table of contents
Transcription
table of contents
AEON CO. (M) BHD. ( 126926 - H ) TABLE OF CONTENTS 04 05 06 07 08 09 10 12 13 14 New Store Opening in Seremban 2, Negeri Sembilan New Store Opening in Johor Bahru, Johor New Supermarket Concept Successful In-House Brands Tree Planting Ceremonies 20th Anniversary Tree Planting Progress Caring For Society Recognition of Excellence Human Resource Management Customer Service Enhancement 15 16 17 18 20 21 24 25 28 An Introduction to ÆON Corporate Information and Directory, Corporate Calendar Share Price Five Years Financial Highlights Board of Directors Directors’ Profiles Senior Management Chairman’s Statement Review of Operations 36 40 42 43 44 Statement on Corporate Governance Terms of Reference of Audit Committee The Audit Committee Statement on Internal Control Other Information 46 49 50 51 52 53 68 Directors’ Report Balance Sheet Income Statement Statement of Changes in Equity Cash Flow Statement Notes to the Financial Statements Statement by Directors Statutory Declaration Report of the Auditors CORPORATE GOVERNANCE FINANCIAL STATEMENTS 69 OTHERS 70 71 73 74 75 76 77 79 80 81 Analysis of Shareholdings List of 30 Largest Shareholders Particulars of Properties JUSCO Stores & Shopping Centers Directory Hightlights of the Year Milestones Notice of Annual General Meeting Notice of Dividend Payment Statement Accompanying Notice of Twenty-First Annual General Meeting Proxy Form AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) New Store Opening in Seremban 2, Negeri Sembilan 04 SEREMBAN FOLKS EAGERLY EMBRACE JUSCO SEREMBAN 2 New Store Opening in Johor Bahru, Johor AEON CO. (M) BHD. offers shoppers a fresh, fun and more convenient way to experience great brands and smart prices with the grand opening of the JUSCO Seremban 2 Shopping Center, the very first community shopping center in Seremban. The soft opening was held on 26 September 2005 while the grand opening was held on 30 September 2005 and officiated by The Mentri Besar of Negeri Sembilan, Y. A. B. Dato’ Seri Utama Hj Mohamad bin Hj Hasan. The grand opening kicked-off with rewarding shopping promotions and fun-filled activities for the whole family. With a net lettable area of approximately 395,000 square feet, Standing tall, the brand new AEON Tebrau City Shopping Center opens its doors on 4 January 2006 with a soft opening, bringing world-class shopping, dining and entertainment under one roof to the city. The grand opening was held on 12 January 2006 and officiated by Minister of Information, YB Datuk Seri Panglima Abdul Kadir bin Hj. Sheikh Fadzir. AEON CO. (M) BHD. is proud that Johoreans now have access to what their cousins up north and down south have long enjoyed, right here at home - an international-level shopping center on par with those in Kuala Lumpur and Singapore. AEON JUSCO Seremban 2 Shopping Center is an innovatively designed shopping center with 100 tenants in two levels of retail space and 1,300 parking lots. Reflecting the concept of “Community Shopping Center”, JUSCO Seremban 2 Shopping Center has something for everyone. At the Ground Floor is the ever convenient supermarket, a string of fast food chains, fashion stores, the popular JUSCO Home Centre and so much more. On the First Floor is a shoppers’ haven for apparel for all ages, toys, beauty products, an entertainment zone, gift ideas, cineplex for movie goers and lots more to cater to every need. 'ROUND&LOOR &IRST&LOOR JUSCO TEBRAU CITY SPARKLES IN JOHOR Tebrau City Shopping Center covers over 30 acres, with a net lettable area of approximately 690,000 square feet, encompassing 200 tenants and 3,800 parking lots, making it AEON’s biggest shopping center in Malaysia and one of Johor Bahru’s largest with JUSCO departmental store and supermarket as the main attraction. It was conceptualised as an all-inone integrated shopping center, and its three floors have been divided into three concept “zones”, each with its own attractions. JUSCO Tebrau City is AEON CO. (M) BHD.’s 13th store in Malaysia and the third in Johor. BLE 0ERISHA ' ' ' Ground Floor ' ' ' ' ' (ARRIS "OOK 3TORE ' ' ' ' '' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' RY 'ROCE OD &O .ON ' ' '' #ENTRE#OURT ' ' ' ' ' ' ' ' ' ' ' ' ' ' ,ADIES & & 1st Floor & & & & 3EN1 2OZEL & 6/)$ & & & & & & & & & & & & & & & & & & & & & & & & & & 6/)$ & 6/)$ & & & & & & & & 6/)$ & & & 6/)$ 6/)$ 6/)$ 6/)$ & & & & & & & & & & & & & & S -EN ,ADIES & & & & & T 3MAR R 7ONDE A !REN 3 2nd Floor 3 3 3 3 33 6/)$ 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 7ORLD 3 3 3 3 3 A 3 A 3 3 +IDS 3 3 3 3 3 "ABY 3 3 3 6/)$ 6/)$ 6/)$ 3 3 3 6/)$ 6/)$ 33 3 3 3 6/)$ 6/)$ 3 33 'OL S -EN 3 4'6 S -EN L 4RAVE 3PORTS F & 3 3 3 4OYS NERY NERY 3TATIO 3TATIO RE &URNITU EN +ITCH NG $INI R )NTERIO ING "EDD *#!2$ 3ERVICE #OUNTER 05 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) New Store Opening in Seremban 2, Negeri Sembilan 04 SEREMBAN FOLKS EAGERLY EMBRACE JUSCO SEREMBAN 2 New Store Opening in Johor Bahru, Johor AEON CO. (M) BHD. offers shoppers a fresh, fun and more convenient way to experience great brands and smart prices with the grand opening of the JUSCO Seremban 2 Shopping Center, the very first community shopping center in Seremban. The soft opening was held on 26 September 2005 while the grand opening was held on 30 September 2005 and officiated by The Mentri Besar of Negeri Sembilan, Y. A. B. Dato’ Seri Utama Hj Mohamad bin Hj Hasan. The grand opening kicked-off with rewarding shopping promotions and fun-filled activities for the whole family. With a net lettable area of approximately 395,000 square feet, Standing tall, the brand new AEON Tebrau City Shopping Center opens its doors on 4 January 2006 with a soft opening, bringing world-class shopping, dining and entertainment under one roof to the city. The grand opening was held on 12 January 2006 and officiated by Minister of Information, YB Datuk Seri Panglima Abdul Kadir bin Hj. Sheikh Fadzir. AEON CO. (M) BHD. is proud that Johoreans now have access to what their cousins up north and down south have long enjoyed, right here at home - an international-level shopping center on par with those in Kuala Lumpur and Singapore. AEON JUSCO Seremban 2 Shopping Center is an innovatively designed shopping center with 100 tenants in two levels of retail space and 1,300 parking lots. Reflecting the concept of “Community Shopping Center”, JUSCO Seremban 2 Shopping Center has something for everyone. At the Ground Floor is the ever convenient supermarket, a string of fast food chains, fashion stores, the popular JUSCO Home Centre and so much more. On the First Floor is a shoppers’ haven for apparel for all ages, toys, beauty products, an entertainment zone, gift ideas, cineplex for movie goers and lots more to cater to every need. 