563,810 equity holders of the Company

Liabilities

Deferred tax liabilities 37,138 23,829 29,113 29,281 24,429

Current liabilities 1,172,745 907,824 703,117 560,360 426,607

Total equity and liabilities 2,092,138 1,722,474 1,438,373 1,211,492 1,014,846

STATISTICS

Net earnings per share (sen) 34.4 *30.0 *29.4 *20.9 *18.3

Gross dividend per share (%) 12 **21 16 15 12

Net assets per share (RM) 2.51 4.51 4.02 3.54 3.21

* Earnings per share has been calculated based on the number of ordinary shares of 351,000,000. Comparative earnings per share information has been restated after adjusting for the bonus issue undertaken by the Company.

** Gross dividend per share is inclusive of the 4% special tax exempt dividend.

FIVE YEARS FINANCIAL HIGHLIGHTS

Total assets 2,092,138 1,722,474 1,438,373 1,211,492 1,014,846

Total equity and liabilities 2,092,138 1,722,474 1,438,373 1,211,492 1,014,846


DIRECTORS’ PROFILES

Dato’ Abdullah bin Mohd Yusof was appointed the Chairman of AEON CO. (M) BHD. on 26 October 1984. He holds a Bachelor of Law (Honours) from University of Singapore, which he obtained in 1968. He has more than forty (40) years of experience as an Advocate & Solicitor. He started his career with Skrine & Co., as a Legal Assistant in 1968 before starting his own partnership under the name of Tunku Zuhri Manan & Abdullah, Advocates & Solicitors in 1969 and subsequently renamed the law firm to Abdullah & Zainuddin, Advocates and Solicitors. He sits on the Board of Directors of MMC Corporation Berhad, Zelan Berhad, Tradewinds Corporation Berhad and AEON Credit Service (M) Berhad, all of which are companies listed on Bursa Malaysia Securities Berhad. He also sits on the Board of Directors of THR Hotel (Selangor) Bhd and several private limited companies. He is a member of the Remuneration & Nomination Committee of the Board. Dato’ Abdullah bin Mohd Yusof has attended all the four (4) Board meetings held in the financial year. He holds 536,000 ordinary shares directly and 1,250,800 ordinary shares indirectly in the Company.

Dato’ Abdullah bin Mohd Yusof (70)(Malaysian) Non-Independent Non-Executive Chairman

Mr. Tsutomu Kajita (55)(Japanese)Non-Independent Non-Executive Vice Chairman

Note: Save as disclosed in this annual report, all the Directors mentioned on pages 22 to 24 have no confl icts of interest with AEON CO. (M) BHD. or any family relationship with any Director and/or substantial shareholder nor have they any convictions for offences within the past 10 years, except for traffi c summons, if any.

Mr. Tsutomu Kajita was appointed Non-Executive Director of AEON CO. (M) BHD. on 16 May 2007 and appointed as Non-Executive Vice Chairman on 14 August 2007. He holds an MBA from Babson College, Massachusetts, USA. He joined Mitsubishi Corp., Japan, as an Assistant Manager in the Exporting Power System Group in 1979, and in 1985 as Manager, Power System Development. In 1989, he joined Diamond Energy Inc. Los Angeles, USA, a subsidiary of Mitsubishi Corp., as Vice President and in 1993 he was transferred to be Assistant General Manager of Power & Traffi c Project Development. In 2000, he became Executive Vice President & Treasurer of Diamond Generation Corporation and joined Ripplewood Holdings, L.L.C., New York in 2002 as Senior Advisor. Mr. Tsutomu Kajita joined ÆON Co., Ltd., Japan as General Manager, Mergers & Acquisitions of International Operation Division in 2005 and was the Senior Vice President and now a Director of International Operations of ÆON Co., Ltd., Japan. He is the Chairman and Representative Director of Warner Mycal Corporation, President of AEON (USA), Inc. and sits on the Board of nine (9) ÆON Companies worldwide. Mr. Tsutomu Kajita is also the Chairman of the Nomination and Remuneration Committee of the Board. Mr Tsutomu Kajita has attended three (3) out of four (4) Board meetings held in the fi nancial year. He does not hold any shares in the Company.


Mr. Nagahisa Oyama (54)(Japanese)Managing Director

Datuk Ramli bin Ibrahim was appointed Non-Executive Director of AEON CO. (M) BHD. on 20 August 1996. He is a member of the Malaysian Institute of Accountants and a Fellow of the Australian Institute of Chartered Accountants. He was attached to KPMG Peat Marwick (now known as KPMG) in Australia, United Kingdom and Malaysia from 1959 to 1995. He was appointed a Partner of KPMG Malaysia in 1971. In 1989, he was made the fi rst bumiputera Senior Partner of KPMG Malaysia. He also served on the Boards of KPMG International and KPMG Asia Pacifi c from 1990 to 1995. He retired from KPMG Malaysia in 1995. From December 1995 to December 2000, he served as the Executive Chairman of Kuala Lumpur Options & Financial Futures Exchange Berhad. Currently, he sits on the Board of Directors of Ranhill Berhad, Measat Global Berhad, BCT Technology Berhad,AEON Credit Service (M) Berhad and several other unlisted public and private limited companies including HSBC Bank Malaysia Berhad and Yayasan Tuanku Syed Sirajuddin. He is a member of the Audit and Remuneration Committees of the Board. Datuk Ramli bin Ibrahim has attended all the four (4) Board meetings held in the fi nancial year. He holds 560,000 ordinary shares indirectly in the Company.

Datuk Ramli bin Ibrahim (68)(Malaysian) Non-Independent Non-Executive Director

Brig Jen (B) Dato’ Mohamed Idris bin Saman was appointed Non-Executive Director of AEON CO. (M) BHD. on 16 June 2000. He holds a Post Graduate Diploma in Management Studies from the Slough College, United Kingdom which he obtained in 1980. He was a graduate of the Air Command & Staff College, Maxwell, USA and the Armed Forces Defence College, Kuala Lumpur. He joined the Royal Malaysian Air Force as a Pilot Officer and served for thirty-five (35) years, in various executive positions within its Logistic Branch. He retired from the Royal Malaysian Air Force in 2000 as the Assistant Chief of the Air Force (Material). He is a Director of Affin Fund Management Bhd. He is a Fellow of the Malaysian Institute of Logistics. Brig Jen (B) Dato’ Mohamed Idris bin Saman is a member of the Audit and Nomination Committees of the Board. Brig Jen (B) Dato’ Mohamed Idris bin Saman has attended all the four (4) Board meetings held in the fi nancial year. He does not hold any shares in the Company.

Brig Jen (B) Dato’ Mohamed Idris bin Saman (64) (Malaysian) Independent Non-Executive Director

Mr. Nagahisa Oyama was appointed the Managing Director of AEON CO. (M) BHD. on 22 June 2005. He holds a Bachelor’s Degree in Business Management from Kinki University, Japan, which he obtained in 1977. He joined ÆONCo., Ltd., in 1977 as a Management Trainee and was promoted to be Softline Merchandiser in 1980. He was seconded to Siam JUSCO, Thailand to set up the GMS Merchandising Division. Following his appointment at Siam JUSCO, Thailand from 1989 to 1991, he was promoted to General Manager of Tonami Regional Shopping Centre in 1991. Mr. Nagahisa Oyama was next appointed as the General Manager of Kaga Regional Shopping Centre in 1996. He served as General Manager of Higashi Mikawa and Shizuoka Prefecture, Japan, where he was in charge of the overall planning, opening and operations of three (3) new Regional Shopping Centres and the operations of seven (7) existing Regional Shopping Centres in the Shizuoka Prefecture. Mr. Nagahisa Oyama has attended all the four (4) Board meetings held in the fi nancial year. He holds 14,000 ordinary shares directly in the Company.


Datuk Zawawi bin Mahmuddin (63)(Malaysian)Independent Non-Executive Director

Datuk Zawawi bin Mahmuddinwas appointed Non-Executive Director of AEON CO. (M) BHD. on 23 July 2001. He holds a Bachelor of Arts (Honours) Degree from the University of Malaya, which he obtained in 1968. Datuk Zawawi joined the Administrative and Diplomatic Service and began his career as an Administrative Offi cer in the Ministry of Transport in 1968. From 1970 to 1975 he served as private secretary to the Deputy Prime Minister and thereafter held various positions in the Cabinet Secretariat of the Prime Minister’s Department from 1975 to 1990. His subsequent appointments were as follows:- Federal Secretary in Sarawak (1990 – 1992), Deputy Secretary General 1, Ministry of Home Affairs (1992 – 1994), Secretary General, Ministry of Information (1994 – 2000). Datuk Zawawi was formerly on the Board of Syarikat Explosive Malaysia Sdn. Bhd. (SME), National Film Development Corporation (FINAS), Governing Council, Bernama and Sukom Ninety Eight Bhd. Besides being Chairman of Northport Distripark Sdn. Bhd., he also sits on the Board of a few private limited companies. He is also a member of the Nomination Committee of the Board. Datuk Zawawi bin Mahmuddin has attended all the four (4) Board meetings held in the fi nancial year. He does not hold any shares in the Company.

Dato’ Chew Kong Seng was appointed Non-Executive Director of AEON CO. (M) BHD. on 23 July 2001. He is a Fellow of Institute of Chartered Accountants in England and Wales, a Member of the Malaysian Institute of Accountants and the Malaysian Institute of Certifi ed Public Accountants. He was a tax offi cer in the Inland Revenue Department in the United Kingdom and then joined Stoy Hayward & Co. in the United Kingdom from 1964 to 1970. He returned to Malaysia and joined Turquand Young & Co. (now known as Ernst & Young) and was subsequently transferred to Sarawak offi ce as Manager in-charge and later as Partner in-charge. He was appointed as the Managing Partner of Ernst & Young from 1990 to 1996. Currently, Dato’ Chew Kong Seng is a Director and Audit Committee Chairman of Petronas Dagang Berhad, PBA Holdings Berhad and Bank of America Malaysia Berhad, as well as a Director and a member of the Audit Committee of Petronas Gas Berhad, GuocoLand (Malaysia) Berhad, and Encorp Berhad. He is also a Director of Industrial Concrete Products Berhad, Great Wall Plastic Industries Berhad and several private limited companies. Dato’ Chew Kong Seng is the Chairman of the Audit Committee and a member of the Nomination Committee of the Board. Dato’ Chew Kong Seng has attended all the four (4) Board meetings held in the fi nancial year. He does not hold any shares in the Company.

Mr. Naruhito Kuroda (46)(Japanese) Non-IndependentNon-Executive Director

Dato’ Chew Kong Seng (71)(Malaysian)Independent Non-Executive Director

Mr. Naruhito Kuroda was appointed Non-Executive Director of AEON CO. (M) BHD. on 16 May 2007. He holds a Bachelor’s Degree in English Literature from Kansai University of Foreign Studies, Japan, which he obtained in 1984. He joined ÆON Co., Ltd., in 1984 and was transferred to AEON Credit Japan and subsequently seconded to AEON Credit Service (Asia) Co., Ltd. Hong Kong, as a Senior Manager. In 1995 he was appointed a director of AEON Thana Sinsap (Thailand) PLC and also the Deputy Managing Director of ACS Capital Corporation, which he held from 1998 to 1999. Mr. Naruhito Kuroda was appointed a Director of AEON Credit Service (ASIA) in Hong Kong in 1999 and appointed the Managing Director of AEON Credit Service (M) Berhad in 2001. He currently sits on the Board of Directors of PT AEON Credit Service Indonesia. Mr. Naruhito Kuroda has attended all the four (4) Board meetings held in the financial year. He holds 32,000 ordinary shares directly in the Company.


SENIOR MANAGEMENT

(Seated from left to right)

Mr. Tomio YokoyamaSenior General Manager Shopping Centre Development

Mr. Poh Ying Loo Senior General Manager Business Support

Mr. Nagahisa OyamaManaging Director

Mr. Mitsuru NakataSenior General Manager General Merchandise Store Business

Puan Nur Qamarina ChewSenior General Manager Neighbourhood Shopping Centre Business

(Standing from left to right)

Tuan Hj. A. Rashid Hj. AdamGeneral Manager Corporate Communication

Ms. Chong Swee YingGeneral Manager Store Operations

Puan Noryahwati Mohd. Noh General Manager Human Resource, Administration andFood Quality Management

Ms. Audrey Lim Suan ImmGeneral Manager Marketing

Lt. Col (R) Yaacob bin MahmudGeneral Manager Loss Control, Security & Safety


CHAIRMAN’S STATEMENT

On behalf of the Board of Directors, I am pleased to present to you the Annual Report and Audited Financial Statements of AEON CO. (M) BHD. (AEON) for the year ended 31 December 2008.

FINANCIAL REVIEWAlthough the year 2008 was a diffi cult and challenging year for the retail business, I am pleased to inform that AEON CO. (M) BHD’s continued to perform well to produce strong fi nancial results for the year under review.

For the year ended 31 December 2008, AEON achieved revenue of RM3.43 billion which is 18.9% higher than the revenue of RM2.89 billion from the previous year. The strong revenue growth also enabled AEON to register strong earnings with profi t before tax of RM176.3 million and profi t after tax of RM120.6 million representing 10.9% and 14.7% growth respectively over the previous year’s earnings. Earnings per share for the year under review were 34.4 sen.

During the year under review, to increase the share capital of AEON to a level which will better refl ect the Company’s current scale of operations and also to reward our valued shareholders, AEON increased its issued capital through a bonus issue exercise of one ordinary share for every ordinary share held. The whole exercise was completed by end of June 2008 and the issued share capital of AEON now stands at RM351.0 million.

AEON’s balance sheet remains healthy as at 31 December 2008 with shareholders funds of RM882.2 million, which provides net asset value per share of RM2.51.

REVIEW OF PERFORMANCEThe year 2008 had been a very eventful year for the world economy. What started out as a fi nancial crisis in the US triggered a chain of events that we now know had caused the world’s major economies to go into turmoil. This is causing a global slowdown in demand for goods and services adversely affecting those in such business.

Malaysia was not spared by the economic upheavals in the year under review. While the earlier part of 2008 saw the threat of infl ation from the rise in fuel and food prices, the later part of the year saw the country facing the prospects of a recession as the impact of the global economic crisis becomes more apparent.

Against such background which generally affects consumer behavior and sentiments. AEON had done remarkably well in its core businesses of retailing and property management services for the year under review. From the RM3.43 billion total revenue registered for the year, retail sales contributed RM3.12 billion whereas the property management services and other income contributed RM308.9 million, which respectively represented growth of 18.3% and 25.6 % over their previous year’s performances.

On its retail operations, 2008 saw the opening of three new General Merchandise Stores cum Supermarket in Penang, Kuala Lumpur and Johor Bahru. This brings the total number of General Merchandise Stores cum Supermarket that AEON operates to twenty one (21). JUSCO Bandar Sunway and JUSCO Bukit Tinggi stores which operated throughout the full fi nancial year also contributed signifi cantly to the growth for 2008. In addition, the overall performance of the other existing stores was remarkable with a same store growth of 6.6%.

For the year ended 31 December 2008, AEON achieved revenue of RM3.43 billion which is 18.9% higher than the revenue of RM2.89 billion from the previous year. The strong revenue growth also enabled AEON to register strong earnings with profi t before tax of RM176.3 million and profi t after tax of RM120.6 million representing 10.9% and 14.7% growth respectively over the previous year’s earnings. Earnings per share for the year under review were 34.4 sen.


On AEON’s property management services business, the performance remains strong in the year under review. We continued to enjoy good occupancy rate in the shopping centres that we manage. Though the growth in income for the segment was mainly from the full year operation of the AEON Bukit Tinggi Shopping Centre and the three (3) new shopping centres that opened during the year under review, the same shopping centre income growth was also good at 4.3%.

CORPORATE SOCIAL RESPONSIBILITYDespite the economic uncertainties, AEON remains steadfast in its corporate social responsibility. In the year under review, AEON continued to move forward with its corporate social activities that have become synonymous with AEON. Besides the tradition of tree planting ceremonies along with the opening of each new shopping centre, AEON’s continuous mission of “Planting Seeds of Growth to Serve Our Community” also saw the planting of 2,400 trees in Paya Indah Wetland, Dengkil in conjunction with its 24th Anniversary.

To further protect the environment and as part of its “Reduce CO2 Emission” campaign, AEON had also adopted energy saving initiatives at its stores and also introduced the “Say NO to Plastic Bags” campaign at its stores. Customers are further encouraged to shop with the JUSCO Reusable Bags, available at subsidised prices, reuse and recycle the shopping bags and to reduce use of plastic bags.

Through its charity foundation “WITH ALL OUR HEARTS” Malaysian JUSCO Foundation which AEON supports and manages, a series of charitable activities and events were carried out in the year under review and further contributions amounting to approximately RM391,629, both monetary and in-kind, were donated, especially to the young and underprivileged


such as charity homes and orphanages. These contributions also included an ambulance for the Malaysian Red Crescent Society, as well as books and computers to various schools.

FUTURE PROSPECTS AND OUTLOOKThe current economic environment presents a very challenging time for the country and the retail industry whose performance is dependent on consumers’ sentiments and spending. There are indications of consumers being more cautious of their spending habits which will have a direct impact on the retail industry. While AEON believes that its business will continue to remain resilient with its business model, the impact of a protracted economic crisis on its business cannot be discounted. We are deeply encouraged by our Government’s efforts to stimulate spending and economic growth through the fi scal stimulus packages. Through these strategies and measures, we remain optimistic that domestic consumption and consumers sentiments will continue to remain stable which will augur well for the retail industry. Nevertheless, AEON had embarked on a series of business and operational measures to mitigate the impact of any restraint in consumer spending. Efforts through rationalisation and restructuring of organizational business units, cost reduction measures, improving operational effi ciency and productivity activities are undertaken to strengthen the Company’s ability to weather through this storm and remain resilient.

In line with the government’s call to reduce prices, AEON launched a price reduction campaign across all JUSCO and MaxValu stores in November 2008 which was offi ciated by Y.B. Dato’ Shahrir Abdul Samad, the then Minister of Domestic Trade and Consumer Affairs. More than 900 items ranging from home essentials, basic necessities, milk powder, food, fashion and personal care products were retailed at average 12% cheaper. This policy will be ongoing as we continue to address our customer needs and demands.

2009 will also mark the 25th anniversary year of AEON’s establishment in Malaysia. From a humble beginning, AEON now boasts of having twenty one (21) General Merchandise Stores cum Supermarket and fi ve (5) Pasar Raya MaxValu supermarkets. This sterling performance was achieved by sheer


hard work and dedication by the management and staff, strong support from ÆON Co., Ltd., Japan and co-operation of the Government of Malaysia. In conjunction with the Anniversary, AEON plans a series of activities to celebrate the occasion involving the participation of customers, suppliers, staff, local authorities and local communities. We are confi dent that these activities besides as a way of expressing our thanks to our customers will also complement and boost our business performance.

On our development plans, while we strongly exercise caution and continue to seek opportunities under current environment, we believe that the country will overcome this economic crisis and AEON is continuing with its mid term strategy of market domination through opening of new outlets in strategic locations. To this end, AEON will be opening its second shopping centre in the historic city of Melaka before the end of the year 2009. The shopping centre, now under construction, will be leased and managed by AEON. AEON had further announced the proposed building of new neighbourhood shopping centres in Bandar Sri Permaisuri, Kuala Lumpur and Bandar Mahkota Cheras, Selangor to further increase its market share.

DIVIDENDThe Board of Directors is recommending for your approval a fi rst and fi nal dividend of 12% less 25% income tax for the year ended 31 December 2008 at the forthcoming Annual General Meeting.

ACKNOWLEDGEMENTOn behalf of the Board of Directors, I would like to take this opportunity to thank the management and staff for their efforts, commitment and hard work in taking AEON through a diffi cult and challenging year.

I also would like to express my gratitude to our valued customers, business associates, bankers, government authorities and our valued shareholders for their continuous support and confi dence in AEON.

Dato’ Abdullah bin Mohd Yusof

Chairman


REVIEW OF OPERATIONS

AEON’s business continues to remain resilient. For the year ended 31 December 2008, AEON registered a revenue turnover of RM3.43 billion which represents a growth of 18.9% over the previous year’s performance. The retail segment registered RM3.124 billion and the property management services registered RM308.9 million.

REVIEW OF OPERATIONSThe year under review was indeed a challenging year for the world economy and the country. What was originally a fi nancial turmoil that was confi ned to US due to the subprime issues had escalated into a global fi nancial crisis that caused collapse in economies worldwide. Without any clear prospects of early recovery, there are concerns that the current crisis and recession experienced worldwide will be a prolonged affair.

In Malaysia, the earlier part of 2008 saw rising food prices and fuel price hike which raised infl ation concerns but this was subsequently replaced by recession threat as our exports dropped and the reality of impact from the global economic crisis reached us.

Against such scenario, AEON’s business continues to remain resilient for the year under review. For the year ended 31 December 2008, AEON registered a revenue turnover of RM3.43 billion, which represented a growth of 18.9% over the previous year’s performance. The retail segment registered RM3.12 billion and the property management services registered RM308.9 million.

RETAIL SALESThe retail industry in the year under review remains very competitive, more so with the challenging and uncertain economic environment. New malls with new formats and themes and new hypermarkets added more variety of choices for shoppers through the shopping environment, competitive pricing and merchandise assortments. Under such environment, on an overall basis, AEON’s retailing stores have generally delivered good results in the year under review.

The retail sales of RM3.12 billion represented 18.3% of growth from the previous year’s performance. The growth was through a combination of new stores that opened during the year under review, full year contributions from stores that opened in previous year as well as the overall better performance from existing stores. Three (3) new General Merchandise Stores cum Supermarket were opened in the year under review. JUSCO Seberang Prai City, Penang, JUSCO AU2 Setiawangsa, Kuala Lumpur and JUSCO Bukit Indah, Johor Bahru were opened on 22 August, 5 December and 19 December 2008 respectively. In addition, both JUSCO Bandar Sunway and JUSCO Bukit Tinggi which operated for a full fi scal year in the year under review contributed in total 15.9% to the growth.

Despite the challenging environment, same store sales performance for the existing stores in the year under review registered a remarkable growth of 6.6%. Individually, the existing stores performance characterise by their age, competition faced and local operating factors, showed growth ranging from 22% higher to 15% lower against their previous year’s performance. JUSCO Wangsa Maju, JUSCO Mid Valley, JUSCO Queensbay, JUSCO Metro Prima, JUSCO Taman Universiti, JUSCO Melaka, JUSCO Bandar Puchong and JUSCO Ipoh recorded growth ranging from 5% to 9.5%. JUSCO Cheras Selatan and JUSCO Permas Jaya recorded growth of 13% and 14% respectively. JUSCO Taman Equine and JUSCO Tebrau City continued to benefi t from the improvement in the surrounding infrastructure and housing developments, registering growth of 19% and 22% respectively. JUSCO Taman Maluri which underwent supermarket renovation during the year recorded growth of


2% in the year under review. JUSCO Bandar Utama, despite the competition and inconvenience to customers due to the car park renovation works in its shopping centre, recorded a commendable growth of 3% for the year under review. For JUSCO Bandar Baru Klang, their lower performance by about 15% was within expectation with the opening of the AEON Bukit Tinggi Shopping Centre and a hypermarket nearby. Nevertheless JUSCO Bandar Baru Klang’s result is still considered resilient in the year under review.

As for the MaxValu stores, though their contributions are still marginal at this moment, they continue to play an important role in complementing the bigger general merchandise stores by providing convenient shopping for daily necessities to the neighbourhood communities, especially those in between the bigger stores. For the year under review, their total sales contribution amounted to approximately RM60.0 million. With the knowledge and know how from its current fi ve(5) Pasar Raya MaxValu, which operates under different sizes and operating environment, AEON will be able to further develop the MaxValu business, in particular, together with its plan for the development of neighbourhood shopping centres whereby Pasar Raya MaxValu can be the anchor tenant.

During the year, AEON continued to emphasise and focus on its competitive strength of being a one-stop destination for its customers’ needs through its merchandise assortment, competitive pricing, customer services, loyalty program and conducive shopping environment. In the highly competitive retail environment whereby customer service is of paramount important, AEON continue to emphasise job excellence and service for its customers through the annual Cashier Service and Skills Competition and its annual 5 Star Customer Service Campaign. The 5 Star Customer Service Campaign, which provides monthly awards and incentives, aims to inculcate positive attitude among staff on the importance of customer service, with special emphasis on customer service, cleanliness, staff management, sales area and facilities management. Customers are also invited to participate and submit in their constructive and innovative ideas to help improve customer service in JUSCO stores. Compliance surveillance and snapshot audit are carried out regularly to ensure that our competitiveness remains at high standards.

In an effort to further improve its services and be more sensitive to customers voices and preferences, AEON had also during the year under review launched its very own toll free customer care service line, the “AEON Careline”, reachable at 1-300-80-3535. The dedicated customer service line provides an opportunity for AEON to listen and respond quickly to customers’ queries, complaints and suggestions in line with the AEON’s principle of “Customer First”.


Another initiative under the current environment that AEON is working on is with its strategic and main business suppliers in the development of suitable merchandise, pricing and thematic promotions. AEON is also working closely with its related company AEON Credit Service (M) Berhad for joint synergistic collaboration to tap on the power of the J CARD loyalty program and JUSCO Credit Card.

Our J CARD loyalty program, continue to be a strong marketing tool for AEON as its membership grows and the J CARD members continue to enjoy the many benefi ts and privileges provided. The membership now stands at approximately 800,000 members and sales through J CARD members constituted about 60% of AEON’s monthly sales.

In 2008, AEON became the fi rst retailer in Malaysia to be granted the HACCP (Hazard Analysis and Critical Control Point) certifi cation by SGS, the international certifi cation body through its Malaysian offi ce, SGS (Malaysia) Sdn Bhd. The certifi cation allows JUSCO supermarkets of Taman Maluri, Taman Equine, Melaka, Queensbay, Bukit Tinggi, Permas Jaya, Bandar Sunway and AEON Central Kitchen’s food quality system and food safety compliance to be on par with international food safety standard. To further inculcate the importance of hygiene in its business amongst its staff, AEON also embarked on a comprehensive food safety and hygiene audit program competition to continuously raise the standard of hygiene levels in all JUSCO stores nationwide.

During the year under review, AEON had also launched a price reduction campaign on its merchandise across all JUSCO and MaxValu stores, in line with the government’s call to reduce prices especially for basic needs and commodities. The event was launched in November 2008 and was offi ciated by the then Minister of Domestic Trade and Consumers Affairs, Y.B. Dato’ Shahrir Abdul Samad. More than 900 items ranging from home essentials, basic necessities, milk powder, food, fashion and personal care products were retailed at average 12% cheaper. Special prices were also offered for selected items to J CARD members. JUSCO SELECTION, our in-house brand merchandise which is developed with superior quality and value in mind to cater to JUSCO’s customers’ needs, continue to be given strong promotional emphasis.


The coming year will also mark the 25th year since AEON was established in Malaysia and in conjunction with the anniversary, AEON is lining up a year fi lled with fabulous activities including exciting events and promotions for all its valued customers as a token of gratitude for their continuous support. The theme for the anniversary is “25th Anniversary – WE THANK YOU”.

PROPERTY MANAGEMENT SERVICESThe property management services business remains a signifi cant and integral part of the AEON’s overall business. In managing the shopping centres and its tenant mix, AEON is able to provide shoppers with a one stop conducive and convenient shopping destination that also complements its own JUSCO store’s retailing business within the shopping centres.

Just like the retail business, the year under review was equally challenging for the property management services division. Despite the economic uncertainties, competitive environment and operational challenges, for the year under review, AEON generated a total income of RM308.9 million from its property management services and other income which represented a growth of 25.6% from its previous year’s performance. The strong growth for the year under review was both due to the same shopping centre income growth of 4.3% and also the 15.1% contribution to shopping centre income from AEON Bukit Tinggi Shopping Centre that was opened in 2007 and operated throughout the full fi scal year of 2008. AEON also opened three (3) new shopping centres in 2008, namely AEON Seberang Prai City Shopping Centre, AEON AU2 Setiawangsa Shopping Centre and AEON Bukit Indah Shopping Centre on 22 August, 5 December and 19 December 2008 respectively. With these openings, AEON now manages seventeen (17) shopping centres.


During the year under review, AEON continued to employ successful and sustainable strategies to attract and increase shoppers’ traffi c to its shopping centres. This is through a provision of right tenant mix, exciting promotional activities, proper maintenance and superior customer services in terms of facilities and convenience. Close relationship with tenants are maintained through regular dialogues and feedbacks which allow development of synergistic strategies to increase shoppers traffi c. Occupancy rate remains at 95% at the end of 2008.

CORPORATE SOCIAL RESPONSIBILITYCorporate Social Responsibility remains a key corporate initiative integrated into AEON’s business operations and strategies. To persuade shoppers to reduce the use of environmental unfriendly plastic bags, AEON, in line with its “Reduce CO2 Emission Campaign” also launched the “Say NO to Plastic Bag” day in December 2008, where on the 25th of every month, customers are encouraged to recycle the plastic bags or use JUSCO’s very own reusable shopping bags, available in many attractive designs and at a highly subsidised price. AEON believes that its position as a retailer with a frontline role in reaching out to consumers enables it to create an impact and maximise awareness amongst shoppers towards making positive changes towards environment conservation.

A vital part of the AEON’s Corporate Social Responsibility program is its long term tradition of tree planting events to commemorate the opening of its new shopping centres. This activity is usually carried out together with the local community including school children to increase their awareness of the need for environmental conservation, besides fostering closer ties. To date, AEON has planted more than 350,000 trees in the areas surrounding its stores in Malaysia. For its three (3) new shopping centres of AEON Seberang Prai City, AEON AU2 Setiawangsa and AEON Bukit Indah, about 15,000 saplings were planted.

The With All Our Hearts (WAOH) Malaysian JUSCO Foundation, the charitable foundation that AEON supports and manages, continues to be active during the year under review in raising funds and doing charitable activities. A net RM422,691 in donation was raised through its annual charity gala dinner, the funds of which are used for donation to welfare homes and for the purpose of adding a second “Rumah Tunas Harapan” welfare home for the young and underprivileged. During the year, the “WAOH” Malaysian JUSCO Foundation through a fundraising campaign has also donated an ambulance to the Malaysian Red Crescent Society.


AEON also organised various community services such as attending to educational visits by school children to JUSCO stores, ‘gotong-royong’ with local residents and visits to orphanages to further foster a spirit of cooperation and understanding with the local community. Other corporate social activities carried out by AEON included blood donation campaigns and also the fundraising campaigns for the victims of China earthquake and Myammar typhoon tragedies. On its blood donation campaigns, AEON, teaming up with Pusat Darah Negara, media and non-governmental organisations embarked on a mega campaign in August 2008 called “Pre Ramadan Blood Donation” campaign across all its shopping centres to recruit volunteer blood donors among AEON’s staff and customers. The donation drive was offi cially launched by Y.A. Bhg Tun Dr Mahathir Mohamad, former Prime Minister of Malaysia on 29 August 2008 at AEON Bukit Tinggi Shopping Centre. A total of more than 3,000 bags of blood were collected during the campaign period.

HUMAN RESOURCE DEVELOPMENTWith the sizeable workforce that it employs for its business, AEON places a very strong emphasis on its human resource development program in various areas of its business to ensure that a continuous pool of competent and capable staff will be produced through the ranks as AEON expands its business. Training programs are tailored and designed for the various levels and categories of staff to improve their skill sets. New graduate trainees engaged by AEON are provided with systematic coaching and training courses under the guidance of their experienced superiors. Progress are being constantly reviewed and monitor for further career planning and development. Selected candidates are also sent for annual training stints and leadership seminars in Japan.

To sustain and promote healthy corporate culture, AEON’s Code of Conduct Commitment is also strongly and continuously emphasised to staff in morning assemblies, briefi ngs and meetings. Regular dialogues are held with staff are also encouraged and provided with proper channels and avenues to air their grievances and suggestions.

As a further part of its staff welfare program, AEON had also during the year under review established its fi rst childcare centre, Taman Asuhan Kanak-kanak ASAHI (TAKA), near JUSCO Bandar Puchong store to provide an alternative childcare option to those staff with young children and babies. To date, the centre caters to about 17 children. AEON hopes that such initiatives will lessen the burden of AEON’s staff and act to further increase their motivation and productivity.


PROSPECTS AND FUTURE OUTLOOKSeveral major economies had slipped into recession and governments worldwide, in efforts, to counter and avoid recession, had unveiled economic stimulus packages to stimulate spending and growth in their countries. Malaysia is no exception and is not immune to the global economic crisis. The adverse impact of the economic crisis has also substantially outweighed the benefi ts of the now lower fuel costs and consumer spending in the country is expected to slowdown considerably in the year ahead. Our government had taken proactive measures to ease the burden of the people through fi scal stimulus packages to prevent or soften the impact of a recession. Through these measures, it is hoped that domestic consumption and consumers sentiments will be stabilised. However, it remains uncertain as to whether consumers’ spending and sentiment will remain strong enough to weather through any protracted economic crisis should it happens. These prospects do not augur well for the retail industry and retailers generally had to be resourceful in developing measures to sustain their business and market share.

While AEON believes that its current competitive strengths and established presence will put it in a stable position to weather through the current challenging times, AEON has embarked on a series of operational and business measures to mitigate the impact of slower consumer spending and to prepare itself for any protracted economic crisis. Among others, initiatives through rationalisation and restructuring of organisation business units, developing strategic and sustainable revenue enhancement and cost reduction measures, and improving operational effi ciency and productivity through effective cost conscious culture, are being introduced. Further efforts through business process revamping and upgrading of information technology infrastructure are now ongoing to further strengthen AEON’s overall operations effi ciency and allow it to compete effectively.


Consumers’ behavioural changes in the coming years will defi ne the retail business landscape for the industry and it is crucial that their needs are closely monitored and identifi ed so that strategies to provide and serve them better can be formulated. Innovative retail concepts and merchandise that creates differentiation need to be developed to sustain market share and retain customer loyalty.

Consumers’ behavioural changes in the coming years will defi ne the retail business landscape for the industry and it is crucial that their needs are closely monitored and identifi ed so that strategies to provide and serve them better can be formulated. Innovative retail concepts and merchandise that creates differentiation need to be developed to sustain market share and retain customer loyalty. In particular, customers under the present environment will be more cost cautious and seek value and quality for their purchases and shopping experience. For its merchandise, AEON is committed to providing the best in value, quality and varieties in its merchandise to its customers at competitive and affordable pricing. In addition to the price reduction campaign, for its commodity items, AEON will also continue with its Super Savers promotion whereby a range of selected essential items are retailed at lower than the usual retail price. J CARD range of merchandise items are also currently being expanded to provide further value to the members. Another initiative under the current environment that AEON is working on is with its strategic and main business suppliers in the development of suitable merchandise, pricing and thematic promotions. AEON is also working closely with its related company AEON Credit Service (M) Berhad for joint synergistic collaboration to tap on the power of the J CARD loyalty program and JUSCO Credit Card. AEON will be celebrating its 25th anniversary in the new fi nancial year and will take the opportunity to show appreciation to its customers for their continuous support through a series of promotions and activities including special merchandise.