'ROUND&LOOR &IRST&LOOR JUSCO TEBRAU CITY SPARKLES IN JOHOR Tebrau City Shopping Center covers over 30 acres, with a net lettable area of approximately 690,000 square feet, encompassing 200 tenants and 3,800 parking lots, making it AEON’s biggest shopping center in Malaysia and one of Johor Bahru’s largest with JUSCO departmental store and supermarket as the main attraction. It was conceptualised as an all-inone integrated shopping center, and its three floors have been divided into three concept “zones”, each with its own attractions. JUSCO Tebrau City is AEON CO. (M) BHD.’s 13th store in Malaysia and the third in Johor. BLE 0ERISHA ' ' ' Ground Floor ' ' ' ' ' (ARRIS "OOK 3TORE ' ' ' ' '' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' RY 'ROCE OD &O .ON ' ' '' #ENTRE#OURT ' ' ' ' ' ' ' ' ' ' ' ' ' ' ,ADIES & & 1st Floor & & & & 3EN1 2OZEL & 6/)$ & & & & & & & & & & & & & & & & & & & & & & & & & & 6/)$ & 6/)$ & & & & & & & & 6/)$ & & & 6/)$ 6/)$ 6/)$ 6/)$ & & & & & & & & & & & & & & S -EN ,ADIES & & & & & T 3MAR R 7ONDE A !REN 3 2nd Floor 3 3 3 3 33 6/)$ 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 7ORLD 3 3 3 3 3 A 3 A 3 3 +IDS 3 3 3 3 3 "ABY 3 3 3 6/)$ 6/)$ 6/)$ 3 3 3 6/)$ 6/)$ 33 3 3 3 6/)$ 6/)$ 3 33 'OL S -EN 3 4'6 S -EN L 4RAVE 3PORTS F & 3 3 3 4OYS NERY NERY 3TATIO 3TATIO RE &URNITU EN +ITCH NG $INI R )NTERIO ING "EDD *#!2$ 3ERVICE #OUNTER 05 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) Successful In-House Brands New Supermarket Concept AN INTRODUCTION TO AEON’S IN-HOUSE BRANDS THE NEW JUSCO J-ONE SUPERMARKET 3UNGAI"ULOH )NTERCHANGE 3IERRAMAS *LN3G"ULOH 4OLL *LN+EPONG "ANDAR 3RI$AMANSARA .O $AMANSARA (IGRTH3O $AMAI HW UTH AY ,$0 to Sunday. At approximately 9,400 square feet and as the main tenant at Park Avenue Condominium, JUSCO J-One Supermarket serves customers with a wide range of daily necessities that include fresh produce such as vegetables, local and imported fruits, frozen food, dairy products, dry grocery items, household needs such as cleaning products, cooking accessories, stationery and a food court. 4O+, 0ASAR2AYA 4OLL 3UBANG .+6% AEON CO. (M) BHD. officially opened another exciting supermarket concept store on 21 October 2005. With a focus on convenience and affordable prices, JUSCO J-One Supermarket is located at Damansara Damai and offers the residents of Park Avenue Condominium and its surrounding communities a new, convenient and rewarding shopping experience with convenient opening hours from 7 am to 11 pm from Monday $AMANSARA 0ERDANA 0ENCHALA ,INK 5NDER #ONSTRUCTION 5TAMA TO0*+, 4AMAN4UN $R)SMAIL This range ORANGE SORBET is a brand name that comprises captures the sweet mainly young flavours of a pre-teen girl’s life. Hence and cool tees, jeans and other casual it is the perfect name for cool, teenage apparels for the chic ladies. attire that reflects the easygoing lifestyle of youths! ORANGE SORBET Contemporary gets young ladies ready for a brand blouses, jackets, new fashion sensation! pants and skirts SAM is made up of cool street wear that’s perfect for hanging out with college mates and friends. Sporty, trendy look for the 4-10 year olds.This brand has a seamless range of apparel that boost the athletic charm of your pride and joy! 06 ARCADIA caters to women who prefer sophisticated elegance in the form of floral prints and ethnic patterns. This range gives urban ladies a delightful variety of attractive handbags and shoes suitable for that reveal the poise and charm of formal and casual occasions. the millennium’s capable ladies. This brand features everyday products like ti:zed provides modern groceries, food items, casuals for the family cookware, household and fabric who appreciates fuss-free cleaners, stationery and bedding, fashion. It has a great variety of simple among others. With its amazing yet fun designs to accommodate an range of quality products, JUSCO active lifestyle, giving you comfortable SELECTION offers good quality and apparel which you will enjoy co- value-for-money products for the Malaysian families! ordinating with the whole family. 07 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) Successful In-House Brands New Supermarket Concept AN INTRODUCTION TO AEON’S IN-HOUSE BRANDS THE NEW JUSCO J-ONE SUPERMARKET 3UNGAI"ULOH )NTERCHANGE 3IERRAMAS *LN3G"ULOH 4OLL *LN+EPONG "ANDAR 3RI$AMANSARA .O $AMANSARA (IGRTH3O $AMAI HW UTH AY ,$0 to Sunday. At approximately 9,400 square feet and as the main tenant at Park Avenue Condominium, JUSCO J-One Supermarket serves customers with a wide range of daily necessities that include fresh produce such as vegetables, local and imported fruits, frozen food, dairy products, dry grocery items, household needs such as cleaning products, cooking accessories, stationery and a food court. 4O+, 0ASAR2AYA 4OLL 3UBANG .+6% AEON CO. (M) BHD. officially opened another exciting supermarket concept store on 21 October 2005. With a focus on convenience and affordable prices, JUSCO J-One Supermarket is located at Damansara Damai and offers the residents of Park Avenue Condominium and its surrounding communities a new, convenient and rewarding shopping experience with convenient opening hours from 7 am to 11 pm from Monday $AMANSARA 0ERDANA 0ENCHALA ,INK 5NDER #ONSTRUCTION 5TAMA TO0*+, 4AMAN4UN $R)SMAIL This range ORANGE SORBET is a brand name that comprises captures the sweet mainly young flavours of a pre-teen girl’s life. Hence and cool tees, jeans and other casual it is the perfect name for cool, teenage apparels for the chic ladies. attire that reflects the easygoing lifestyle of youths! ORANGE SORBET Contemporary gets young ladies ready for a brand blouses, jackets, new fashion sensation! pants and skirts SAM is made up of cool street wear that’s perfect for hanging out with college mates and friends. Sporty, trendy look for the 4-10 year olds.This brand has a seamless range of apparel that boost the athletic charm of your pride and joy! 06 ARCADIA caters to women who prefer sophisticated elegance in the form of floral prints and ethnic patterns. This range gives urban ladies a delightful variety of attractive handbags and shoes suitable for that reveal the poise and charm of formal and casual occasions. the millennium’s capable ladies. This brand features everyday products like ti:zed provides modern groceries, food items, casuals for the family cookware, household and fabric who appreciates fuss-free cleaners, stationery and bedding, fashion. It has a great variety of simple among others. With its amazing yet fun designs to accommodate an range of quality products, JUSCO active lifestyle, giving you comfortable SELECTION offers good quality and apparel which you will enjoy co- value-for-money products for the Malaysian families! ordinating with the whole family. 07 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) Tree Planting Ceremonies 20th Anniversary Tree Planting Progress GIVING BACK TO SOCIETY THROUGH POSITIVE COMMUNITY-FOCUSED INITIATIVES AEON WOODLAND AT PAYA INDAH WETLANDS JUSCO Seremban 2 Shopping Center Paya Indah Wetlands AEON CO. (M) BHD. continued its tradition with a Tree Planting Ceremony on 29 August 2005 in conjunction with the opening of its 12th store, JUSCO Seremban 2. The ceremony was officiated by The Mentri Besar of Negeri Sembilan, Y. A. B. Dato’ Seri Utama Hj Mohamad bin Hj Hasan. The event saw community participation of approximately 2,000 volunteers comprising AEON customers, school children and teachers, nature lovers, government agencies, NGOs and AEON staff who altogether planted 3,300 saplings. This “Tree Planting Ceremony” at JUSCO Seremban 2 signifies the start of a lasting relationship between AEON and the people of Seremban. of Honour, State Secretary of Johor, YB Dato’ Hj. Mohd Razali bin. Mahusin joined approximately 850 volunteers comprising AEON customers, J CARD members, suppliers, local residents, NGOs, army personnel and AEON staff to plant 6,000 saplings. The AEON Tebrau City Shopping Center tree planting ceremony signifies the deepening relationship between AEON Tebrau City AEON and the people of Johor. It also Shopping Center The traditional Tree Planting Ceremony demonstrates our commitment to was held on 10 December 2005 prior give back to society through positive to the opening of our 13th store. Guest community-focused initiatives. In commemoration with JUSCO’s 20 years in Malaysia, AEON CO. (M) BHD. held a tree planting ceremony on 15 September 2004 at Paya Indah Wetlands to honour its commitment in contributing towards nature preservation in Malaysia. In helping to green the earth, ÆON Co., Ltd. in Japan started the ÆON Environment Foundation since 1991. It has sponsored tree-planting activities in Sudan (Africa) and around the Great Wall of China. To date, more than 5 million trees have been planted around the world by the foundation. AEON CO. (M) BHD. has since then held tree-planting activities in conjunction with new openings of its shopping centers. A visit to Malaysia by representatives of ÆON Environment Foundation to our Japan Friendship Forest AEON WOODLAND, Paya Indah was held in August last year. The purpose of this visit was to review the progress of the area since the tree planting a year ago by AEON staff, invited customers, business associates and volunteers from Japan to mark its 20th Anniversary in Malaysia. AEON Woodland is now maturing with greenery and a big thank you to all involved in the tree planting activity at Paya Indah Wetlands in Dengkil, Selangor. JUSCO Seremban 2 Shopping Center Tree Planting. Year 2004 JUSCO Seremban 2 Shopping Center Tree Planting. Year 2005 TebrauTebrau AEON City Tree CityPlanting. Shopping Center Tree Planting. AEON Tebrau City Shopping Center Tree Planting. 08 Year 2006 09 9 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) Tree Planting Ceremonies 20th Anniversary Tree Planting Progress GIVING BACK TO SOCIETY THROUGH POSITIVE COMMUNITY-FOCUSED INITIATIVES AEON WOODLAND AT PAYA INDAH WETLANDS JUSCO Seremban 2 Shopping Center Paya Indah Wetlands AEON CO. (M) BHD. continued its tradition with a Tree Planting Ceremony on 29 August 2005 in conjunction with the opening of its 12th store, JUSCO Seremban 2. The ceremony was officiated by The Mentri Besar of Negeri Sembilan, Y. A. B. Dato’ Seri Utama Hj Mohamad bin Hj Hasan. The event saw community participation of approximately 2,000 volunteers comprising AEON customers, school children and teachers, nature lovers, government agencies, NGOs and AEON staff who altogether planted 3,300 saplings. This “Tree Planting Ceremony” at JUSCO Seremban 2 signifies the start of a lasting relationship between AEON and the people of Seremban. of Honour, State Secretary of Johor, YB Dato’ Hj. Mohd Razali bin. Mahusin joined approximately 850 volunteers comprising AEON customers, J CARD members, suppliers, local residents, NGOs, army personnel and AEON staff to plant 6,000 saplings. The AEON Tebrau City Shopping Center tree planting ceremony signifies the deepening relationship between AEON Tebrau City AEON and the people of Johor. It also Shopping Center The traditional Tree Planting Ceremony demonstrates our commitment to was held on 10 December 2005 prior give back to society through positive to the opening of our 13th store. Guest community-focused initiatives. In commemoration with JUSCO’s 20 years in Malaysia, AEON CO. (M) BHD. held a tree planting ceremony on 15 September 2004 at Paya Indah Wetlands to honour its commitment in contributing towards nature preservation in Malaysia. In helping to green the earth, ÆON Co., Ltd. in Japan started the ÆON Environment Foundation since 1991. It has sponsored tree-planting activities in Sudan (Africa) and around the Great Wall of China. To date, more than 5 million trees have been planted around the world by the foundation. AEON CO. (M) BHD. has since then held tree-planting activities in conjunction with new openings of its shopping centers. A visit to Malaysia by representatives of ÆON Environment Foundation to our Japan Friendship Forest AEON WOODLAND, Paya Indah was held in August last year. The purpose of this visit was to review the progress of the area since the tree planting a year ago by AEON staff, invited customers, business associates and volunteers from Japan to mark its 20th Anniversary in Malaysia. AEON Woodland is now maturing with greenery and a big thank you to all involved in the tree planting activity at Paya Indah Wetlands in Dengkil, Selangor. JUSCO Seremban 2 Shopping Center Tree Planting. Year 2004 JUSCO Seremban 2 Shopping Center Tree Planting. Year 2005 TebrauTebrau AEON City Tree CityPlanting. Shopping Center Tree Planting. AEON Tebrau City Shopping Center Tree Planting. 