On its property management services, increasing shoppers’ traffi c and close collaboration with tenants are of strategic importance in ensuring that AEON’s shopping centres continued to be the favourite destinations for shopping and leisure. To this end, exciting promotions and fairs, including tie-up with tenants, continue to be planned while at the same time the shopping management works to ensure that proper amenities and services continue to be provided to shoppers. Refurbishments and maintenance programs are ongoing and AEON will also be focusing on tenant revamping and upgrading in its existing shopping centres.

AEON will also still be focusing on its mid-term strategy to develop new shopping centres in strategic locations so as to establish a dominant position in the retail industry. While focusing on this strategy, cost management remains a key priority in all the development plans, especially under the present environment. AEON continue to seek opportunities for expansion, albeit cautiously under current economic environment, through strategic collaboration with developers, investors and landowners. AEON will be opening its second outlet in the historic city of Melaka before the end of the year 2009. The shopping centre currently under construction will be leased by AEON from a third party. It will house a variety of tenant together with JUSCO’s own retail store. AEON will be further looking towards developing new shopping centre format such as neighbourhood shopping centres. In the near future, AEON, as announced, will embarked on opening two new neighbourhood shopping centres in Bandar Sri Permaisuri and Bandar Mahkota Cheras.

AEON believes that with the measures taken and leveraging on the Company’s experience and presence in the country for the past 25 years, it will be able to weather through the current challenging economic environment and continues to move forward.


The Board assumes responsibilities in corporate governance and has established various processes and committees to assist the Board in discharging of these responsibilities. Among others, the Company’s strategies and directions, shareholders and investors’ relationship, annual budget, major capital expenditure, significant financial matters, and the adequacy and integrity of internal controls including risk assessment are within the responsibilities of the Board of Directors.

The following paragraphs set out the Company’s application of the principles and best practices of the Malaysian Code on Corporate Governance.

The Board of Directors, in recognising the importance of corporate governance, is committed to ensuring that the Company’s business and operations are in line with the principles and best practices advocated in the Malaysian Code on Corporate Governance.

A) DIRECTORS

BOARD BALANCEThe Board consists of eight (8) members; comprising one (1) Non-Executive Chairman, one (1) Non-Executive Vice Chairman, one (1) Executive Director and fi ve (5) Non-Executive Directors. Of the fi ve (5) Non-Executive Directors, three (3) are Independent Directors.

Dato’ Chew Kong Seng is the Senior Independent Non-Executive Director to whom concerns on matters relating to corporate governance of the Company could be conveyed to.

The Directors bring a wide range of expertise and experience in various fi elds such as economics, public services, accounting and fi nance, legal, human resource, banking, marketing, taxation, general management, retail management and property management services. All Board members participated and deliberated on the issues and matters affecting the Company.

The profi le of each Director is presented on page 22 to page 24 of the Annual Report.

BOARD MEETINGSThe Board met four (4) times during the fi nancial year ended 31 December 2008. The details of attendance of each Director at the Board meetings held during the fi nancial year are as the table below: -

Number of meetings attended/held during the Director’s term in offi ceNo Name of Directors

1 Dato’ Abdullah bin Mohd Yusof 4/4

2 Mr. Tsutomu Kajita 3/4

3 Mr. Nagahisa Oyama 4/4

4 Datuk Ramli bin Ibrahim 4/4

5 Brig Jen (B) Dato’ Mohamed Idris bin Saman 4/4

6 Datuk Zawawi bin Mahmuddin 4/4

7 Dato’ Chew Kong Seng 4/4

8 Mr. Naruhito Kuroda 4/4

STATEMENT ON CORPORATE GOVERNANCE

BOARD RESPONSIBILITIES


SUPPLY OF INFORMATIONThe Company Secretary ensures that all Board meetings are furnished with proper agendas. Board papers and reports providing updates on fi nancial, operational and corporate developments including matters such as the Company’s corporate social responsibilities programme are circulated prior to the meetings to all Directors for them to discharge their duties effectively. The Directors have full access to the advice and services of the Company Secretary. In addition, the Directors, if necessary, may also seek professional advice, at the Company’s expense. The Directors may also consult the Chairman and other Board members prior to seeking any independent professional advice. The proceeding of meetings was properly recorded by the Company Secretary.

DIRECTORS’ TRAININGAll the Directors have attended the Directors’ Mandatory Accreditation Programme and the Continuing Education Programme organised by Bursa Malaysia Securities Berhad and are also provided with updates from time to time on relevant new laws and regulations affecting their directorship.

Directors also from time to time visited existing stores and/or new sites to have a thorough understanding of the Company’s operational matters.

BOARD COMMITTEESThe Board is assisted by its Committees, which have been established under defi ned terms of reference. The Committees are the Nomination Committee, the Remuneration Committee and the Audit Committee.

THE NOMINATION COMMITTEEThe Nomination Committee members are Mr. Tsutomu Kajita (Chairman), Dato’ Abdullah bin Mohd Yusof, Dato’ Chew Kong Seng, Brig Jen (B) Dato’ Mohamed Idris bin Saman and Datuk Zawawi bin Mahmuddin. The Committee met one (1) time in the fi nancial year under review.

The duties and responsibilities of the Committee, among others, are to recommend to the Board, candidates for directorship, directors to fi ll seats on Board Committees and to review annually the required mix of skills and experience

of the Board including the effectiveness of the Board as a whole and the contribution from each Director.

The Nomination Committee, during the year under review, has conducted the annual assessment of the Directors’ performance and contribution, the annual evaluation on the level of independence of Non-Executive Directors and reviewed the required mix of skills and experience of the Board to function competently and effi ciently as a whole.

THE REMUNERATION COMMITTEEThe Committee is made up of Non-Executive Directors whose members are Mr. Tsutomu Kajita (Chairman), Dato’ Abdullah bin Mohd Yusof and Datuk Ramli bin Ibrahim. The duties of the Committee shall be to recommend to the Board the remuneration of all Directors in all its forms. Executive Directors play no part in decision-making or determining their own remuneration.

In the fi nancial year under review the Committee met one (1) time to determine the remuneration packages of all Directors, including the Non-Executive Chairman and Non-Executive Vice Chairman. The determination of the remuneration packages is a matter for the Board as a whole to approve. Individual Director’s concerned do not participate in the discussion on his own remuneration.

THE AUDIT COMMITTEEThe Board is also assisted by the Audit Committee whose members, terms of reference and activities for the fi nancial year under review are stated on pages 42 to 44 of the Annual Report.

RE-ELECTIONIn accordance with the Company’s Articles of Association, all Directors retire every year.


B) DIRECTORS’ REMUNERATIONThe breakdown of the remuneration of the Directors during the fi nancial year under review is as follows:

1) Aggregate remuneration of the Directors categorised into appropriate components:

2) The number of Directors whose total remuneration fall within the following bands:

TotalRM

Executive DirectorsRM

Non-Executive DirectorsRM

Fees 245,000 960,000 1,205,000

Salaries 263,558 - 263,558

Benefi ts-in-kind 25,200 24,600 49,800

Other emoluments 82,080 - 82,080

615,838 984,600 1,600,438

Number of Directors

Range of Remuneration Executive Non-Executive Total

Less than RM50,000 - - -

RM50,001 to RM100,000 - 4 4

RM100,001 to RM150,000 - 1 1

RM150,001 to RM200,000 - - -

RM200,001 to RM250,000 - 1 1

RM250,001 to RM300,000 - 1 1

RM300,001 to RM350,000 - - -

RM350,001 to RM400,000 - - -

RM400,001 to RM450,000 - - -

RM450,001 to RM500,000 - - -

RM500,001 to RM550,000 - - -

RM550,001 to RM600,000 - - -

RM600,001 to RM650,000 1 - 1

1 7 8


C) SHAREHOLDERS

INVESTORS AND SHAREHOLDERS COMMUNICATIONIt has always been the Company’s practice to maintain good relationship with its shareholders. Major corporate developments and happenings in the Company have always been duly and promptly announced to all shareholders, in line with Bursa Malaysia Securities Berhad’s objectives of ensuring transparency and good corporate governance practices.

The Company’s fi nancial performance, major corporate developments and other relevant information are promptly disseminated to shareholders and investors via announcements of its quarterly performance, annual report, corporate announcements to Bursa Malaysia Securities Berhad and press conferences. Further update of the Company’s activities and operations are also disseminated to shareholders and investors through dialogue with analysts, fund managers, investors and the media.

Besides highlighting retail business promotional activities, the Company’s website www.jusco.com.my provides an update of the Company’s latest performance released to Bursa Malaysia Securities Berhad as well as other corporate information to the public.

During the Annual General Meeting, shareholders are usually given a presentation on the Company’s performance and major activities that were carried out by the Company for the fi nancial year under review. During the meeting, shareholders have the opportunities to enquire and comment on the Company’s performance and operations.

D) ACCOUNTABILITY AND AUDIT

FINANCIAL REPORTINGIn its fi nancial reporting via quarterly announcements of results, annual fi nancial statements and annual report presentation including the Chairman’s Statement and Review of Operations, the Board always provides a comprehensive assessment of the Company’s performance and prospects for the benefi ts of shareholders, investors and interested parties. The Audit Committee also assists the Board in overseeing the Company’s fi nancial reporting processes.

DIRECTORS’ RESPONSIBILITY STATEMENT IN RESPECT OF THE PREPARATION OF THE AUDITED FINANCIAL STATEMENTSThe Board is responsible for the preparation of the fi nancial statements for each fi nancial year of the Company, which gives a true and fair view of the state of affairs of the Company and its results and cash fl ow for the fi nancial year under review.

The Board has ensured that the fi nancial statements have been prepared in accordance with applicable approved accounting

standards in Malaysia, the requirements of the Companies Act, 1965, Bursa Malaysia Securities Berhad and other regulatory bodies. In preparing the fi nancial statements, the Board has ascertained that accounting policies and reasonable prudent judgement and estimates have been consistently applied.

The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the fi nancial position of the Company and to enable them to ensure that the fi nancial statements comply with the Companies Act, 1965. The Directors have a general responsibility for taking such steps as is reasonably open to them to safeguard the assets of the Company, to prevent and detect fraud and other irregularities.

GOING CONCERNThe Board confi rms that the Company has adequate resources to continue its business in the foreseeable future. For this reason, they continue to adopt the going concern basis for preparing the fi nancial statements.

STATE OF INTERNAL CONTROLThe Statement on Internal Control set out on page 45 of the Annual Report provides an overview of the state of internal controls within the Company.

RELATIONSHIP WITH THE EXTERNAL AUDITORSThe Board with the assistance of the Audit Committee maintains a formal and transparent relationship with the Company’s External Auditors through the Audit Committee, Board and formal meetings whereby issues are discussed.

The relationship between the Board and the External Auditors is also formalised through the Audit Committee’s terms of reference.

COMPLIANCE WITH MALAYSIAN CODE ON CORPORATE GOVERNANCEThe Board is pleased to state that the Company was in compliance with all the principles and best practices as advocated in the Malaysian Code on Corporate Governance during the fi nancial year under review, except on disclosure of each individual Director’s remuneration.


TERMS OF REFERENCE OF THE AUDIT COMMITTEE

CONSTITUTIONThe Board hereby resolves to establish a Committee of the Board to be known as the Audit Committee with the following terms of reference.

COMPOSITION OF AUDIT COMMITTEEThe Committee shall be appointed by the Board from among its members and shall consist of not less than three (3) members of whom a majority shall be Independent Directors and all shall be Non-Executive Directors.

The Committee shall include at least one person who is a member of the Malaysian Institute of Accountants (MIA) or alternatively a person who must have at least three (3) years’ working experience and have passed the examinations specifi ed in Part I of the 1st Schedule of the Accountants Act 1967 or is a member of one of the associations specifi ed in Part II of the said Schedule or fulfi ls such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.

No Alternate Director shall be appointed as a member of the Committee.

The Committee shall elect a chairperson from amongst its members. In the event that a member of the audit committee resigns, dies or for any other reason ceases to be a member, with the result that the number of members is reduced to below three (3), the Board shall, within three (3) months of that event, appoint such number of new members as may be required to make up the minimum number of three (3) members.

The Board shall review the terms of offi ce and performance of Committee members at least once in every three (3) years.

MEETINGSThe Committee shall meet at least four (4) times a year. In addition, the chairperson shall convene a meeting of the Committee if requested to do so by any member, the management or the Internal or External Auditors to consider any matter within the scope and responsibilities of the Committee.

The Committee shall meet at least two (2) times a year with the External Auditor and/or the Internal Auditor without the presence of any Executive Board members, management or employees.

QUORUMA quorum shall consist of a majority of committee members present at the meeting who are Independent Directors. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst the members present.

ATTENDANCE AT MEETINGSThe Head of Finance, the Head of Internal Audit, the Company Secretary, the Senior Finance Manager, the Head of Legal and a representative of the External Auditors shall normally attend meetings. However, the Committee may invite any person to be in attendance to assist it in its deliberations.

Non-member directors shall not attend unless specifi cally invited to by the Committee.

SECRETARY TO AUDIT COMMITTEEThe Company Secretary shall be the secretary of the committee and shall be responsible for drawing up the agenda in consultation with the chairperson. The agenda together with the relevant explanatory papers and documents shall be circulated to the committee members prior to each meeting.

The secretary shall be responsible for recording attendance of all members and invitees, keeping the minutes of the meeting of the Committee, circulating them to committee members and to the other members of the Board and for ensuring compliance with Bursa Malaysia Securities Berhad’s requirements.

REPORTING PROCEDURESThe Committee shall prepare an Annual Report to the Board that provides a summary of the activities of the Committee for inclusion in the Company’s annual report.

The Committee shall assist the Board in preparing the following for publication in the Company’s annual report:

- Statement of the Company’s application of the principles set out in Part I of the Malaysian Code on Corporate Governance.

Audit Committee Designation

Dato’ Chew Kong Seng Chairman (Independent Non-Executive Director)

Datuk Ramli bin Ibrahim Member (Non-Independent Non-Executive Director)

Brig Jen (B) Dato’ Mohamed Idris bin Saman Member (Independent Non-Executive Director)


- Statement on the extent of compliance with the Best Practices in Corporate Governance set out in Part II of the Malaysian Code on Corporate Governance, specifying reasons for any areas of non-compliance (if any) and the alternatives adopted in such areas.

- Statement on the Board’s responsibilities for preparing the annual audited fi nancial statements, and

- Statement on the state of Internal Control of the Company.

Where the Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Listing Requirements of Bursa Malaysia Securities Berhad, the Committee shall promptly report such matter to Bursa Malaysia Securities Berhad.

AUTHORITYThe Committee is authorised by the Board to:

- Investigate any activity within its terms of reference.

- Have resources, which are reasonably required to enable it to perform its duties.

- Have free access to all information and documents it requires for the purpose of discharging its functions and responsibilities.

- Have direct communication channels with the External Auditors, the Internal Auditor and Senior Management of the Company.

- Obtain outside legal or other independent professional advice and secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

- Convene meetings with the External Auditors, excluding the attendance of the Executive Board members, whenever deemed necessary.

DUTIES AND RESPONSIBILITIESThe duties and responsibilities of the Committee shall be:

- To review the Terms of Reference at least annually, or as conditions dictate.

- To review any fi nancial information for publication, including quarterly and annual fi nancial statements before submission to the Board.

- The review shall focus on:

• Any changes in accounting policies and practices.

• Major judgemental areas.

• Signifi cant audit adjustments from the External Auditors.

• The going concern assumption.

• Compliance with accounting standards.

• Compliance with stock exchange and legal requirements.

- To review with the External Auditors their audit plan, scope and nature of audit for the Company.

- To review and discuss the External and Internal Audits’ audit reports, areas of concern arising from the audit and any other matters the External and Internal Auditors may wish to discuss in the absence of management, if necessary.

- To assess the adequacy and effectiveness of the system of internal controls and accounting control procedures of the company by reviewing the External and/or Internal Auditors’ management letters and management responses.

- To discuss problems and reservations arising from the audits and any matters the auditors may wish to discuss in the absence of management, if necessary.

- To review the internal audit plan, consider the major fi ndings of Internal Audit, fraud investigations and actions and steps taken by management in response to audit fi ndings.

- To review the adequacy and relevance of the scope, functions and resources of Internal Audit and the necessary authority to carry out its work, including any appraisal or assessment of the competency of the internal audit function

- To take cognisance of resignations of Internal Audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning.

- To review any related party transactions and confl ict of interest situations that may arise within the Company.

- To consider the appointment of the External Auditors, the terms of reference of its appointment and any question of resignation and dismissal before making a recommendation to the Board.

- To undertake such other responsibilities as may be agreed to by the Committee and the Board.

- To report to the Board its activities, significant results and findings.

OVERSEEING THE INTERNAL AUDIT FUNCTIONThe Committee shall oversee all internal audit functions and is authorised to commission investigations to be conducted by Internal Audit as it deems fi t. The Head of Internal Audit shall report directly to the Committee and shall have direct access to the Chairman of the Committee.