08 Year 2006 09 9 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) Caring for Society AEON ENGAGES IN A SERIES OF COMMUNITY PROJECTS Siti Dazzles Orphans From 40 orphans from around Johor WAOH Malaysian JUSCO Foundation Bahru. She performed a few of was responsible for purchasing the Negeri Sembilan The “Majlis Bersama Siti Nurhaliza” event was held at JUSCO Seremban 2 Shopping Center on 26 December 2005. Aimed at spicing up the year-end school holidays, Siti’s presence delighted orphans from 4 different orphanages in Negeri Sembilan. Siti also gave out souvenirs such as school bags and stationery to the orphans. At the end of the event, all orphans were treated to a delicious lunch at the McDonald’s outlet in JUSCO Seremban 2 Shopping Center. Siti Does Charity At AEON Tebrau City Shopping Center On 22 January 2006, the ambassador for the “With All Our Hearts” (WAOH) Malaysian JUSCO Foundation, Siti Nurhaliza shared a memorable time with her popular songs followed by the distribution of goodie bags to the orphans. The cuddly “With All Our Hearts” Charity Bears were also sold to the public to raise funds for the WAOH Malaysian JUSCO Foundation during the event. The event received an overwhelming response from the public. Malaysian JUSCO Foundation Hands Over The “Rumah Tunas Harapan Sepenuh Hati” The first “Rumah Tunas Harapan Sepenuh Hati”, sponsored by the “With All Our Hearts” (WAOH) Malaysian JUSCO Foundation was handed over to the Social Welfare Department Malaysia on 13 April 2006. Minister of Women, Family and Community Development, Yang Berhormat Dato’ Seri Shahrizat Bt. Abd Jalil officiated the ceremony. The house and renovating it, as well as procuring all the home appliances and household items. The “Rumah Tunas Harapan Sepenuh Hati” was also provided with furniture donated by LCL Furniture Sdn. Bhd.’s Sport and Welfare Club, in the hope of letting the children live in a comfortable and conducive environment. The Malaysian JUSCO Foundation’s primary responsibility is to raise funds through various means including organising special events. To date, it has raised and donated over RM1.9 million to various organisations and needy individuals. Educational Visit at JUSCO Stores 40 primary students of SK Seri Suria visited JUSCO Taman Maluri, Cheras for an educational visit. The event was held under AEON CO. (M) BHD.’s School Visit Programme introduced two years’ ago as part of its corporate citizen activity. The aim is to equip children with knowledge of the retail business and make them understand the value of money and subsequently learn about budgeting, money management and independence. At least two visits were arranged every month, each time featuring one of the thirteen JUSCO stores in the country. A total of 22 schools have been involved in the program so far. Telok Pulai, Klang, won the first prize with their remarkable dance performance while Sekolah Kebangsaan Puchong Perdana emerged as the first runner-up. The winning team walked home with a trophy, a champion award plaque, RM3,000 worth of JUSCO vouchers, a RM500 hamper and a certificate of participation. The second team won the first runnerup award plaque, RM2,000 worth of vouchers, a RM300 hamper and a certificate of participation. Malaysia, AEON outlets will conduct Gotong-Royong projects with their neighbouring communities every 22nd of March, June, September and December in 2006. The projects include painting walls, repairing defective facilities and gardening. Some of the organisations that have benefited from these meaningful projects are Kompleks Anak Yatim Darul Kifayah in Jalan Ipoh, Sekolah Rendah Section 2 in Wangsa Maju and Rumah Ilham Yayasan Anakanak Yatim Pinggir in Taman Tun Dr. Ismail, Kuala Lumpur. The Cultural Dance Competition Giving Back To The Community Through The Cultural Dance Competition Gotong-Royong for primary school children was successfully held in Alpha Angle Shopping Center on 24 September 2005. The event was sponsored by AEON CO. (M) BHD. with the support of the Ministry of Education. Sekolah Kebangsaan As a responsible corporate citizen, AEON CO. (M) BHD. has plans to embark on quarterly basis GotongRoyong projects that involve the participation of community members surrounding its outlets. In commemorating AEON’s 22nd year in Buka Puasa Siti at S2 10 11 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) Caring for Society AEON ENGAGES IN A SERIES OF COMMUNITY PROJECTS Siti Dazzles Orphans From 40 orphans from around Johor WAOH Malaysian JUSCO Foundation Bahru. She performed a few of was responsible for purchasing the Negeri Sembilan The “Majlis Bersama Siti Nurhaliza” event was held at JUSCO Seremban 2 Shopping Center on 26 December 2005. Aimed at spicing up the year-end school holidays, Siti’s presence delighted orphans from 4 different orphanages in Negeri Sembilan. Siti also gave out souvenirs such as school bags and stationery to the orphans. At the end of the event, all orphans were treated to a delicious lunch at the McDonald’s outlet in JUSCO Seremban 2 Shopping Center. Siti Does Charity At AEON Tebrau City Shopping Center On 22 January 2006, the ambassador for the “With All Our Hearts” (WAOH) Malaysian JUSCO Foundation, Siti Nurhaliza shared a memorable time with her popular songs followed by the distribution of goodie bags to the orphans. The cuddly “With All Our Hearts” Charity Bears were also sold to the public to raise funds for the WAOH Malaysian JUSCO Foundation during the event. The event received an overwhelming response from the public. Malaysian JUSCO Foundation Hands Over The “Rumah Tunas Harapan Sepenuh Hati” The first “Rumah Tunas Harapan Sepenuh Hati”, sponsored by the “With All Our Hearts” (WAOH) Malaysian JUSCO Foundation was handed over to the Social Welfare Department Malaysia on 13 April 2006. Minister of Women, Family and Community Development, Yang Berhormat Dato’ Seri Shahrizat Bt. Abd Jalil officiated the ceremony. The house and renovating it, as well as procuring all the home appliances and household items. The “Rumah Tunas Harapan Sepenuh Hati” was also provided with furniture donated by LCL Furniture Sdn. Bhd.’s Sport and Welfare Club, in the hope of letting the children live in a comfortable and conducive environment. The Malaysian JUSCO Foundation’s primary responsibility is to raise funds through various means including organising special events. To date, it has raised and donated over RM1.9 million to various organisations and needy individuals. Educational Visit at JUSCO Stores 40 primary students of SK Seri Suria visited JUSCO Taman Maluri, Cheras for an educational visit. The event was held under AEON CO. (M) BHD.’s School Visit Programme introduced two years’ ago as part of its corporate citizen activity. The aim is to equip children with knowledge of the retail business and make them understand the value of money and subsequently learn about budgeting, money management and independence. At least two visits were arranged every month, each time featuring one of the thirteen JUSCO stores in the country. A total of 22 schools have been involved in the program so far. Telok Pulai, Klang, won the first prize with their remarkable dance performance while Sekolah Kebangsaan Puchong Perdana emerged as the first runner-up. The winning team walked home with a trophy, a champion award plaque, RM3,000 worth of JUSCO vouchers, a RM500 hamper and a certificate of participation. The second team won the first runnerup award plaque, RM2,000 worth of vouchers, a RM300 hamper and a certificate of participation. Malaysia, AEON outlets will conduct Gotong-Royong projects with their neighbouring communities every 22nd of March, June, September and December in 2006. The projects include painting walls, repairing defective facilities and gardening. Some of the organisations that have benefited from these meaningful projects are Kompleks Anak Yatim Darul Kifayah in Jalan Ipoh, Sekolah Rendah Section 2 in Wangsa Maju and Rumah Ilham Yayasan Anakanak Yatim Pinggir in Taman Tun Dr. Ismail, Kuala Lumpur. The Cultural Dance Competition Giving Back To The Community Through The Cultural Dance Competition Gotong-Royong for primary school children was successfully held in Alpha Angle Shopping Center on 24 September 2005. The event was sponsored by AEON CO. (M) BHD. with the support of the Ministry of Education. Sekolah Kebangsaan As a responsible corporate citizen, AEON CO. (M) BHD. has plans to embark on quarterly basis GotongRoyong projects that involve the participation of community members surrounding its outlets. In commemorating AEON’s 22nd year in Buka Puasa Siti at S2 10 11 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) Recognition of Excellence AEON RECEIVES MULTIPLE PRESTIGIOUS AWARDS Human Resource Management Retail World Recognises JUSCO’s Excellence in Three Categories Japan Management Trainees AEON CO. (M) BHD. is honoured to be held in high regard by Retail World Asia, a publishing company that established the Retail World Excellence Awards to acknowledge retailers who practice good business ethics. Our outstanding AEON staff, Mary Ang May Lee, won the prestigious Buyer of The Year award. The supermarket in JUSCO Melaka also did the company proud by winning the Platinum Award, which is the most distinguished honour in the supermarket category. JUSCO Wangsa Maju Store also received a nominee award for the Departmental Store category. event was held in conjunction with the Asian Round Table Retail Forum and Top 500 Retail Asia Pacific Award Ceremony at Shangri-La Hotel in Beijing, China. AEON CO. (M) BHD. was awarded Retail Asia Pacific 500 Silver Award. AEON CO. (M). BHD. was represented by Encik Rashid Adam, General Manager of Corporate Affairs. The award was presented by Mr. Nick Debnam, Chairman of Practical Consumers Marketing KPMG Asia Pacific. the award that was presented by Minister of Domestic Trade and Consumer Affairs, Datuk Mohd Shafie Apdal. JUSCO Taman Maluri also bagged two other awards in the sub-sector categories which is the shopping center category and supermarket category. This is an honour for AEON CO. (M) BHD., in line with the company’s philosophy of “Customer First”. The quality service and courteous excellence of the staff brought about this success. JUSCO Taman Maluri Wins Retail Excellence Award 2005/2006 Malaysia On 24 November 2005, JUSCO Taman Maluri was announced as the overall best winner by Malaysian Retailers Association (MRA) in the Service & Courtesy Excellence Retail Asia Pacific Top 500 Award for Retailers 2005/2006 Silver Award Recently, AEON CO. (M) BHD. won campaign. Encik Mohamad Thaheer the Retail Asia Pacific Award. This Packeer, the Store Manager received ENHANCING THE SKILLS OF AEON STAFF Open University Malaysia (OUM) to launch the first local retail academy to provide academic qualification to AEON employees and interested school leavers to create more skilful workers in the retail industry. On 18 March 2006, a Convocation for the first and second batch of the Diploma In Management (Retailing) course successfully completed their course and graduated with flying colours. What makes it more memorable was when three of AEON’s staff were presented with the University Book JUSCO-OUM Retail Academy Prize Recipients Award for their In line with the company’s mission excellent academic achievement. to modernise the retail industry, AEON embarked on a new apprentice Fish Skill Training scheme to improve the quality Fish Skill Training was conducted on of skilled manpower in this sector. 14 and 15 March 2006 at the Mid AEON entered into an agreement with Valley Meeting Room by En. Hasnizal, On 6 February 2006, a Welcome Home Ceremony for the 11th batch Japan Management Trainees was held at our Headquarter. The purpose of the ceremony was for the trainees to share with the management and staff their experiences gained during their stay in Japan. The meeting also discussed ways of adding value toward making shopping a more enjoyable and memorable activity for customers. Fish Merchandiser. The objective of the training was to improve the quality and safety of seafood preparation, minimising food wastage, avoiding food contamination during food preparation and providing better customer service equipped with better product knowledge. Produce Skill Training Following up on the Perishable Skill Training, a 2-day Produce Skill Training was held on the 29 and 30 March 2006 at our HQ Training Room. Cik Meha, Quality Controller, conducted the 2-day training. The objectives of the training were to improve the quality and safety of fresh fruits and vegetable preparation and minimise food wastage. AEON CO. (M) BHD. Employees Graduated: Batch No. of students Graduation date Diploma In Management (Retailing) 1 28 18 March 2006 Diploma In Management (Retailing) 2 33 18 March 2006 Batch No. of students Graduation date Career Certificate in Retail Operations 4 27 5 May 2005 Career Certificate in Retail Operations 5 32 28 September 2005 AEON CO. (M) BHD. Employees Graduated: AEON CO. (M) BHD. Employees (Current Students): Batch Retail World Excellent Award 2006-2007 12 Retail World Excellent Award 2005-2006 No. of students Diploma In Management (Retailing) 3 50 Diploma In Management (Retailing) 4 46 Diploma In Management (Retailing) 5 59 Retail Asia Pacific 500 Silver Award 13 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) Recognition of Excellence AEON RECEIVES MULTIPLE PRESTIGIOUS AWARDS Human Resource Management Retail World Recognises JUSCO’s Excellence in Three Categories Japan Management Trainees AEON CO. (M) BHD. is honoured to be held in high regard by Retail World Asia, a publishing company that established the Retail World Excellence Awards to acknowledge retailers who practice good business ethics. Our outstanding AEON staff, Mary Ang May Lee, won the prestigious Buyer of The Year award. The