All proposals by management regarding the appointment, transfer or dismissal of the Head of Internal Audit shall require the prior approval of the Committee.


THE AUDIT COMMITTEE COMPRISES THE FOLLOWING MEMBERS:Dato’ Chew Kong Seng (Chairman) Independent Non-Executive DirectorDatuk Ramli bin Ibrahim Non-Independent Non-Executive DirectorBrig Jen (B) Dato’ Mohamed Idris bin Saman Independent Non-Executive Director

TERMS OF REFERENCE OF THE AUDIT COMMITTEEDuring the fi nancial year under review, there were no changes to the terms of reference of the Audit Committee.

MEETINGSDuring the fi nancial year under review, the Audit Committee convened four (4) meetings. The attendance records of the member of the Audit Committee are as follows:

Name of Directors Number of meetings attended/held during the member’s term in offi ce

Dato’ Chew Kong Seng (Chairman) 4/4

Datuk Ramli bin Ibrahim 4/4

Brig Jen (B) Dato’ Mohamed Idris bin Saman 4/4

THE AUDIT COMMITTEE

The meetings were structured through the use of agendas, which were distributed to members with suffi cient notifi cation.

The Company Secretary was present in all the meetings. A representative of the External Auditors, Messrs KPMG Desa Megat & Co., the Head of Finance, the Head of Internal Audit, the Senior Finance Manager and the Head of Legal attended the meetings, and related management personnel attended the meetings upon invitation.

SUMMARY OF THE AUDIT COMMITTEE’S ACTIVITIES DURING THE YEAR UNDER REVIEWDuring the year under review, the Audit Committee carried out its duties in accordance with its terms of reference as follows:

a. Reviewed the quarterly unaudited fi nancial result and annual audited fi nancial statements before submission to the Board for consideration and approval.

b. Reviewed the External Auditors’ scope of work and audit plan for the year.

c. Reviewed and discussed the External Auditors’ audit report and areas of concern.

d. Considered the appointment of the External Auditors and the terms of reference of their appointment.

e. Reviewed the internal audit plan, considered the major fi ndings of Internal Audit, fraud investigations and actions taken by management in response to the audit fi ndings.

f. Assessed the adequacy and effectiveness of the system of internal controls and accounting control procedures of the Company by reviewing the External and Internal Auditors’ management letters and management responses.

g. Reviewed the adequacy and relevance of scope, functions and resources of Internal Audit and that it has the necessary authority to carry out its work.

h. Reviewed related party transactions.

i. Reported to the Board on its activities and significant findings and results of the External and Internal Audit recommendations.

In the fi nancial year under review, the Audit Committee held two (2) meetings with the External Auditors without the presence of the management, to allow the auditors to discuss any issues arising from the audit exercise or any other matters, which the External Auditors wished to raise.

During the year under review, the Internal Audit Department carried out the following activities:

a. Presented and obtained approval from Audit Committee, the annual internal audit plan, its audit strategy and audit scope of work.

b. Reviewed and analysed certain key business processes identifi ed in the annual audit plan, reported ineffective and inadequate controls, and made recommendations to improve their effectiveness.

c. Monitored and ensured management implemented corrective action plans.

d. Monitored compliance with policies and procedures.

e. Reviewed the adequacy and effectiveness of the internal control structures of the Company.

f. Assisted the Board and Management on compliance matters required by the Malaysian Code on Corporate Governance.

g. Assisted the Board and Management by reviewing the risk policy and control strategies in the organisation.

h. Carried out investigative assignments.

i. Continued inculcating good risk management practices throughout the Company.


STATEMENT ON INTERNAL CONTROL

BOARD’S RESPONSIBILITIESThe Board recognises its responsibilities over the Company’s system of internal controls, covering all its fi nancial and operating activities to safeguard shareholders’ investment and the Company’s assets.

The Board has an established on-going process for identifying, evaluating and managing the signifi cant risks encountered by the Company. The Board through its Audit Committee regularly reviews this process.

In view of the limitations inherent in any system of internal controls, the system is designed to manage, rather than to eliminate the risk of failure to achieve the Company’s corporate objectives.

The Audit Committee assists the Board to review the adequacy and integrity of the system of internal controls in the Company and to ensure that an appropriate mix of techniques is used to obtain the level of assurance required by the Board. The Audit Committee presents its fi ndings to the Board.

INTERNAL AUDIT FUNCTION The Audit Committee, assisted by the Internal Audit Department, provides the Board with the assurance it requireson the adequacy and integrity of the system on internal controls. The Internal Audit Department independently reviews the risk identifi cation procedures and control processes implemented by the management, conducts audits that encompass reviewing critical areas that the Company faces, and reports to the Audit Committee on a quarterly basis.

The Internal Audit Department also carried out internal control reviews on key activities of the Company’s business based on an annual internal audit plan that was presented and approved by the Audit Committee. The internal audit function adopts a risk-based approach and prepares its audit strategy and plan based on the risk profi les of the major business units of the Company.

SYSTEM OF INTERNAL CONTROLSThe Board is responsible for managing the key business risks of the Company and implementing appropriate internal control system to manage those risks. The Board reviewed the adequacy and integrity of the system of internal controls as it operated during the period.

The following are the key elements of the Company’s system of internal controls:

- The management structure of the Company formally defi nes lines of responsibility and delegation of authority for all aspect of the Company’s affairs. Senior management and business unit’s managers submit and present their operational performance reviews as well as business plans and strategic measures in regularly held Executive Committee, Management Committee and Operation Meetings;

- The Board approves the annual budget and reviews key business variables and monitors the achievements of the Company’s performance on a quarterly basis;

- The authorisation limits and approvals authority threshold of the Company encompasses internal control procedures. These procedures are subject to review by the management to incorporate changing business risks and operational effi ciency;

- The Audit Committee is responsible for reviewing the statutory annual fi nancial statements and the quarterly announcements, and recommends to the Board for approval prior to submission to Bursa Malaysia Securities Berhad;

- The Internal Audit Department periodically monitors the effectiveness and evaluates the proper functioning of the internal control system on an on-going basis to ascertain compliance with the control procedures and policies of the Company. The Head of Internal Audit reports to Audit Committee on the status of internal control system on a quarterly basis;

- Project teams are set up from time to time to address business and operational issues to meet the business objectives and operational requirements of the Company.

All the above-mentioned processes have been in place and provide reasonable assurance on the effectiveness of the internal control system.

CONCLUSIONThe Board reviewed the adequacy and integrity of the system of internal controls that provides reasonable assurance to the Company in achieving its business objectives. As the development of a sound system of internal controls is an on-going process, the Board and the management maintain an on-going commitment and continue to take appropriate measures to strengthen the internal control environment of the Company.

OTHER INFORMATIONMATERIAL CONTRACTS INVOLVING DIRECTORS AND SUBSTANTIAL SHAREHOLDERSMaterial contracts entered into by the Company which involve Directors’ and major shareholders’ interests and still subsisting at the end of the fi nancial year ended 31 December 2008, or entered into since the end of the previous fi nancial year, comprise the following:

a) On 12 October 2000 and through a supplementary agreement on 1 January 2006 and a subsequent revised agreement on 21 February 2008, the Company entered into a Technical Service Agreement with ÆON Co., Ltd. whereby the Company is granted the exclusive right by ÆON Co., Ltd. to use their trademark in relation to goods and services. The Company is also granted the non-exclusive right to use the information and know-how, employed or developed by ÆON Co., Ltd. for the management and operation of retail stores, wholesale business and related supporting activities. The total cash consideration payable by the Company to ÆON Co., Ltd. for the year under review amounted to RM20.36 million. ÆON Co., Ltd. is the holding company of the Company.

b) On 1 July 1997, the Company entered into a Factoring Agreement with a related company, AEON Credit Service (M) Berhad whereby the Company’s goods sold on credit under its easy payment scheme are factored to AEON Credit Service (M) Berhad. The debts sold to AEON Credit Service (M) Berhad are at full value of the goods and upon the terms and conditions as stated in the factoring agreement. The total value of the debts sold to AEON Credit Service (M) Berhad in the year under review amounted to RM7.42 million. Dato’ Abdullah bin Mohd Yusof and Datuk Ramli bin Ibrahim and Mr. Naruhito Kuroda, all Directors of AEON CO. (M) BHD. are also Directors and shareholders in AEON Credit Service (M) Berhad. ÆON Co., Ltd. has an indirect interest in AEON Credit Service (M) Berhad through AEON Credit Service Co., Ltd.

c) On 23 June 2005, the Company entered into a JUSCO Credit Card Agreement with AEON Credit Service (M) Berhad to set out the terms and conditions for the issuance of a credit card called JUSCO Credit Card by AEON Credit Service (M) Berhad, in affi liation or association with the Company, to further promote and enhance AEON Credit Service (M) Berhad’s credit card business and the Company’s retailing business. The Company permits AEON Credit Service (M) Berhad to promote JUSCO Credit Card to consumers in return for allowing the consumers to use JUSCO Credit Card for the purchase of goods and services offered by the Company. JUSCO Credit Card holders who are also J CARD members will enjoy additional J CARD loyalty points provided by AEON Credit Service (M) Berhad through purchase of the additional J CARD points from the

Company. During the year under review, the total additional J CARD points purchased by AEON Credit Service (M) Berhad was RM372 thousand. The Company further agreed to appoint AEON Credit Service (M) Berhad as the sole acquirer of the card transaction transacted using AEON Credit Service (M) Berhad’s issued cards.

d) On 29 December 2005, the Company entered into a credit card merchant agreement with AEON Credit Service (M) Berhad whereby the Company’s goods sold on credit through credit cards issued by AEON Credit Service (M) Berhad, AEON Credit Service (M) Berhad will purchase from the Company all such transaction receipts. The purchase of the transaction receipts will be net of the credit card commission payable and upon terms and conditions as stated in the merchant agreement. The total value of the transaction receipts purchased by AEON Credit Service (M) Berhad in the year under review was RM49.82 million and the total commission payable is RM730 thousand. Dato’ Abdullah bin Mohd Yusof and Datuk Ramli bin Ibrahim and Mr. Naruhito Kuroda, all Directors of AEON CO. (M) BHD. are also Directors and shareholders in AEON Credit Service (M) Berhad. ÆON Co., Ltd. has an indirect interest in AEON Credit Service (M) Berhad through AEON Credit Service Co. Ltd.,

e) On 1 February 2004, the Company entered into an agreement with AEON Fantasy Co., Ltd. to provide consultancy services to the Company’s indoor amusement centre business. AEON Fantasy agreed to provide consultation and advice on the shop design, the assortment and strategy of game machine, on skill training in respect of advertisement and promotion and training to the operation staff. The total cash consideration payable by the Company to AEON Fantasy Co., Ltd. for the year under review amounted to RM592 thousand. ÆON Co., Ltd. is the holding company of AEON Fantasy Co., Ltd. and the Company.

NON-AUDIT FEESThe amount of non-statutory audit fees paid to External Auditor and its affi liates during the period under review is RM375 thousand comprising of mainly advisory, review and tax services.

REVALUATION POLICY ON LANDED PROPERTIESThere is no revaluation policy on the Company’s landed properties. The Company adopted the transitional provisions issued by Malaysian Accounting Standards Board (MASB) to retain the carrying amount on the basis of their previous revaluation as stated in page 64 of this Annual Report.


2008FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2008

FSFY3


DIRECTORS’ REPORTfor the year ended 31 December 2008

The Directors have pleasure in submitting their report and the audited fi nancial statements of the Company for the year ended 31 December 2008.

PRINCIPAL ACTIVITIESThe Company is principally engaged in the operations of a chain of superstores selling a broad range of goods ranging from clothing, food, household goods, other merchandise and shopping centre operation. There has been no signifi cant change in the nature of these activities during the fi nancial year.

RESULTS RM’000

Profi t attributable to equity holders of the Company 120,604

RESERVES AND PROVISIONS There were no material transfers to or from reserves and provisions during the fi nancial year under review except as disclosed in the fi nancial statements.

DIVIDEND Since the end of the previous fi nancial year, the Company paid a fi rst and fi nal dividend of 17% less tax of 26% amounting to RM22,077,900 and 4% special tax exempt dividend amounting to RM7,020,000 in respect of the year ended 31 December 2007 on 26 June 2008.

The fi rst and fi nal dividend recommended by the Directors in respect of the year ended 31 December 2008 is 12% less income tax of 25% totalling RM31,590,000, subject to the approval of the members at the forth coming Annual General Meeting of the Company.

DIRECTORS OF THE COMPANY Directors who served since the date of the last report are:


Tsutomu Kajita

Nagahisa Oyama

Datuk Ramli bin Ibrahim

Brig Jen (B) Dato’ Mohamed Idris bin Saman

Datuk Zawawi bin Mahmuddin

Dato’ Chew Kong Seng @ Chew Kong Huat

Naruhito Kuroda

Profi t attributable to equity holders of the Company 120,604


DIRECTORS’ INTERESTSThe interests and deemed interests in the ordinary shares of the Company and of its related corporations of those who were Directors at year end as recorded in the Register of Directors’ Shareholdings are as follows:

Number of ordinary shares At Bonus At 1.1.2008 Bought Issue Sold 31.12.2008 Nominal value per share Shareholdings in which Directors have direct interests

Interest of Dato’ Abdullah bin Mohd Yusof in:

AEON CO. (M) BHD. RM1.00 268,000 - 268,000 - 536,000

AEON Credit Service (M) Berhad RM0.50 480,000 - - (120,000) 360,000

Interest of Tsutomu Kajita in:

ÆON Co., Ltd. - 2,800 - - - 2,800

The Talbots, Inc. USD0.01 8,000 5,000 - - 13,000

Interest of Nagahisa Oyama in:

AEON CO. (M) BHD. RM1.00 - 7,000 7,000 - 14,000

Interest of Datuk Ramli bin Ibrahim in:

AEON Credit Service (M) Berhad RM0.50 160,000 - - - 160,000

Interest of Naruhito Kuroda in:

AEON CO. (M) BHD. RM1.00 16,000 - 16,000 - 32,000

AEON Credit Service (M) Berhad RM0.50 480,000 50,000 - - 530,000

AEON Credit Service (Asia) Co., Ltd. HKD0.10 74,800 - - - 74,800

AEON Credit Service Co., Ltd. - 1,980 - - - 1,980

AEON Thana Sinsap (Thailand) Plc. THB1.00 100,000 - - - 100,000

Shareholdings in which Directors have deemed interests

Interest of Dato’ Abdullah bin Mohd Yusof in:

AEON CO. (M) BHD. RM1.00 806,900 23,000 776,900 (336,000) 1,270,800

AEON Credit Service (M) Berhad RM0.50 - 123,000 - - 123,000

Interest of Datuk Ramli bin Ibrahim in:

AEON CO. (M) BHD. RM1.00 280,000 - 280,000 - 560,000

None of the other Directors holding offi ce at 31 December 2008 had any interest in the ordinary shares of the Company and of its related corporations during the fi nancial year.


DIRECTORS’ BENEFITSSince the end of the previous fi nancial year, no Director of the Company has received nor become entitled to receive any benefi t (other than a benefi t included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the fi nancial statements or the fi xed salary of a full time employee of the Company) by reason of a contract made by the Company or a related corporation with the Director or with a fi rm of which the Director is a member, or with a company in which the Director has a substantial fi nancial interest, except for certain Directors who may be deemed to derive a benefi t by virtue of those transactions as disclosed in Note 22 between the Company and corporations in which the Directors are deemed to have interest.

There were no arrangements during and at the end of the fi nancial year which had the object of enabling Directors of the Company to acquire benefi ts by means of the acquisition of shares in or debentures of the Company or any other body corporate.

ISSUE OF SHARES During the year, the issued and paid-up share capital of the Company increased from RM175,500,000 to RM351,000,000 by the allotment and issuance of 175,500,000 new ordinary shares of RM1.00 each credited as fully paid-up by way of capitalisation of a sum up to RM175,500,000 from the share premium and retained earnings of the Company.

There were no other changes in the issued and paid-up capital of the Company during the fi nancial year.

OPTIONS GRANTED OVER UNISSUED SHARESNo options were granted to any person to take up unissued shares of the Company during the fi nancial year.

OTHER STATUTORY INFORMATION Before the balance sheet and income statement of the Company were made out, the Directors took reasonable steps to ascertain that:

i) all known bad debts have been written off and adequate provision made for doubtful debts, and

ii) all current assets have been stated at the lower of cost and net realisable value.

At the date of this report, the Directors are not aware of any circumstances:

i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts in the fi nancial statements of the Company inadequate to any substantial extent, or

ii) that would render the value attributed to the current assets in the fi nancial statements of the Company misleading, or

iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Company misleading or inappropriate, or

iv) not otherwise dealt with in this report or the fi nancial statements, that would render any amount stated in the fi nancial statements of the Company misleading.

At the date of this report, there does not exist:

i) any charge on the assets of the Company that has arisen since the end of the fi nancial year and which secures the liabilities of any other person, or

ii) any contingent liability in respect of the Company that has arisen since the end of the fi nancial year.

No contingent liability or other liability of the Company has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the fi nancial year which, in the opinion of the Directors, will or may substantially affect the ability of the Company to meet its obligations as and when they fall due.

In the opinion of the Directors, the results of the operations of the Company for the fi nancial year ended 31 December 2008 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that fi nancial year and the date of this report.