supermarket in JUSCO Melaka also did the company proud by winning the Platinum Award, which is the most distinguished honour in the supermarket category. JUSCO Wangsa Maju Store also received a nominee award for the Departmental Store category. event was held in conjunction with the Asian Round Table Retail Forum and Top 500 Retail Asia Pacific Award Ceremony at Shangri-La Hotel in Beijing, China. AEON CO. (M) BHD. was awarded Retail Asia Pacific 500 Silver Award. AEON CO. (M). BHD. was represented by Encik Rashid Adam, General Manager of Corporate Affairs. The award was presented by Mr. Nick Debnam, Chairman of Practical Consumers Marketing KPMG Asia Pacific. the award that was presented by Minister of Domestic Trade and Consumer Affairs, Datuk Mohd Shafie Apdal. JUSCO Taman Maluri also bagged two other awards in the sub-sector categories which is the shopping center category and supermarket category. This is an honour for AEON CO. (M) BHD., in line with the company’s philosophy of “Customer First”. The quality service and courteous excellence of the staff brought about this success. JUSCO Taman Maluri Wins Retail Excellence Award 2005/2006 Malaysia On 24 November 2005, JUSCO Taman Maluri was announced as the overall best winner by Malaysian Retailers Association (MRA) in the Service & Courtesy Excellence Retail Asia Pacific Top 500 Award for Retailers 2005/2006 Silver Award Recently, AEON CO. (M) BHD. won campaign. Encik Mohamad Thaheer the Retail Asia Pacific Award. This Packeer, the Store Manager received ENHANCING THE SKILLS OF AEON STAFF Open University Malaysia (OUM) to launch the first local retail academy to provide academic qualification to AEON employees and interested school leavers to create more skilful workers in the retail industry. On 18 March 2006, a Convocation for the first and second batch of the Diploma In Management (Retailing) course successfully completed their course and graduated with flying colours. What makes it more memorable was when three of AEON’s staff were presented with the University Book JUSCO-OUM Retail Academy Prize Recipients Award for their In line with the company’s mission excellent academic achievement. to modernise the retail industry, AEON embarked on a new apprentice Fish Skill Training scheme to improve the quality Fish Skill Training was conducted on of skilled manpower in this sector. 14 and 15 March 2006 at the Mid AEON entered into an agreement with Valley Meeting Room by En. Hasnizal, On 6 February 2006, a Welcome Home Ceremony for the 11th batch Japan Management Trainees was held at our Headquarter. The purpose of the ceremony was for the trainees to share with the management and staff their experiences gained during their stay in Japan. The meeting also discussed ways of adding value toward making shopping a more enjoyable and memorable activity for customers. Fish Merchandiser. The objective of the training was to improve the quality and safety of seafood preparation, minimising food wastage, avoiding food contamination during food preparation and providing better customer service equipped with better product knowledge. Produce Skill Training Following up on the Perishable Skill Training, a 2-day Produce Skill Training was held on the 29 and 30 March 2006 at our HQ Training Room. Cik Meha, Quality Controller, conducted the 2-day training. The objectives of the training were to improve the quality and safety of fresh fruits and vegetable preparation and minimise food wastage. AEON CO. (M) BHD. Employees Graduated: Batch No. of students Graduation date Diploma In Management (Retailing) 1 28 18 March 2006 Diploma In Management (Retailing) 2 33 18 March 2006 Batch No. of students Graduation date Career Certificate in Retail Operations 4 27 5 May 2005 Career Certificate in Retail Operations 5 32 28 September 2005 AEON CO. (M) BHD. Employees Graduated: AEON CO. (M) BHD. Employees (Current Students): Batch Retail World Excellent Award 2006-2007 12 Retail World Excellent Award 2005-2006 No. of students Diploma In Management (Retailing) 3 50 Diploma In Management (Retailing) 4 46 Diploma In Management (Retailing) 5 59 Retail Asia Pacific 500 Silver Award 13 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) Customer Service Enhancement PRIORITISING THE NEEDS OF OUR CUSTOMERS AN INTRODUCTION TO ÆON Show & Tell - Cashier Contest ÆON 21 Campaign The Grand Cashier Service & Skills Tournament 2005 was held on 25 February 2006, at Cititel Hotel Kuala Lumpur. AEON CO. (M) BHD. organised this annual event for the fourth year. This was in conjunction with the Show and Tell competition held at all JUSCO stores from October till December 2005 which was well received by customers. One cashier from each store was selected to vie for the ‘Cashier of The Year 2005’ award. The purpose of this competition was to motivate the cashiers and increase efficiency amongst them and instill in them the importance of customer service. Siti Fahtehah Bte Jaafar from JUSCO Seremban 2 won this competition and was declared Cashier of The Year 2005. For the fifth consecutive year, ÆON Co. Ltd., of Japan recognised and rewarded customers and employees from around Asia for their innovative ideas in the ÆON 21 Campaign. The campaign is part of our commitment to better understand the needs and expectations of today’s consumers that will ultimately strengthen the bond between ÆON and customers and employees. Themed ‘Fun, Today, than Yesterday’, the 2005 campaign required participants to submit ideas and suggestions on merchandise, service and store facility. The ÆON 21 Campaign ran from 28 July-10 August 2005 at JUSCO stores nationwide and Asia wide. A total of 96,440 suggestions were received from customers and employees in Asia AEON CO. (M) BHD. is a leading retailer in Malaysia with a total revenue of RM1.96 billion in the financial year under review. The Company was incorporated on 15 September 1984. AEON CO. (M) BHD. 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 with Malaysia accounting for 3,970 suggestions from employees and 169 suggestions from customers. This number reflects our strong presence in the community. For 22 years, JUSCO stores have helped families improve the quality of life and ÆON 21 Campaign continues to value our customers and employees with a channel to voice their suggestions. AEON Malaysia participants won the Asia Grand Prize for both the Customer and Employee categories. 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 a correct product-mix. AEON’s stores are mostly situated in suburban residential areas, catering to the vast middle income group. The ÆON group of companies consists of ÆON Co., Ltd., and more than 100 consolidated subsidiaries and affiliated companies. In addition to its core general merchandise stores (GMS) plus its supermarket and convenience store operations, AEON is also active in specialty store operations, shopping center development, operations and services. ÆON group of companies is an integrated Japanese retailer and is active not only in Japan but also in Southeast Asia, China and North America. At all times, in every market, AEON's activities are guided by the 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 the customers smile every time they shop. OUR PRINCIPLE regardless of how times may have changed, we strive to serve the ‘Customer First’. We are always mindful of the three keywords which make up the essence and character of the retail industry and must be considered in any development: ‘peace’, ‘people’ and ‘community’. Ours is a person-to-person business and our existence is deeply intertwined with the people of the regions and societies in which we serve. These precepts remain the same wherever we do business, where we act as a contributing member of the local community. OUR STRATEGY is to establish a solid competitive position and achieve continuous growth. Two key components underlying this strategy are: • Accelerating Shopping Center Development. We are channeling our resources towards developing attractive, integrated commercial facilities which our customers can fully enjoy, such as regional shopping center and neighbourhood shopping center. This segment also involves leasing shopping space and facilities to tenants. • Aggressive Pursuit of GMS Stores. Our General Merchandise Stores (GMS), which combine supermarkets and departmental stores under one roof, operate as full-line retailers. Products offered range from food and other daily necessities, apparel and household goods (including bedding and bathroom products) to specialised products such as home appliances, sporting goods and cosmetics. OUR 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 quantifiable terms of size, growth and profitability. 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. For the love of nature. 14 The bustling crowd at JUSCO Seremban 2 Shopping Center. Our guiding principle has always been to serve the ‘Customer First’. 15 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) Customer Service Enhancement PRIORITISING THE NEEDS OF OUR CUSTOMERS AN INTRODUCTION TO ÆON Show & Tell - Cashier Contest ÆON 21 Campaign The Grand Cashier Service & Skills Tournament 2005 was held on 25 February 2006, at Cititel Hotel Kuala Lumpur. AEON CO. (M) BHD. organised this annual event for the fourth year. This was in conjunction with the Show and Tell competition held at all JUSCO stores from October till December 2005 which was well received by customers. One cashier from each store was selected to vie for the ‘Cashier of The Year 2005’ award. The purpose of this competition was to motivate the cashiers and increase efficiency amongst them and instill in them the importance of customer service. Siti Fahtehah Bte Jaafar from JUSCO Seremban 2 won this competition and was declared Cashier of The Year 2005. For the fifth consecutive year, ÆON Co. Ltd., of Japan recognised and rewarded customers and employees from around Asia for their innovative ideas in the ÆON 21 Campaign. The campaign is part of our commitment to better understand the needs and expectations of today’s consumers that will ultimately strengthen the bond between ÆON and customers and employees. Themed ‘Fun, Today, than Yesterday’, the 2005 campaign required participants to submit ideas and suggestions on merchandise, service and store facility. The ÆON 21 Campaign ran from 28 July-10 August 2005 at JUSCO stores nationwide and Asia wide. A total of 96,440 suggestions were received from customers and employees in Asia AEON CO. (M) BHD. is a leading retailer in Malaysia with a total revenue of RM1.96 billion in the financial year under review. The Company was incorporated on 15 September 1984. AEON CO. (M) BHD. 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 with Malaysia accounting for 3,970 suggestions from employees and 169 suggestions from customers. This number reflects our strong presence in the community. For 22 years, JUSCO stores have helped families improve the quality of life and ÆON 21 Campaign continues to value our customers and employees with a channel to voice their suggestions. AEON Malaysia participants won the Asia Grand Prize for both the Customer and Employee categories. 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 a correct product-mix. AEON’s stores are mostly situated in suburban residential areas, catering to the vast middle income group. The ÆON group of companies consists of ÆON Co., Ltd., and more than 100 consolidated subsidiaries and affiliated companies. In addition to its core general merchandise stores (GMS) plus its supermarket and convenience store operations, AEON is also active in specialty store operations, shopping center development, operations and services. ÆON group of companies is an integrated Japanese retailer and is active not only in Japan but also in Southeast Asia, China and North America. At all times, in every market, AEON's activities are guided by the 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 the customers smile every time they shop. OUR PRINCIPLE regardless of how times may have changed, we strive to serve the ‘Customer First’. We are always mindful of the three keywords which make up the essence and character of the retail industry and must be considered in any development: ‘peace’, ‘people’ and ‘community’. Ours is a person-to-person business and our existence is deeply intertwined with the people of the regions and societies in which we serve. These precepts remain the same wherever we do business, where we act as a contributing member of the local community. OUR STRATEGY is to establish a solid competitive position and achieve continuous growth. Two key components underlying this strategy are: • Accelerating Shopping Center Development. We are channeling our resources towards developing attractive, integrated commercial facilities which our customers can fully enjoy, such as regional shopping center and neighbourhood shopping center. This segment also involves leasing shopping space and facilities to tenants. • Aggressive Pursuit of GMS Stores. Our General Merchandise Stores (GMS), which combine supermarkets and departmental stores under one roof, operate as full-line retailers. Products offered range from food and other daily necessities, apparel and household goods (including bedding and bathroom products) to specialised products such as home appliances, sporting goods and cosmetics. OUR 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 quantifiable terms of size, growth and profitability. 