SIGNIFICANT EVENT DURING THE FINANCIAL YEAROn 31 December 2008, the Company entered into a Sale and Purchase Agreement with a third party for the acquisition of a piece of freehold land located in the Mukim of Cheras, District of Ulu Langat, State of Negeri Selangor at a purchase price of RM24.39 million for the purpose of constructing a shopping centre, of which 10% has been paid during the fi nancial year.

SUBSEQUENT EVENT AFTER BALANCE SHEET DATEOn 18 February 2009, the Company entered into a Sale and Purchase Agreement with third parties for the acquisition of a piece of land together with a shopping centre to be erected thereon in the township known as Bandar Sri Permaisuri, at a purchase price of RM107.2 million comprising land cost and building cost of RM27.2 million and RM80.0 million respectively.

AUDITORSThe auditors, Messrs KPMG Desa Megat & Co., have indicated their willingness to accept re-appointment.

Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:


Nagahisa Oyama

Kuala Lumpur,

Date: 3 March 2009


2008 2007

Note RM’000 RM’000

Assets

Property, plant and equipment 3 1,372,453 1,069,027

Prepaid lease payments 4 185,715 126,365

Investments 5 1,075 1,075

Total non-current assets 1,559,243 1,196,467

Inventories 6 328,499 260,928

Receivables, deposits and prepayments 7 46,002 79,818

Cash and cash equivalents 8 158,394 185,261

Total current assets 532,895 526,007

Total assets 2,092,138 1,722,474

Equity

Share capital 351,000 175,500

Reserves 32,183 53,309

Retained earnings 499,072 562,012

Total equity attributable to equity holders of the Company 9 882,255 790,821

Liabilities

Deferred tax liabilities 10 37,138 23,829

Total non-current liabilities 37,138 23,829

Payables and accruals 11 1,003,678 858,023

Taxation 9,567 49,801

Borrowings 12 159,500 -

Total current liabilities 1,172,745 907,824

Total liabilities 1,209,883 931,653

Total equity and liabilities 2,092,138 1,722,474

Total non-current assets 1,559,243 1,196,467

BALANCE SHEETat 31 December 2008

Total current assets 532,895 526,007

Total assets 2,092,138 1,722,474

Total equity attributable to equity holders of the Company 9 882,255 790,821

Total non-current liabilities 37,138 23,829

Total current liabilities 1,172,745 907,824

Total equity and liabilities 2,092,138 1,722,474

The notes on pages 56 to 75 are an integral part of these fi nancial statements.

Total liabilities 1,209,883 931,653


2008 2007


Continuing operations

Revenue 3,433,049 2,886,220

Other operating income 2,754 2,571

Changes in inventories 67,571 46,745

Net purchases (2,494,679) (2,108,923)

Staff costs (184,550) (158,985)

Depreciation 3 (119,935) (106,604)

Operating expenses (525,799) (403,514)

Operating profi t 13 178,411 157,510

Interest expense 15 (2,694) (274)

Interest income 632 1,770

Profi t before tax 176,349 159,006

Tax expense 16 (55,745) (53,830)

Profi t attributable to equity holders of the Company 120,604 105,176

Basic earnings per ordinary share (sen) 17 34.4 30.0Basic earnings per ordinary share (sen) 17 34.4 30.0

Profi t attributable to equity holders of the Company 120,604 105,176

INCOME STATEMENTfor the year ended 31 December 2008



STATEMENT OF CHANGES IN EQUITYfor the year ended 31 December 2008

Non-distributable Distributable

Share Share Revaluation Retained capital premium reserve earnings Total

Note RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2007 175,500 20,609 33,217 476,817 706,143

Profi t for the year - - - 105,176 105,176

Transfer from revaluation reserve to retained profi ts - - (517) 517 -

Total recognised income and expense for the year - - (517) 105,693 105,176

Dividend - 2006 fi nal in respect of period ended 31 December 2006 18 - - - (20,498) (20,498)

At 31 December 2007/ 1 January 2008

Profi t for the year - - - 120,604 120,604

Transfer from revaluation reserve to retained profi ts - - (517) 517 -

Total recognised income and expense for the year - - (517) 121,121 120,604

Bonus shares issued 9 175,500 (20,537) - (154,963) -

Bonus share issuance expense - (72) - - (72)

Dividend - 2007 fi nal in respect of year ended 31 December 2007 18 - - - (29,098) (29,098)

At 31 December 2008 351,000 - 32,183 499,072 882,255

Note 9

At 31 December 2007/ 1 January 2008

At 31 December 2008 351,000 - 32,183 499,072 882,255


175,500 20,609 32,700 562,012 790,821


2008 2007


Cash fl ows from operating activities

Profi t before tax 176,349 159,006

Adjustments for: Depreciation of property, plant and equipment 3 119,935 106,604 Amortisation of prepaid lease payments 4 1,983 1,466 Interest expense 15 2,694 274 Interest income (632) (1,770) Loss/(Gain) on disposal of property, plant and equipment 227 (134) Property, plant and equipment written off 837 2,562

Operating profi t before changes in working capital 301,393 268,008

Changes in working capital: Inventories (67,571) (46,745) Receivables, deposits and prepayments (3,898) (34,149) Payables and accruals 145,655 180,093

Cash generated from operations 375,579 367,207

Tax paid (82,670) (34,500)

Net cash from operating activities 292,909 332,707

Cash fl ows from investing activities

Acquisition of property, plant and equipment 3 (429,986) (236,721) Acquisition of leasehold land 4 (18,462) - Proceeds from disposal of property, plant and equipment 404 352 Interest received 632 1,770

Net cash used in investing activities (447,412) (234,599)

Cash fl ows from fi nancing activities

Dividend paid to equity holders of the Company (29,098) (20,498) Interest paid (2,694) (274) Bonus shares issuance expenses (72) - Proceeds from borrowings 159,500 -

Net cash from/(used in) fi nancing activities 127,636 (20,772)

Net (decrease)/increase in cash and cash equivalents (26,867) 77,336

Cash and cash equivalents at 1 January 185,261 107,925

Cash and cash equivalents at 31 December 158,394 185,261

Cash and cash equivalentsCash and cash equivalents included in the cash fl ow statements comprise the following balance sheet amounts:

2008 2007


Cash and bank balances 8 158,394 164,061

Deposits with licensed fi nancial institutions 8 - 21,200

158,394 185,261

CASH FLOW STATEMENTfor the year ended 31 December 2008

Net cash from operating activities 292,909 332,707

Net cash used in investing activities (447,412) (234,599)

Net cash from/(used in) fi nancing activities 127,636 (20,772)

158,394 185,261


Cash and cash equivalents at 31 December 158,394 185,261r

Cash and cash equivalents at 1 January 185,261 107,925y


NOTES TO THE FINANCIAL STATEMENTS

AEON CO. (M) BHD. is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Board of the Bursa Malaysia Securities Berhad. The address of its registered offi ce which is also the principal place of business is as follow:

REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS3rd Floor, Jusco Taman Maluri Shopping CentreJalan Jejaka, Taman MaluriCheras 55100 Kuala Lumpur

The Company is principally engaged in the operations of a chain of superstores selling a broad range of goods ranging from clothing, food, household goods, other merchandise and shopping centre operation.

The holding company during the fi nancial year is ÆON Co., Ltd., a company incorporated in Japan.

The fi nancial statements were approved by the Board of Directors on 3 March 2009.

1. BASIS OF PREPARATION

(a) Statement of complianceThe fi nancial statements of the Company have been prepared in accordance with Financial Reporting Standards (FRSs), accounting principles generally accepted and the Companies Act, 1965 in Malaysia. These fi nancial statements also comply with the applicable disclosure provisions of the Listing Requirements of the Bursa Malaysia Securities Berhad.

The Company has not applied the following accounting standards (including its consequential amendments) and interpretations that have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective:

FRSs / Interpretations Effective dateFRS 4, Insurance Contracts 1 January 2010

FRS 7, Financial Instruments: Disclosures 1 January 2010

FRS 8, Operating Segment 1 July 2009

FRS139, Financial Instruments: Recognition and Measurement 1 January 2010

IC Interpretation 9, Reassessment of Embedded Derivatives 1 January 2010

IC Interpretation 10, Interim Financial Reporting and Impairment 1 January 2010

The Company plans to adopt the abovementioned FRSs / Interpretations from the annual period beginning 1 January 2010.

The impact of applying FRS 4, FRS 7 and FRS139 on the fi nancial statements upon fi rst adoption as required by paragraph 30(b) of FRS108, Accounting Policies, Changes in Accounting Estimates and Errors is not disclosed by virtue of the exemptions given in the respective FRSs.

The initial application of the other standards (and its consequential amendments) and interpretations is not expected to have any material impact on the fi nancial statements of the Company.

(b) Basis of measurementThe fi nancial statements have been prepared on the historical cost basis except as disclosed in the Note 3 to the fi nancial statements.

(c) Functional and presentation currency These fi nancial statements are presented in Ringgit Malaysia (RM), which is the Company’s functional currency. All fi nancial information presented in RM has been rounded to the nearest thousand, unless otherwise stated.


1. BASIS OF PREPARATION (CONTINUED)

(d) Use of estimates and judgements The preparation of fi nancial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised and in any future years affected.

There are no signifi cant areas of estimation, uncertainty and critical judgements in applying accounting policies that have signifi cant effect on the amounts recognised in the fi nancial statements.

2. SIGNIFICANT ACCOUNTING POLICIES The accounting policies set out below have been applied consistently to the periods presented in these fi nancial statements, unless otherwise stated.

(a) Foreign currency Foreign currency transactions

Transactions in foreign currencies are translated to the functional currency of the Company at exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the exchange rate at that date. Foreign currency differences arising on retranslation are recognised in the income statement.

(b) Property, plant and equipment

(i) Recognition and measurement

Property, plant and equipment are stated at cost/valuation less any accumulated depreciation and any accumulated impairment losses.

The Company has availed itself to the transitional provision when the MASB fi rst adopted International Accounting Standard No.16 (Revised), Property, Plant and Equipment in 1998. Certain buildings were revalued in February 1995 and no later valuation has been recorded for these property, plant and equipment.

Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs directly attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. The cost of self-constructed assets includes the cost of materials and direct labour.

When signifi cant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within “other operating income” or “operating expenses” respectively in the income statement.

(ii) Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefi ts embodied within the part will fl ow to the Company and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in the income statement as incurred.


2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(b) Property, plant and equipment (continued)

(iii) Depreciation

Depreciation is recognised in the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Freehold land is not depreciated. Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use.

The estimated useful lives for the current and comparative years are as follows:

• Buildings 25 - 50 years

• Structures 10 years

• Offi ce equipment 10 years

• Machinery and equipment 3 - 10 years

• Furniture, fi xtures and fi ttings 5 years

• Motor vehicles 5 years

• IT equipment 3 - 5 years

Depreciation methods, useful lives and residual values are reassessed at the reporting date.

(c) Leased assets

(i) Finance lease

Leases in terms of which the Company assumes substantially all the risks and rewards of ownership are classifi ed as fi nance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Minimum lease payments made under fi nance leases are apportioned between the fi nance expense and the reduction of the outstanding liability. The fi nance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confi rmed.

(ii) Operating lease

Lease, where the Company does not assume substantially, all the risks and rewards of the ownership are classifi ed as operating lease.

Leasehold land that normally has an indefi nite economic life and title is not expected to pass to the lessee by the end of the lease term is treated as an operating lease. The payment made on entering into or acquiring a leasehold land is accounted as prepaid lease payments.

Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease.

(d) Investments in equity securitiesInvestments in equity securities are recognised initially at fair value plus attributable transaction costs.

Subsequent to initial recognition:

• Investments in non-current equity securities, are stated at cost less allowance for diminution in value,

• All current investments are carried at the lower of cost and market value, determined on an individual investment basis by category of investments.

Where in the opinion of the Directors, there is a decline other than temporary in the value of non-current equity securities, the allowance for diminution in value is recognised as an expense in the fi nancial year in which the decline is identifi ed.



(d) Investments in equity securities (continued)On disposal of an investment, the difference between net disposal proceeds and its carrying amount is recognised in the income statement.

All investments in equity securities are accounted for using settlement date accounting. Settlement date accounting refers to:

a) the recognition of an asset on the day it is received by the entity, and

b) the derecognition of an asset and recognition of any gain or loss on disposal on the date it is delivered.

(e) InventoriesInventories are measured at the lower of cost and net realisable value with weighted average cost being the main basis for cost. Cost comprises the weighted average cost of merchandise derived at by using the Retail Inventory Method. Weighted average cost includes related charges incurred in purchasing such merchandise.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sales.

(f) Receivables Receivables are initially recognised at their cost when the contractual right to receive cash or another fi nancial asset from another entity is established.

Subsequent to initial recognition, receivables are stated at cost less allowance for doubtful debts.

Receivables are not held for the purpose of trading.

(g) Cash and cash equivalentsCash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid investments which have an insignifi cant risk of changes in value. For the purpose of the cash fl ow statement, cash and cash equivalents are presented net of bank overdrafts.

(h) Impairment of assets The carrying amounts of assets except for inventories and fi nancial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash infl ows from continuing use that are largely independent of the cash infl ows of other assets or groups of assets (the “cash-generating unit”).

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the income statement. Impairment losses recognised in respect of cash-generating units are allocated fi rst to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (groups of units) on a pro-rata basis.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Reversals of impairment losses are credited to the income statement in the year in which the reversals are recognised, unless it reverses an impairment loss on a revalued asset, in which case it is credited directly to revaluation surplus. Where an impairment loss on the same revalued asset was previously recognised in the income statement, a reversal of that impairment loss is also recognised in the income statement.



(i) Employee benefi ts

Short-term employee benefi ts

Short-term employee benefi t obligations in respect of salaries, annual bonuses, paid annual leave and sick leave are measured on an undiscounted basis and are expensed as the related service is provided.

A provision is recognised for the amount expected to be paid under short-term cash bonus or profi t-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

The Company’s contribution to the statutory pension funds are charged to the income statement in the year to which they relate. Once the contributions have been paid, the Company has no further payment obligations.

(j) Payables Payables are measured initially and subsequently at cost. Payables are recognised when there is a contractual obligation to deliver cash or another fi nancial asset to another entity.

(k) Loans and borrowingsLoans and borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period of the loans and borrowings using the effective interest method.

(l) Equity instrumentsAll equity instruments are stated at cost on initial recognition and are not re-measured subsequently.

Share issue expenses

Incremental costs directly attributable to issue of equity instruments are recognised as a deduction from equity.

(m) Revenue recognition

Goods sold and services rendered

Revenue from the sale of goods represents gross trading sales, including concessionaire sales which the Company is able to exercise control, less returns and discounts. Revenue is recognised in the income statement when the signifi cant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods.

Property management services from shopping centre operation which include rental income, service charge, sales commission and distribution centre charges earned are recognised on an accrual basis.

(n) Interest income and borrowing costsInterest income is recognised as it accrues, using the effective interest method.

All borrowing costs are recognised in the income statement using the effective interest method, in the year in which they are incurred.

(o) Tax expense Tax expense comprises current and deferred tax. Tax expense is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profi t (tax loss). Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the balance sheet date.



(o) Tax expense (continued)Deferred tax liability is recognised for all taxable temporary differences.

A deferred tax asset is recognised to the extent that it is probable that future taxable profi ts will be available against which temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefi t will be realised.

(p) Earnings per shareThe Company presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profi t or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year.

(q) Segment reportingA segment is a distinguishable component of the Company that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments.


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3. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)Two of the buildings of the Company are situated on land belonging to third parties.

The buildings stated at valuation are based on professional valuation carried out by an independent fi rm of valuers in February 1995 using the open market value and on an existing use basis. In accordance with the transitional provisions issued by Malaysian Accounting Standards Board (“MASB”) upon adoption of International Accounting Standard No. 16 (Revised), Property, Plant and Equipment, the valuation of these assets has not been updated, and they continue to be stated at their existing carrying amounts less accumulated depreciation.

Had the buildings been carried at cost model, their carrying amount would have been as follows:

2008 2007 RM’000 RM’000

Buildings 55,728 57,426Buildings 55,728 57,426

4. PREPAID LEASE PAYMENTS Leasehold land unexpired period more than 50 years Note RM’000

CostAt 1 January 2007 138,831Transfer from property, plant and equipment 3 562

At 31 December 2007/1 January 2008 139,393Additions 18,462Transfer from property, plant and equipment 3 5,157Transfer from other receivables 7.2 37,714

At 31 December 2008 200,726

Accumulated AmortisationAt 1 January 2007 11,562Amortisation for the year 13 1,466 At 31 December 2007/1 January 2008 13,028Amortisation for the year 13 1,983

At 31 December 2008 15,011

At 31 December 2008 200,726

At 31 December 2008 15,011

Carrying amounts

At 1 January 2007 127,269

At 31 December 2007/1 January 2008 126,365

At 31 December 2008 185,715

At 1 January 2007 127,269

At 31 December 2007/1 January 2008 126,365

At 31 December 2008 185,715


5. INVESTMENTS

2008 2007Non-current RM’000 RM’000 At cost:Golf membership 45 45 Quoted shares in Malaysia 1,030 1,030

1,075 1,075

Market value:Quoted shares in Malaysia 7,224 10,010

1,075 1,075

6. INVENTORIES 2008 2007 RM’000 RM’000

Retail merchandise 169,204 145,867 Food and others 159,295 115,061

328,499 260,928 328,499 260,928

7. RECEIVABLES, DEPOSITS AND PREPAYMENTS Note 2008 2007 RM’000 RM’000

Current Trade

Trade receivables 18,886 20,328Less: Allowance for doubtful debts (787) (889) 18,099 19,439Amount due from a related company 7.1 1,587 1,420

19,686 20,859

Non-trade Other receivables and prepayments 7.2 10,815 43,802 Rental and utility deposits 15,501 15,157

26,316 58,959

46,002 79,818

19,686 20,859

46,002 79,818

7.1 Amount due from a related company

The amount due from a related company is unsecured, interest free and subject to normal trade terms.

7.2 Other receivables and prepayments

Included in other receivables and prepayments is a deposit of RM2,439,360 (2007: RM37,713,640) paid as part of purchase consideration for the acquisition of a piece of freehold land (2007: leasehold land) for the purpose of constructing a shopping centre. The amount of deposit of RM37,713,640 has been transferred to prepaid lease payments during the year following the completion of the acquisition.

26,316 58,959


8. CASH AND CASH EQUIVALENTS 2008 2007 Note RM’000 RM’000

Cash and bank balances 158,394 164,061 Deposits with licensed fi nancial institutions 23 - 21,200

158,394 185,261 158,394 185,261

9. CAPITAL AND RESERVES

Share capital Number Number Amount of shares Amount of shares 2008 2008 2007 2007 RM’000 ’000 RM’000 ’000

Authorised: Ordinary shares of RM1 each 500,000 500,000 500,000 500,000

Issued and fully paid: Ordinary shares of RM1 each At 1 January 175,500 175,500 175,500 175,500 Issued during the year 175,500 175,500 - -

At 31 December 351,000 351,000 175,500 175,500At 31 December 351,000 351,000 175,500 175,500

During the year, the issued and paid-up capital of the Company increased from RM175,500,000 to RM351,000,000 by the allotment and issuance of 175,500,000 new ordinary shares of RM1.00 each credited as fully paid-up by way of capitalisation of a sum up to RM175,500,000 from the share premium and retained earnings of the Company.

9.1 Share premium

Share premium relates to the amount that equity holders have paid for the shares in excess of the nominal value.

9.2 Revaluation reserve

The revaluation reserve relates to the revaluation of property, plant and equipment in prior years.

9.3 Section 108 tax credit

Subject to agreement of the Inland Revenue Board, the Company has suffi cient Section 108 tax credit and tax exempt income to frank all of its retained profi ts at 31 December 2008 if paid out as dividends.

The Finance Act 2007 introduced a single tier company income tax system with effect from year of assessment 2008. As such, the Section 108 tax credit as at 31 December 2008 will be available to the Company until such time the credit is fully utilised or upon expiry of the six-year transitional period on 31 December 2013, whichever is earlier.


10. DEFERRED TAX LIABILITIES

Deferred tax assets and liabilities are attributable to the following: Assets Liabilities Net 2008 2007 2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Property, plant and equipment - capital allowance - - (26,401) (16,964) (26,401) (16,964) - revaluation - - (11,175) (12,715) (11,175) (12,715)Provisions 438 5,850 - - 438 5,850

Net tax assets/(liabilities) 438 5,850 (37,576) (29,679) (37,138) (23,829) Net tax assets/(liabilities) 438 5,850 (37,576) (29,679) (37,138) (23,829)

11. PAYABLES AND ACCRUALS 2008 2007 Note RM’000 RM’000

Trade Trade payables 567,712 501,088

Non-trade Other payables and accrued expenses 249,562 224,491 Progress claims by contractors 58,135 29,455 Rental and utility deposits 126,303 102,514 Amount due to holding company 11.1 1,966 475

435,966 356,935

1,003,678 858,023 1,003,678 858,023

11.1 Amount due to holding company

The amount due to holding company, ÆON Co., Ltd., a company incorporated in Japan is unsecured, interest free and repayable on demand.

12. BORROWINGS 2008 2007 RM’000 RM’000

UnsecuredBanker’s acceptance 50,000 - Revolving credit 109,500 -

159,500 -

Banker’s acceptance and revolving credit bear interest at 3.90% (2007: Nil) per annum and at the range of 4.00% - 4.18% (2007: Nil) per annum respectively.

159,500 -


13. OPERATING PROFIT 2008 2007 RM’000 RM’000 Operating profi t is arrived at after crediting: Gain on disposal of property, plant and equipment - 134 Reversal of allowance for doubtful debts 102 - Property management services - rental income on shopping centre operation 258,479 206,006 - other property management services income 50,384 39,873

and after charging:

Auditors’ remuneration - statutory audit - KPMG 140 140 - other services - KPMG 10 10 Amortisation of prepaid lease payments 1,983 1,466 Depreciation of property, plant and equipment 119,935 106,604 Loss on disposal of property, plant and equipment 227 - Personnel expenses (including key management personnel) - contributions to Employees Provident Fund 18,907 15,825 - wages, salaries and others 165,643 143,160 Property, plant and equipment written off 837 2,562 Rental expense - land 1,242 1,151 - buildings 108,494 72,004 - equipment 2,592 1,274 - fi xtures and fi ttings 141 198 - hostel 92 36 Royalty 20,363 16,964

14. KEY MANAGEMENT PERSONNEL COMPENSATION

The key management personnel compensations are as follows: 2008 2007 RM’000 RM’000

Directors: Fees 1,205 1,121 Remuneration 345 579 Other short-term employee benefi ts (including estimated monetary value of benefi ts-in-kind) 50 48

Total short-term employee benefi ts 1,600 1,748 Total short-term employee benefi ts 1,600 1,748


15. INTEREST EXPENSE 2008 2007 RM’000 RM’000

Bank overdrafts 27 9 Bankers’ acceptance 550 265 Revolving credit 2,117 -

2,694 274 2,694 274

16. TAX EXPENSE 2008 2007 RM’000 RM’000

Tax expense - current 49,346 57,052 - (over)/under provision in prior years (6,910) 2,062

42,436 59,114

Deferred tax expense - origination and reversal of temporary differences 13,309 (5,284)

Total tax expense 55,745 53,830

Reconciliation of effective tax expenseProfi t before tax 176,349 159,006

Tax calculated using Malaysian tax rate of 26% (2007: 27%) 45,851 42,932Non-deductible expenses 10,935 9,037 Reversal of deferred tax liabilities on crystallisation of revaluation reserves of property, plant and equipment (447) (201) Effect of change in tax rate* (2,131) - Underprovided in prior years 1,873 2,062 Others (336) -

Tax expense 55,745 53,830

* The corporate tax rates are 26% for year of assessment 2008 and 25% for the subsequent years of assessment. Consequently, deferred tax assets and liabilities are measured using these tax rates.

Total tax expense 55,745 53,830

Tax expense 55,745 53,830


18. DIVIDEND

Dividend recognised in the current year by the Company is:

Sen Total per share amount Date of

RM’000 payment2008 Final 31.12.2007 ordinary dividend (net) 12.6 22,078Final 31.12.2007 ordinary special tax exempt dividend 4.0 7,020

29,098 26 June 2008

2007

Final 31.12.2006 ordinary dividend (net) 11.7 20,498 24 May 2007

After the balance sheet date, the following dividend was proposed by the Directors. This dividend will be recognised in subsequent fi nancial year upon approval by the shareholders.

Sen Total per share amount RM’000

Final proposed 31.12.2008 ordinary dividend (net) 9.0 31,590

29,098 26 June 2008

Final proposed 31.12.2008 ordinary dividend (net) 9.0 31,590

17. EARNINGS PER ORDINARY SHARE

Basic earnings per ordinary share

The calculation of basic earnings per ordinary share at 31 December 2008 was based on the profi t attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding calculated as follows:

2008 2007 RM’000 RM’000

Profi t for the year attributable to ordinary shareholders 120,604 105,176

’000 ’000 Weighted average number of ordinary shares Issued ordinary shares at 1 January 175,500 175,500 Effect of bonus issue of 1 for every 1 ordinary share in 2008 175,500 175,500 Weighted average number of ordinary shares at 31 December 351,000 351,000

Basic earnings per ordinary share (sen) 34.4 30.0Basic earnings per ordinary share (sen) 34.4 30.0

* Pursuant to FRS133, Earnings Per Share, the comparatives earnings per ordinary share of RM0.60 for the year ended 31 December 2007 have been adjusted for the bonus issue of one new ordinary shares for every one ordinary shares of RM1.00 each held, as if this event had occurred in 2007.

*

*

*

Final 31.12.2006 ordinary dividend (net) 11.7 20,498 24 May 2007


19. SEGMENT REPORTING Segment information is presented in respect of the Company’s business segment. The primary format, business segments, is based on the Company’s management and internal reporting structure. There is no segmental analysis by geographical location as the Company’s operations are principally located in Malaysia.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly interest-earning assets and related revenue, loans and borrowings and related expenses and tax assets and liabilities.

Segment capital expenditure is the total cost incurred during the year to acquire property, plant and equipment.

Business segments

The Company comprises the following main business segments:

Retailing The operations of a chain of superstores selling clothing, food, household goods and other merchandise.

Property management services Shopping centre operation.

Property Retailing management services Total 2008 2007 2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Business segmentsRevenue from external customers 3,124,186 2,640,341 308,863 245,879 3,433,049 2,886,220

Total revenue 3,124,186 2,640,341 308,863 245,879 3,433,049 2,886,220

Operating profi t 116,239 93,571 62,172 63,939 178,411 157,510

Interest expense (2,694) (274)Interest income 632 1,770

Profi t before tax 176,349 159,006Tax expense (55,745) (53,830)

Profi t for the year 120,604 105,176

Total revenue 3,124,186 2,640,341 308,863 245,879 3,433,049 2,886,220

Profi t for the year 120,604 105,176

Property Retailing management services Total 2008 2007 2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Segment assets 821,938 741,700 1,270,200 980,774 2,092,138 1,722,474

Total assets 2,092,138 1,722,474

Segment liabilities (782,105) (698,971) (221,573) (159,052) (1,003,678) (858,023)Unallocated liabilities (206,205) (73,630)

Total liabilities (1,209,883) (931,653)

Capital expenditure 117,040 92,667 312,946 144,054 429,986 236,721Depreciation 74,700 65,016 45,235 41,588 119,935 106,604Amortisation of prepaid lease payments - - 1,983 1,466 1,983 1,466Non-cash expenses other than depreciation and amortisation 778 1,574 286 988 1,064 2,562

Total liabilities (1,209,883) (931,653)

Total assets 2,092,138 1,722,474


21. CAPITAL COMMITMENTS 2008 2007 RM’000 RM’000

Property, plant and equipment Contracted but not provided for 39,731 341,357

Authorised but not contracted for 229,321 210,978

22. RELATED PARTIES

Identity of related parties

For the purposes of these fi nancial statements, parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control the party or exercise signifi cant infl uence over the party in making fi nancial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common signifi cant infl uence. Related parties may be individuals or other entities.

Key management personnel is defi ned as those persons having authority and responsibility for planning, directing and controlling the activities of the Company either directly or indirectly. The key management personnel includes all the Directors of the Company.

The signifi cant related party transactions of the Company, other than key management personnel compensation, are as follows:

Transaction value Balance outstanding 2008 2007 2008 2007Directors RM’000 RM’000 RM’000 RM’000

With companies in which Dato’ Abdullah bin Mohd Yusof and Datuk Ramli bin Ibrahim have interests: Management fee receivable - 26 - - Rental income receivable - 297 - -

With companies in which Dato’ Abdullah bin Mohd Yusof has interest: Legal fees payable (3) (11) - -

Less than one year 117,193 111,523 Between one and fi ve years 486,144 389,818 More than fi ve years 531,115 393,826

1,134,452 895,167

20. OPERATING LEASES Leases as lessee

Non-cancellable operating lease rental payables are as follows:

2008 2007 RM’000 RM’000

1,134,452 895,167

The Company leases a number of land, buildings and premises under operating leases. The leases have initial years ranging from 3 to 25 years, with an option to renew the respective leases after that date.


22. RELATED PARTIES (CONTINUED)Other related party transactions

Transaction value Balance outstanding 2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Holding company Royalty expenses (20,363) (16,964) (20,363) (16,964)

Related company Purchase of merchandise (1,371) (1,985) (263) (650) Consultation fees (592) (472) (271) (123)Sales through easy payment scheme fi nancing 7,421 7,097 642 832Rental income 2,451 1,335 239 -Sales through AEON credit card 49,820 40,327 706 588Convertible J CARD point income 372 310 - -Credit card sales commission expenses (730) (588) - -

The terms and conditions for the above transactions are based on normal trade terms. All the amounts outstanding are unsecured and expected to be settled in cash.

23. FINANCIAL INSTRUMENTS Exposure to credit risk, foreign currency risk, liquidity risk and interest rate risk arises in the normal course of the Company’s business. The Company’s policies for managing each of these risks are summarised below.

Credit risk

The Company has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on shopping centre tenants and the Company requires all tenants to place adequate security deposits as stipulated under the tenancy agreement. At balance sheet date, the Company does not have any major concentration of credit risk on its shopping centre tenants. The maximum exposure to credit risk for the Company was represented by the carrying amount of each fi nancial asset.

Foreign currency risk

The Company does not have any signifi cant exposure to foreign currency risk as its transactions and balances are substantially denominated in Ringgit Malaysia.

Liquidity risk

The Company monitors and maintains a level of cash and cash equivalents deemed adequate by management to fi nance the Company’s operations and to mitigate the effects of fl uctuations in cash fl ows.

Interest rate risk

The Company’s exposure to interest rate risk relates to its short-term borrowings such as overdraft and trade fi nancing facilities. Interest-earning fi nancial assets are mainly deposits placed with fi nancial institutions that generate interest income for the Company.

The management monitors the prevailing interest rates at regular intervals, and maintains an appropriate level of cash and cash equivalents to fi nance the working capital requirements and mitigate the effects of fl uctuation in cash fl ow and liquidity positions of the Company.

In view of the competitive rates that are available from the prevailing banking facilities granted to the Company to fi nance its working capital requirements and the prevailing low interest rate scenario, the interest rate risk is not expected to have a material impact on the Company.


23. FINANCIAL INSTRUMENTS (CONTINUED)

Effective interest rates and repricing analysis

In respect of interest-earning fi nancial assets and interest-bearing fi nancial liabilities, the following table indicates their effective interest rate at the balance sheet date and the years in which they reprice or mature, whichever is earlier:

2008 2007 Effective Effective interest interest rate per Within rate per Within annum Total 1 year annum Total 1 year % RM’000 RM’000 % RM’000 RM’000

Floating rate instrumentDeposits placed with licensed fi nancial institutions (Note 8) - - - 3.2 21,200 21,200 Banker’s acceptance 3.9 50,000 50,000 - - -Revolving credit 4.1 109,500 109,500 - - -

159,500 159,500 - - 159,500 159,500 - -

Fair valuesThe carrying amounts of cash and cash equivalents, receivables, payables and short-term borrowings, approximate their fair value due to the relatively short term nature of these fi nancial instruments.

The fair values of other fi nancial assets together with the carrying amounts shown in the balance sheet are shown below:

2008 2007 Carrying Fair Carrying Fair amount value amount value RM’000 RM’000 RM’000 RM’000Financial assetsLong-term investments: Investment in quoted shares 1,030 7,224 1,030 10,010 Other investment 45 * 45 *

Estimation of fair values

Fair value of quoted shares is based on quoted market prices at the balance sheet date without any deduction for transaction costs.

*It was not practicable to estimate the fair value of the Company’s other investment due to the lack of comparable market prices and the inability to estimate fair value without incurring excessive costs.


24. SIGNIFICANT EVENT DURING THE FINANCIAL YEAROn 31 December 2008, the Company entered into a Sale and Purchase Agreement with a third party for the acquisition of a piece of freehold land located in the Mukim of Cheras, District of Ulu Langat, State of Negeri Selangor at a purchase price of RM24.39 million for the purpose of constructing a shopping centre, of which 10% has been paid during the fi nancial year.

25. SUBSEQUENT EVENT AFTER BALANCE SHEET DATEOn 18 February 2009, the Company entered into a Sale and Purchase Agreement with third parties for the acquisition of a piece of land together with a shopping centre to be erected thereon in the township known as Bandar Sri Permaisuri, at a purchase price of RM107.2 million comprising land cost and building cost of RM27.2 million and RM80.0 million respectively.


STATEMENT BY DIRECTORSpursuant to Section 169(15) of the Companies Act, 1965

STATUTORY DECLARATION pursuant to Section 169(16) of the Companies Act, 1965

In the opinion of the Directors, the fi nancial statements set out on pages 52 to 75 are drawn up in accordance with the Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the fi nancial position of the Company as at 31 December 2008 and of its fi nancial performance and cash fl ows for the year then ended.

Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:


Nagahisa Oyama

Kuala Lumpur,

Date: 3 March 2009

I, Poh Ying Loo, the offi cer primarily responsible for the fi nancial management of AEON CO. (M) BHD., do solemnly and sincerely declare that the fi nancial statements set out on pages 52 to 75 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act,1960.

Subscribed and solemnly declared by the abovenamed in Kuala Lumpur on 3 March 2009.

Poh Ying Loo

Before me:

Commissioner for OathsKuala Lumpur


INDEPENDENT AUDITORS’ REPORTto the members of AEON CO. (M) BHD.

REPORT ON THE FINANCIAL STATEMENTSWe have audited the fi nancial statements of AEON CO. (M) BHD., which comprise the balance sheet as at 31 December 2008, and the income statement, statement of changes in equity and cash fl ow statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory notes, as set out on pages 52 to 75.

Directors’ Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation and fair presentation of these fi nancial statements in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of fi nancial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the fi nancial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the fi nancial position of the Company as at 31 December 2008 and of its fi nancial performance and cash fl ows for the year then ended.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTSIn accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report that in our opinion the accounting and other records and the registers required by the Act to be kept by the Company have been properly kept in accordance with the provisions of the Act.

OTHER MATTERSThis report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

KPMG Desa Megat & Co. Peter Ho Kok WaiFirm Number: AF 0759 Approval Number: 1745/12/09(J)Chartered Accountants Chartered Accountant

Petaling Jaya,

Date: 3 March 2009


ANALYSIS OF SHAREHOLDINGSas at 25 March 2009

Authorised Share Capital : RM500,000,000

Paid-up Share Capital : RM351,000,000

Class of Shares : Ordinary Share of RM1 each

Voting Rights : 1 vote per Ordinary Share

No. of % of No. of % ofSize of Shareholding Shareholders/ Shareholders/ Shares Held Issued Capital Depositors Depositors

1 - 99 98 5.85 1,859 0.00

100 - 1,000 353 21.06 250,349 0.07

1,001 - 10,000 943 56.27 3,991,666 1.14

10,001 - 100,000 200 11.93 5,645,900 1.61

100,001 - 17,549,999 81 4.83 162,100,226 46.18

17,550,000 and above 1 0.06 179,010,000 51.00

Total 1,676 100.00 351,000,000 100.00

SUBSTANTIAL SHAREHOLDINGSas per Register of Substantial Shareholders

DIRECTORS’ INTERESTS

No. Name No. of Shares

Direct Interest % Indirect Interest %

1. Dato’ Abdullah bin Mohd Yusof 536,000 0.15 1,250,800 0.36

2. Mr. Nagahisa Oyama 14,000 0.00 - -

3. Datuk Ramli bin Ibrahim - - 560,000 0.16

4. Mr. Naruhito Kuroda 32,000 0.01 - -

No. Name No. of Shares

Direct Interest % Indirect Interest %

1. ÆON Co., Ltd. 179,010,000 51.00 - -

2. Aberdeen Asset Management PLC and its subsidiaries 33,719,500 9.61 - -

3. Aberdeen Asset Management Asia Limited 21,804,100 6.21 - -

Total 1,676 100.00 351,000,000 100.00


LIST OF 30 LARGEST SHAREHOLDERS

as at 25 March 2009

No. Name of Shareholders No. of Shares % of Shares Held

1. ÆON Co., Ltd., 179,010,000 51.00

2. Amanah Raya Nominees (Tempatan) Sdn Bhd 13,000,000 3.70 Skim Amanah Saham Bumiputera

3. HSBC Nominees (Asing) Sdn Bhd 10,571,400 3.01 HSBC-FS for Arisaig ASEAN Fund Limited

4. HSBC Nominees (Asing) Sdn Bhd 9,685,800 2.76 BNP Paribas SECS SVS LUX for Aberdeen Global

5. Amanah Raya Nominees (Tempatan) Sdn Bhd 9,299,200 2.65 Amanah Saham Wawasan 2020

6. Cartaban Nominees (Asing) Sdn Bhd 8,336,600 2.38 SSBT Fund D26J for Emerging Markets Global Small Capitalization Fund (TEMMUF)

7. Employees Provident Fund Board 8,011,300 2.28

8. HSBC Nominees (Asing) Sdn Bhd 6,505,970 1.85 BBH (LUX) SCA for Genesis Smaller Companies

9. HSBC Nominees (Asing) Sdn Bhd 5,052,600 1.44 HSBC-FS for Aberdeen Malaysia Equity Fund

10. Cartaban Nominees (Asing) Sdn Bhd 4,753,300 1.35 State Street London Fund XCB9 for Aberdeen Asian Smaller Companies Investment Trust PLC

11. HSBC Nominees (Tempatan) Sdn Bhd 4,277,000 1.22 Nomura Asset MGMT Malaysia for Employees Provident Fund

12. HSBC Nominees (Asing) Sdn Bhd 4,260,000 1.21 HSBC-FS I for Apollo Asia Fund Ltd

13. HSBC Nominees (Asing) Sdn Bhd 4,135,756 1.18 Exempt An for JPMorgan Chase Bank, National Association (JERSEY)

14. Syarikat Maluri Sdn Bhd 3,730,000 1.06

15. Mayban Nominees (Tempatan) Sdn Bhd 3,628,200 1.03 Aberdeen Asset Management Sdn Bhd for The Employees’ Provident Fund Board (250416)

16. HSBC Nominees (Asing) Sdn Bhd 3,500,000 1.00 Exempt An for JPMorgan Chase Bank, National Association (Norges Bank)


LIST OF 30 LARGEST SHAREHOLDERS (continued) as at 25 March 2009

No. Name of Shareholders No. of Shares % of Shares Held

17. SBB Nominees (Tempatan) Sdn. Bhd. 3,179,000 0.91 Employees Provident Fund Board

18. Malaysia Nominees (Tempatan) Sendirian Berhad 3,065,800 0.87 Great Eastern Life Assurance (Malaysia) Berhad (Par 1)

19. AMSEC Nominees (Tempatan) Sdn Bhd 3,033,600 0.87 Aberdeen Asset Management Sdn Bhd for Tenaga Nasional Berhad Retirement Benefi t Trust Fund (FM-Aberdeen)

20. Mayban Nominees (Tempatan) Sdn Bhd 3,015,000 0.86 Aberdeen Asset Management Sdn Bhd for Kumpulan Wang Persaraan (Diperbadankan) (FD 1-280305)

21. Cartaban Nominees (Asing) Sdn Bhd 2,837,200 0.81 Government of Singapore Investment Corporation Pte Ltd for Government of Singapore (C)

22. Amanah Raya Nominees (Tempatan) Sdn Bhd 2,800,000 0.80 Amanah Saham Didik

23. AMSEC Nominees (Tempatan) Sdn Bhd 2,528,700 0.72 AMTrustee Berhad for CIMB Islamic DALI Equity Growth Fund (UT-CIMB-DALI)

24. Permodalan Nasional Berhad 2,456,600 0.70

25. Amanah Raya Nominees (Tempatan) Sdn Bhd 2,407,300 0.69 Sekim Amanah Saham Nasional

26. Takuya Okada 2,400,000 0.68

27. Roshayati binti Basir 2,310,000 0.66

28. Rozilawati binti Haji Basir 2,310,000 0.66

29. HSBC Nominees (Asing) Sdn Bhd 1,655,500 0.47 Exempt An for JPMorgan Chase Bank, National Association (U.K.)

30. HSBC Nominees (Asing) Sdn Bhd 1,546,000 0.44 Exempt An for Danske Bank A/S (Client Holdings)

Total 313,301,826 89.26Total 313,301,826 89.26


PARTICULARS OF PROPERTIES Land/ Date of Approx. Tenure Net book Built-up Acquisition (A)/ age of (Year of value as at Description/ area Completion (C)/ building expiry for 31/12/2008Location Existing use (sq ft) Revaluation (R) (year) leasehold) (RM’000) Details of AEON’s properties as at 31 December 2008 are set out below:Lot 7041, Existing two-storey 200,316 February 1995 (R) 17 - 42,292Mukim of Bukit Baru, shopping centre District of Melaka Tengah, Extention/Renovation 179,989 10 ½ Melaka.

Lot 23551, Two-storey shopping 666,694 February 1995 (R) 16 ½ - 46,063Mukim of Setapak, centre and three-storey District and State of car park Wilayah Persekutuan.

Lot PT 21441, Two-storey shopping 691,414 October 1995 (C) 13 - 47,583Mukim of Kapar, centre and District of Klang, two-storey car park Selangor.

Lot 49045, Freehold land/ 377,490/ April 2002 (A)/ 6 ½ Freehold 28,028Mukim of Pulai, Two-storey shopping 483,299 August 2002 (C) District of Johor Bahru, centre including Johor. covered car park

Lot 62232, Two-storey shopping 906,497 January 2004 (C) 5 - 47,896Mukim Batu, centre and two-storey Daerah Kuala Lumpur, car park Wilayah Persekutuan.

Lot PTD 114179, Freehold land/ 1,308,035/ March 2004 (A)/ 3 Freehold 158,886Mukim of Tebrau, Three-storey shopping 1,468,693 January 2006 (C) District of Johor Bahru, centre and one-storey Johor. car park

Lot 3144, Freehold land/ 113,451/ April 2004 (A)/ 2 Freehold 66,768Mukim of Cheras, Two-storey shopping 893,819 December 2006 (C) District of Ulu Langat, centre and two-storey Selangor. car park

Lot PT 1019 Two-storey shopping 895,449 December 2008 (C) - - 82,637Mukim of Ulu Kelang, centre and two-storey District of Ulu Kelang, car park Kuala Lumpur.

Lot PTD 90606, Freehold land/ 1,645,697/ October 2007 (A)/ - Freehold 232,481Mukim of Pulai, Three-storey shopping 845,634 December 2008 (C)District of Johor Bahru, centre and one-storeyJohor. car park

Details of AEON’s prepaid lease payments as at 31 December 2008 are set out below:Lot 7041, Leasehold land 436,036 February 1995 (R) - 99 years 13,079Mukim of Bukit Baru, expiring on District of Melaka Tengah, Melaka.

Lot 23551, Leasehold land 368,516 February 1995 (R) - 95 years 38,471Mukim of Setapak, expiring on District and State of Wilayah Persekutuan.

Lot PT 21441, Leasehold land 643,753 June 1994 (A) - 99 years 16,354Mukim of Kapar, expiring on District of Klang, Selangor. Lot 62232, Leasehold land 410,815 January 2004 (C) - 99 years 40,375Mukim Batu, expiring on Daerah Kuala Lumpur, Wilayah Persekutuan. Lot PT 41977, Leasehold land 550,910 April 2004 (A) - 99 years 16,649Mukim of Cheras, expiring on District of Ulu Langat, Selangor.

Lot PT 1019, Leasehold land 631,620 March 2007 (A) - 87 years 60,787Mukim Ulu Kelang, expiring onDaerah Kuala Lumpur, Wilayah Persekutuan.

13,079

38,471

16,354

40,375

16,649

60,787

-

-

- - -

-

436,036 ,

368,516 ,

643,753 ,

410,815

550,910 ,

631,620

19/12/2089

28/3/2085

9/5/2093

25/8/2103

12/4/2103

5/4/2083


CENTRAL

JUSCO TAMAN MALURIJalan Jejaka, Taman Maluri,Cheras, 55100 Kuala Lumpur. Tel: 03-9285 5222

JUSCO TAMAN MALURI SHOPPING CENTRE Tel: 03-9200 1004

JUSCO WANGSA MAJUJalan R1, Seksyen 1, Bandar Baru Wangsa Maju, 53300 Kuala Lumpur. Tel: 03-4149 7666

ALPHA ANGLESHOPPING CENTRE Tel: 03-4149 5288

JUSCO BANDAR UTAMANo. 1, Leboh Bandar Utama, Bandar Utama, Damansara, 47800 Petaling Jaya, Selangor Darul Ehsan.Tel: 03-7726 6266

1 UTAMASHOPPING CENTRE Tel: 03-7726 6033

JUSCO MID VALLEYAT3 Mid Valley Megamall, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur. Tel:03-2284 4800

JUSCO BANDAR BARU KLANGPersiaran Bukit Raja 2,Bandar Baru Klang, 41150 Klang,Selangor Darul Ehsan.Tel: 03-3343 9366

BUKIT RAJASHOPPING CENTRE Tel: 03-3343 2166

JUSCO METRO PRIMANo. 1, Jalan Metro Prima, 52100 Kepong, Kuala Lumpur.Tel: 03-6257 2121

JUSCO METRO PRIMASHOPPING CENTRE Tel: 03-6259 1122

JUSCO BANDAR SUNWAYLg1.111, Sunway Pyramid,No.3, Jalan PJS 11/15, Bandar Sunway, 46150 Petaling Jaya,Selangor Darul Ehsan.Tel: 03-5637 3720

JUSCO BUKIT TINGGINo.1, Persiaran Batu Nilam 1/KS 6, Bandar Bukit Tinggi 2, 41200 Klang, Selangor Darul Ehsan.Tel: 03-3326 2330

AEON BUKIT TINGGI SHOPPING CENTRETel: 03-3326 2370

PASAR RAYA MAXVALUDAMANSARA DAMAIC-1-05, Park Avenue, Jalan PJU 10/1, PJU 10, Damansara Damai, 47830Petaling Jaya, Selangor Darul Ehsan.Tel: 03-6157 1432

PASAR RAYA MAXVALU PEARL POINTLot 1.0.49, Ground Floor,Pearl Point Shopping Mall,Jalan Klang Lama, 58000 Kuala Lumpur.Tel: 03-7982 0422

JUSCO CHERAS SELATAN Lebuh Tun Hussein Onn,43200 Balakong,Selangor Darul Ehsan.Tel: 03-9080 3018

AEON CHERAS SELATAN SHOPPING CENTRETel: 03-9080 3498

JUSCO TAMAN EQUINE No. 2, Jalan Equine,Taman Equine, Bandar Putra Permai,43300 Seri Kembangan, Selangor Darul Ehsan.Tel: 03-8941 3700

AEON TAMAN EQUINE SHOPPING CENTRETel: 03-7545 2700

JUSCO AU2 SETIAWANGSANo.6 Jalan Taman Setiawangsa (Jalan 37/56), AU2, Taman Keramat, 54200 Kuala Lumpur.Tel: 03-4257 8840

AEON AU2 SETIAWANGSA SHOPPING CENTRETel: 03-4257 2533

JUSCO STORES, SHOPPING CENTRES & MAXVALU

JUSCO BANDAR PUCHONGLot G40, IOI Mall, Batu 9, Jalan Puchong, Bandar Puchong Jaya, 47100 Puchong, Selangor Darul Ehsan.Tel: 03-8070 1200

NEGERI SEMBILANKUALA LUMPUR

MELAKA

PULAU PINANG

IPOH

JOHOR BAHRU


NORTHERN

SOUTHERN

JUSCO IPOHNo.2, Jalan Teh Lean Swee, Off Jalan Sultan Azlan Shah Utara, 31400 Ipoh, Perak Darul Ridzuan. Tel: 05-549 9633

KINTA CITY SHOPPING CENTRE Tel: 05-548 4668

JUSCO MELAKALeboh Ayer Keroh, 75450 Melaka. Tel: 06-232 4899

JUSCO MELAKA SHOPPING CENTRE Tel: 06-233 2988

JUSCO TAMANUNIVERSITINo. 4, Jalan Pendidikan, Taman Universiti, 81300 Skudai, Johor Darul Takzim.Tel: 07-521 8000

JUSCO TAMAN UNIVERSITI SHOPPING CENTRE Tel: 07-520 8700

JUSCO QUEENSBAY1F-61, Queensbay Mall,100, Persiaran Bayan Indah,11900 Bayan Lepas,Pulau Pinang.Tel: 04-641 3822

PASAR RAYA MAXVALUAMPANGPetronas Service Station, Jalan Kolam Ayer Lama, Taman Dato’ Ahmad Razali, 68000 Ampang Selangor.Tel: 03-4252 1601

PASAR RAYA MAXVALUDESA PARKCITYLot No. GF22, Ground Floor,The Waterfront @ Desa ParkCity,5, Persiaran Residen, Desa ParkCity, 52200 Kuala Lumpur.Tel: 03-6280 7790

JUSCO TEBRAU CITYNo 1, Jalan Desa Tebrau,Taman Desa Tebrau,81100 Johor Bahru, Johor Darul Takzim.Tel: 07-351 1110

AEON TEBRAU CITY SHOPPING CENTRE Tel: 07-352 2220

JUSCO SEREMBAN 2112, Persiaran S2 B1,Seremban 2, 70300 Seremban,Negeri Sembilan Darul Khusus.Tel: 06-601 5633

JUSCO SEREMBAN 2SHOPPING CENTRE Tel: 06-601 5618

JUSCO BUKIT INDAHNo. 8, Jalan Indah 15/2, Bukit Indah, 81200 Johor Bahru, Johor Darul Takzim. Tel: 07-236 8036

AEON BUKIT INDAH SHOPPING CENTRE Tel: 07-236 8071

JUSCO PERMAS JAYANo. 1, Jalan Permas Utara, Bandar Baru Permas Jaya, 81750 Johor Bahru, Johor Darul Takzim.Tel: 07-386 8900

JUSCO PERMAS JAYASHOPPING CENTRE Tel: 07-386 0600

JUSCO SEBERANG PRAI CITYJalan Perda Timur, 14000 Bukit Mertajam, Seberang Prai Tengah, Pulau Pinang. Tel: 04-538 8600

AEON SEBERANG PRAI CITY SHOPPING CENTRETel: 04-537 9022

PASAR RAYA MAXVALUKOTA KEMUNINGNo. 1-2G, Jalan Anggerik Vanilla T31/T, Kota Kemuning, Seksyen 31, 40460 Shah Alam, Selangor.Tel: 03-5122 1669

NEGERI SEMBILANKUALA LUMPUR

MELAKA

PULAU PINANG

JOHOR BAHRU

PULAU PINANG

IPOH

KUALA LUMPUR

JOHOR BAHRU

NEGERI SEMBILAN

MELAKA

IPOH


MILESTONES

1984 SEPTEMBER – JAYA JUSCO STORES SDN BHD established, in response to a request from the former Prime Minister Tun Dr Mahathir bin Mohamad, to help modernise the retailing industry in Malaysia.

1985 JUNE – The fi rst pilot store, JAYA JUSCO Dayabumi, opened. DECEMBER – The second pilot store, JAYA JUSCO Taman Tun, opened.

1989 JUNE – JAYA JUSCO Dayabumi closed. OCTOBER – The fi rst Superstore, JAYA JUSCO Taman Maluri, opened.

1990 JUNE – “Japan Management Training Programme” begun. NOVEMBER – 28 Malaysian students invited to Japan as “Ambassadors” through the ÆONÆON “1% Club” Programme.

1991 OCTOBER – JUSCO Melaka was opened and fully operated by Malaysian staff. – The ÆONÆON Group’s “Hometown Forest” programme was launched simultaneously at the inauguration of JUSCO Melaka.

1992 APRIL – JUSCO Wangsa Maju (Alpha Angle Shopping Centre), the fi rst Shopping Centre, opened.

1994 AUGUST – The Distribution Centre begun operations. OCTOBER – Japan Trainee Programme begun.

1995 JUNE – JAYA JUSCO Taman Tun Dr. Ismail closed. AUGUST – JUSCO Bandar Utama (1 Utama Shopping Centre) opened. OCTOBER – JUSCO Bandar Baru Klang (Bukit Raja Shopping Centre) opened.

1996 DECEMBER – JAYA JUSCO STORES BHD was listed on the Main Board of the KLSE.

1997 AUGUST – JUSCO Ipoh (Kinta City Shopping Centre) opened.

1998 DECEMBER – JUSCO Melaka Superstore was upgraded to a Shopping Centre.

1999 DECEMBER – JUSCO Mid Valley opened.

2000 DECEMBER – JUSCO Taman Maluri Superstore was upgraded to a Shopping Centre. – JUSCO Bandar Puchong opened.

2001 OCTOBER – Launch of WAOH Charity Fund / JUSCO Fest / JUSCO’s 17th Anniversary. NOVEMBER – 22 Malaysian students and 2 former participants from the 1990 batch were invited to Japan as ‘Ambassadors’ through the ÆONÆON “1% Club” Programme.

2002 APRIL – Establishment of JUSCO-OUM Retail Centre in Alpha Angle Shopping Centre, at Wangsa Maju. JULY – JUSCO Taman Universiti (JUSCO Taman University Shopping Centre) opened. – Japan Management Training Programme reactivated.

2003 JULY – WAOH Charity Bazaar. AUGUST – Smart Wonder World opened in JUSCO Taman Maluri. OCTOBER – JUSCO Home Centre opened in 1 Utama Shopping Centre. DECEMBER – 3,000 seedlings were planted in the vicinity of the JUSCO Permas Jaya store as part of ÆONÆON’s environmental campaign, ‘Planting Seeds of Growth’. – JUSCO Permas Jaya (JUSCO Permas Jaya Shopping Centre) opened.

2004 JANUARY – JUSCO Metro Prima Tree Planting Ceremony was held. 2,000 seedlings were planted. – JUSCO Metro Prima (JUSCO Metro Prima Shopping Centre) opened. JUNE – “With All Our Hearts” Charity Fund offi cially registered as the “With All Our Hearts” Malaysian JUSCO Foundation.


2004 SEPTEMBER – JAYA JUSCO STORES BHD offi cially changed name to AEON CO. (M) BHD. – JUSCO celebrated 20th Anniversary in Malaysia with Gala Dinner. – Offi cial launch of “With All Our Hearts” Malaysian JUSCO Foundation. – 30,000 seedlings planted in the Malaysia-Japan Friendship Forest, AEON Woodland, Paya Indah Wetlands. AUGUST – Company authorised share capital increased from RM100,000,000 to RM500,000,000. OCTOBER – Completed Bonus Issue (1:1) for 87,750,000 new Ordinary Shares.

2005 MARCH – AEON CO. (M) BHD. received a certifi cate of appreciation from the former Prime Minister Tun Dr Mahathir bin Mohamad for its tree planting activities. JULY – The 1st Annual WAOH Charity Gala Dinner was held. SEPTEMBER – JUSCO Seremban 2 Shopping Centre Tree Planting ceremony was held. 3,300 seedlings were planted. – JUSCO Seremban 2 (JUSCO Seremban 2 Shopping Centre) opened. OCTOBER – The fi rst PASAR RAYA J-One Supermarket in Damansara Damai opened. DECEMBER – AEON Tebrau City Shopping Centre Tree Planting ceremony was held. 6,000 seedlings were planted.

2006 JANUARY – JUSCO Tebrau City (AEON Tebrau City Shopping Centre) opened. APRIL – Change of fi nancial year end from February to December. JUNE – AEON Taman Equine Shopping Centre Tree Planting Ceremony held. 4,000 seedlings were planted. JULY – JUSCO Taman Equine (AEON Taman Equine Shopping Centre) opened. – PASAR RAYA J-One supermarket in Pearl Point opened. SEPTEMBER – Completion of Kinta City Shopping Centre sales and lease back. NOVEMBER – AEON Cheras Selatan Shopping Centre Tree Planting Ceremony held. 4,000 seedlings were planted. DECEMBER – JUSCO Queensbay opened. – JUSCO Cheras Selatan (AEON Cheras Selatan Shopping Centre) opened.

2007 JANUARY – Pasar Raya D’HATI name change ceremony (from J-One to D’HATI) held at Pearl Point Shopping Mall. JUNE – Replanting of trees at AEON Woodland. SEPTEMBER – Pasar Raya D’HATI Kota Kemuning offi cially opened. – JUSCO Bandar Sunway opened. OCTOBER – AEON Bukit Tinggi Shopping Centre Tree Planting Ceremony held. 5,085 seedlings were planted. DECEMBER – Pasar Raya MaxValu Desa ParkCity and Pasar Raya MaxValu Ampang offi cially opened. – JUSCO Bukit Tinggi (AEON Bukit Tinggi Shopping Centre) opened.

2008 JUNE – Completed Bonus Issue (1:1) for 175,500,000 new Ordinary Shares. JULY – AEON Careline was launched. – AEON Seberang Prai City Shopping Centre Tree Planting Ceremony held. 3,500 seedlings were planted. AUGUST – JUSCO Seberang Prai City (AEON Seberang Prai City Shopping Centre) opened. – Taman Asuhan Kanak-Kanak Asahi (TAKA) at Bandar Puchong Jaya opened. OCTOBER – 24th Anniversary Tree Planting at AEON Woodland. 2,400 seedlings were planted. NOVEMBER – AEON AU2 Setiawangsa Shopping Centre Tree Planting ceremony held. 4,600 seedlings were planted. DECEMBER – JUSCO AU2 Setiawangsa (AEON AU2 Setiawangsa Shopping Centre) opened. – AEON Bukit Indah Shopping Centre Tree Planting ceremony held. 3,000 seedlings were planted. – JUSCO Bukit Indah (AEON Bukit Indah Shopping Centre) opened.

SEPTEMBER AUGUST OCTOBER

MARCH JULY SEPTEMBER OCTOBER DECEMBER

JANUARY APRIL JUNE JULY SEPTEMBER NOVEMBER DECEMBER

JANUARY JUNE SEPTEMBER OCTOBER DECEMBER

JUNE JULY AUGUST OCTOBER NOVEMBER DECEMBER


NOTICE IS HEREBY GIVEN that the Twenty-Fourth Annual General Meeting of AEON CO. (M) BHD. will be held at Ballroom 1 and 2, Level 2, Hotel Nikko, 165 Jalan Ampang, 50450 Kuala Lumpur on Tuesday, 26 May 2009 at 10.30 a.m. for the following purposes:

AGENDA

AS ORDINARY BUSINESS

1. To receive and adopt the Audited Financial Statements for the fi nancial year ended 31 December 2008 together with the Reports of the Directors and Auditors thereon.

2. To declare a First and Final Dividend of 12% less 25% tax in respect of the fi nancial year ended 31 December 2008.

3. To approve the payment of Directors’ Fees for the fi nancial year ended 31 December 2008

4. To re-elect the following Directors retiring under Article 74 of the Articles of Association of the Company:

i) Mr. Tsutomu Kajita

ii) Mr. Nagahisa Oyama

iii) Datuk Ramli bin Ibrahim

iv) Brig Jen (B) Dato’ Mohamed Idris bin Saman

v) Datuk Zawawi bin Mahmuddin

vi) Mr. Naruhito Kuroda

5. To re-appoint Dato’ Abdullah bin Mohd Yusof as Director pursuant to Section 129 (6) of the Companies Act, 1965.

6. To re-appoint Dato’ Chew Kong Seng as Director pursuant to Section 129 (6) of the Companies Act, 1965.

7. To re-appoint Messrs KPMG Desa Megat & Co. as Auditors of the Company and to authorise the Directors to fi x their remuneration.

AS SPECIAL BUSINESS

To consider and, if thought fi t, to pass the following ordinary resolution :

8. PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR THE RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE”)

“THAT approval be and is hereby given to the Company, to enter and give effect to the recurrent related party transactions of a revenue or trading nature (hereinafter to be referred to as “Recurrent Transactions”) with the related parties as stated in Section 2.2 of the Circular to Shareholders dated 4 May 2009 which are necessary for the Company’s day-to-day operations subject further to the following:-

Ordinary Resolution 1












(i) the Recurrent Transactions contemplated are in the ordinary course of business and on terms which are not more favourable to related parties than those generally available to the public, and are not to the detriment of the minority shareholders;


NOTICE OF ANNUAL GENERAL MEETING


(a) the conclusion of the next Annual General Meeting of the Company following the forthcoming Annual General Meeting of the Company at which the Proposed Renewal of Shareholders’ Mandate is approved, at which time it will lapse unless by a resolution passed at the Annual General Meeting the mandate is again renewed;

(b) the expiration of the period within which the next Annual General Meeting of the Company after the date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extensions as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or

(c) revoked or varied by resolution passed by the shareholders in general meeting,

whichever is the earlier; and

(ii) the approval is subject to annual renewal and shall only continue to be in force until:-

(iii) the disclosure of the breakdown of the aggregate value of the Recurrent Transactions conducted pursuant to the Proposed Renewal of Shareholders’ Mandate in the Annual Report of the Company based on the following information:-

(a) the type of Recurrent Transactions entered into; and

(b) the names of the related parties involved in each type of the Recurrent Transactions entered into and their relationship with the Company.

AND THAT the Directors of the Company be and are hereby authorised to do all acts and things to give full effect to the Recurrent Transactions contemplated and/or authorised by this resolution, as the Directors of the Company, in their absolute discretion, deem fi t.”

AS SPECIAL BUSINESS (continued)


NOTICE OF DIVIDEND PAYMENT

STATEMENT ACCOMPANYING NOTICE OF TWENTY-FOURTH ANNUAL GENERAL MEETINGPursuant to the Paragraph 8.28(2) of the Bursa Securities Listing Requirements appended hereunder is:a) Further details of Directors standing for re-election or re-appointment

Details of Directors seeking for re-election or re-appointment are set out in Directors’ Profi les appearing on pages 22 to 24 of the Annual Report for fi nancial year ended 31 December 2008.


NOTICE IS HEREBY GIVEN THAT, subject to the approval of shareholders at the Twenty-Fourth Annual General Meeting, a First and Final Dividend of 12% less 25% tax in respect of the fi nancial year ended 31 December 2008 will be paid to shareholders on 19 August 2009. The entitlement date for the said dividend shall be 21 July 2009.

A Depositor shall qualify for entitlement to the Dividend only in respect of :(a) Shares transferred to the Depositor’s securities account before 4.00 p.m. on 21 July 2009 in respect of transfers.(b) Shares bought on Bursa Malaysia Securities Berhad on cum entitlement basis according to the Rules of Bursa Malaysia

Securities Berhad.

BY ORDER OF THE BOARD

TAI YIT CHAN (MAICSA 7009143)WONG LAI KUAN (MAICSA 7032123)SecretariesDate: 4 May 2009

NOTES :

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 (“the Act”) shall not apply.

2. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting, provided that the provisions of Section 149(1)(c) of the Act are complied with.

3. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifi es the proportions of his shareholdings to be represented by each proxy.

4. The instrument appointing a proxy must be deposited at the Registered Offi ce of the Company at 3rd Floor, Jusco Taman Maluri Shopping Centre, Jalan Jejaka, Taman Maluri, Cheras, 55100 Kuala Lumpur not less than 48 hours before the time set for holding the meeting.

5. If the appointor is a corporation, the instrument appointing a proxy must be executed under its Common Seal or under the hand of its attorney.

6. Explanatory Note on the Special BusinessOrdinary Resolution 13 on the Proposed Renewal of Shareholders’ Mandate

The Ordinary Resolution 13 proposed, if passed, will empower the Directors from the date of the Twenty-Fourth Annual General Meeting, to deal with the related party transactions involving recurrent transactions of a revenue or trading nature which are necessary for the Company’s day-to-day operations. These recurrent related party transactions are in the ordinary course of business and are on terms not more favourable to the related parties than those generally available to the public and not to the detriment of the minority shareholders. This authority unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company and subject always to provision (ii) of the resolution. The details of the recurrent related party transactions are set out in the Circular to the Shareholders dated 4 May 2009, which is despatched together with this Annual Report.

PROXY FORM

I/We,.................................................................................................(name of shareholder as per NRIC, in capital letters) IC No./ID No./Company No…..……………………………………………..(new) ……………………………………………..(old) of………………………………………………………..….........................................................................................(full address) being a member(s) of the abovenamed Company, hereby appoint……………………………………....................................(name of proxy as per NRIC, in capital letters) IC No. …………………………………………….. (new)………………………(old) of …………………………………………………………………………..............................................................(full address) or failing him/her ……………………………………………………………………………… (name of proxy as per NRIC, in capital letters) IC No.………………………………………… (new) ……………………………………… (old) of ………………………………………………………………………………………………………………………………………………………………………… (full address) as my/our proxy to vote for me/us and on my/our behalf at the Twenty-Fourth Annual General Meeting of the Company, to be held at Ballroom 1 and 2, Level 2, Hotel Nikko, 165 Jalan Ampang, 50450 Kuala Lumpur on Tuesday, 26 May 2009 at 10.30 a.m., and at any adjournment thereat.

My/our proxy is to vote as indicated below:

[Please indicate with an “X” in the spaces provided whether you wish your votes to be cast for or against the resolutions. In the absence of specifi c directions, your proxy will vote or abstain as he/she thinks fi t.]

........................................................

Signature of Shareholder or Common Seal

Dated this ............. day of ................................ 2009

NOTES :1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy may but need not be a member

of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 (“the Act”) shall not apply.2. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting, provided that the provisions of Section 149(1)(c) of the Act are complied with.3. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifi es the proportions of his shareholdings to be represented by each proxy.4. The instrument appointing a proxy must be deposited at the Registered Offi ce of the Company at 3rd Floor, Jusco Taman Maluri Shopping Centre, Jalan Jejaka, Taman

Maluri, Cheras, 55100 Kuala Lumpur not less than 48 hours before the time set for holding the meeting. 5. If the appointor is a corporation, the instrument appointing a proxy must be executed under its Common Seal or under the hand of its attorney.

AEON CO. (M) BHD. (126926-H)(Incorporated in Malaysia)

No. Resolution For Against

ORDINARY BUSINESS

Ordinary Resolution 1 Adoption of Audited Financial Statements and Reports for the fi nancial year ended 31 December 2008

Ordinary Resolution 2 Declaration of a First and Final Dividend of 12% less 25% tax in respect of the fi nancial year ended 31 December 2008

Ordinary Resolution 3 Approval of Directors’ Fees for the fi nancial year ended 31 December 2008

Ordianry Resolution 4 Re-election of Mr. Tsutomu Kajita

Ordinary Resolution 5 Re-election of Mr. Nagahisa Oyama

Ordinary Resolution 6 Re-election of Datuk Ramli bin Ibrahim

Ordinary Resolution 7 Re-election of Brig Jen (B) Dato’ Mohamed Idris bin Saman

Ordinary Resolution 8 Re-election of Datuk Zawawi bin Mahmuddin

Ordinary Resolution 9 Re-election of Mr. Naruhito Kuroda

Ordinary Resolution 10 Re-appointment of Dato’ Abdullah bin Mohd Yusof as Director persuant to Section 129 (6) of the Companies Act, 1965

Ordinary Resolution 11 Re-appointment of Dato’ Chew Kong Seng as Director pursuant to Section 129 (6) of the Companies Act, 1965

Ordinary Resolution 12 Re-appointment of Messrs KPMG Desa Megat & Co. as Auditors of the Company and to authorise the Directors to fi x their remuneration

SPECIAL BUSINESS

Ordinary Resolution 13 Proposed Renewal of the Existing Shareholders’ Mandate for the Recurrent Related Party Transactions of a Revenue or Trading Nature

No. of Shares

CDS Account No.

For appointment of two proxies, percentage of shareholdings to be represented by the proxies:

No. of shares PercentageProxy 1 %

Proxy 2 %

Total 100%


Place StampHere

The Company Secretary:AEON CO. (M) BHD. (Company No. 126926-H)

3rd Floor, Jusco Taman Maluri Shopping Centre,Jalan Jejaka, Taman Maluri,Cheras, 55100 Kuala Lumpur.

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