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. For the love of nature. 14 The bustling crowd at JUSCO Seremban 2 Shopping Center. Our guiding principle has always been to serve the ‘Customer First’. 15 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) CORPORATE INFORMATION AND DIRECTORY Board of Directors • Dato’ Abdullah bin Mohd Yusof (Chairman) • Mr. Toshiji Tokiwa • Mr. Tatsuichi Yamaguchi • Mr. Nagahisa Oyama • Mr. Masato Yokoyama • Datuk Ramli bin Ibrahim • Brig. Jen. (B) Dato’ Mohd Idris bin Saman • Datuk Zawawi bin Mahmuddin • Dato’ Chew Kong Seng Secretaries • Tai Yit Chan (MAICSA 7009143) • Saw Bee Lean (MAICSA 0793472) Registered Office and Head Office Stock Exchange Listing The Company is a public listed company, incorporated and domiciled in Malaysia and listed on the Main Board of the Bursa Malaysia Securities Berhad. 3rd Floor, JUSCO Taman Maluri Shopping Center, Jalan Jejaka, Taman Maluri, Cheras, 55100, Kuala Lumpur. Tel: 03-9207 2005 Fax: 03-9207 2006 / 2007 SHARE PRICE Stock Code Stock Name : 6599 : AEON 2005 / 2006 Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb High (RM) 4.94 4.98 4.82 4.82 4.80 5.05 5.30 5.30 5.55 5.60 5.75 6.10 Low (RM) 4.80 4.80 4.48 4.50 4.66 4.82 5.10 5.20 5.25 5.45 5.55 5.75 Volume (‘000) 1872 463 1133 4053 769 4352 2719 1194 736 2287 2145 1722 Homepage http://www.jusco.com.my Auditors KPMG Desa Megat & Co. (AF0759) Chartered Accountants, Wisma KPMG, Jalan Dungun,Damansara Heights, 50490 Kuala Lumpur. Principal Bankers • Bank of Tokyo-Mitsubishi UFJ (Malaysia) Berhad (302316-U) • Malayan Banking Berhad (3813-K) • Bumiputra Commerce Bank Berhad (13491-P) RM Vol ('000) 7.00 5000 Registrars Tenaga Koperat Sdn. Bhd. (118401-V) 20th Floor, Plaza Permata, Jalan Kampar, Off Jalan Tun Razak, 50400 Kuala Lumpur. Tel: 03-4041 6522 Fax: 03-4042 6352 CORPORATE CALENDAR 4500 6.00 4000 5.00 3500 3000 4.00 2500 Notice of Annual General Meeting 31 May 2005 Annual General Meeting 22 June 2005 Payment of Dividend Quarterly Results Announcement Book Closure – 4 July 2005 Payment – 20 July 2005 1st Quarter – 21 July 2005 Quarterly Results Announcement 2nd Quarter – 20 October 2005 Quarterly Results Announcement 3rd Quarter – 12 January 2006 Quarterly Results Announcement 4th Quarter – 21 April 2006 Change of Accounting Year End Announcement 21 April 2006 3.00 2000 1500 2.00 1000 1.00 500 0.00 0 Mar ‘05 High (RM) 16 Apr ‘05 May ‘05 Low (RM) Jun ‘05 Jul ‘05 Aug ‘05 Sept ‘05 Oct ‘05 Nov ‘05 Dec ‘05 Jan ‘06 Feb ‘06 Volume 17 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) CORPORATE INFORMATION AND DIRECTORY Board of Directors • Dato’ Abdullah bin Mohd Yusof (Chairman) • Mr. Toshiji Tokiwa • Mr. Tatsuichi Yamaguchi • Mr. Nagahisa Oyama • Mr. Masato Yokoyama • Datuk Ramli bin Ibrahim • Brig. Jen. (B) Dato’ Mohd Idris bin Saman • Datuk Zawawi bin Mahmuddin • Dato’ Chew Kong Seng Secretaries • Tai Yit Chan (MAICSA 7009143) • Saw Bee Lean (MAICSA 0793472) Registered Office and Head Office Stock Exchange Listing The Company is a public listed company, incorporated and domiciled in Malaysia and listed on the Main Board of the Bursa Malaysia Securities Berhad. 3rd Floor, JUSCO Taman Maluri Shopping Center, Jalan Jejaka, Taman Maluri, Cheras, 55100, Kuala Lumpur. Tel: 03-9207 2005 Fax: 03-9207 2006 / 2007 SHARE PRICE Stock Code Stock Name : 6599 : AEON 2005 / 2006 Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb High (RM) 4.94 4.98 4.82 4.82 4.80 5.05 5.30 5.30 5.55 5.60 5.75 6.10 Low (RM) 4.80 4.80 4.48 4.50 4.66 4.82 5.10 5.20 5.25 5.45 5.55 5.75 Volume (‘000) 1872 463 1133 4053 769 4352 2719 1194 736 2287 2145 1722 Homepage http://www.jusco.com.my Auditors KPMG Desa Megat & Co. (AF0759) Chartered Accountants, Wisma KPMG, Jalan Dungun,Damansara Heights, 50490 Kuala Lumpur. Principal Bankers • Bank of Tokyo-Mitsubishi UFJ (Malaysia) Berhad (302316-U) • Malayan Banking Berhad (3813-K) • Bumiputra Commerce Bank Berhad (13491-P) RM Vol ('000) 7.00 5000 Registrars Tenaga Koperat Sdn. Bhd. (118401-V) 20th Floor, Plaza Permata, Jalan Kampar, Off Jalan Tun Razak, 50400 Kuala Lumpur. Tel: 03-4041 6522 Fax: 03-4042 6352 CORPORATE CALENDAR 4500 6.00 4000 5.00 3500 3000 4.00 2500 Notice of Annual General Meeting 31 May 2005 Annual General Meeting 22 June 2005 Payment of Dividend Quarterly Results Announcement Book Closure – 4 July 2005 Payment – 20 July 2005 1st Quarter – 21 July 2005 Quarterly Results Announcement 2nd Quarter – 20 October 2005 Quarterly Results Announcement 3rd Quarter – 12 January 2006 Quarterly Results Announcement 4th Quarter – 21 April 2006 Change of Accounting Year End Announcement 21 April 2006 3.00 2000 1500 2.00 1000 1.00 500 0.00 0 Mar ‘05 High (RM) 16 Apr ‘05 May ‘05 Low (RM) Jun ‘05 Jul ‘05 Aug ‘05 Sept ‘05 Oct ‘05 Nov ‘05 Dec ‘05 Jan ‘06 Feb ‘06 Volume 17 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) FIVE YEARS FINANCIAL HIGHLIGHTS REVENUE RM million For Five Years - As at 28 & 29 February 1,784.6 2-g )NCOME3TATEMENT 2EVENUE 2ETAILING 0ROPERTY-ANAGEMENT3ERVICES 0ROFITBEFORETAX 0ROFITAFTERTAX .ETDIVIDEND "ALANCESHEET 0ROPERTYPLANTANDEQUIPMENT )NVESTMENT #URRENTASSETS #URRENTLIABILITIES 3TATISTICS .ETEARNINGSLOSSPERSHARESEN 'ROSSDIVIDENDPERSHARE .ETASSETSPERSHARE2- 2-g 2-g 2-g 2-g 1,523.8 1,500 &INANCED"Y 3HARECAPITAL 2ETAINEDPROFITS 2EVALUATIONRESERVE 3HARE0REMIUM 3HAREHOLDERSgFUNDS $EFERREDTAXATION 1,962.4 2,000 1,368.3 1,200.6 1,000 500 01/02 02/03 03/04 04/05 05/06 Financial Year PROFIT ATTRIBUTABLE TO SHAREHOLDERS RM million 80 73.2 70 60 60.5 63.6 64.2 53.9 50 40 30 20 10 * Earnings per share has been calculated based on the number of ordinary shares of 175,500,000. Comparative earnings per share information has been restated after adjusting for the bonus issue undertaken by the Company. 01/02 02/03 03/04 04/05 05/06 Financial Year 18 19 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) FIVE YEARS FINANCIAL HIGHLIGHTS REVENUE RM million For Five Years - As at 28 & 29 February 1,784.6 2-g )NCOME3TATEMENT 2EVENUE 2ETAILING 0ROPERTY-ANAGEMENT3ERVICES 0ROFITBEFORETAX 0ROFITAFTERTAX .ETDIVIDEND "ALANCESHEET 0ROPERTYPLANTANDEQUIPMENT )NVESTMENT #URRENTASSETS #URRENTLIABILITIES 3TATISTICS .ETEARNINGSLOSSPERSHARESEN 'ROSSDIVIDENDPERSHARE .ETASSETSPERSHARE2- 2-g 2-g 2-g 2-g 1,523.8 1,500 &INANCED"Y 3HARECAPITAL 2ETAINEDPROFITS 2EVALUATIONRESERVE 3HARE0REMIUM 3HAREHOLDERSgFUNDS $EFERREDTAXATION 1,962.4 2,000 1,368.3 1,200.6 1,000 500 01/02 02/03 03/04 04/05 05/06 Financial Year PROFIT ATTRIBUTABLE TO SHAREHOLDERS RM million 80 73.2 70 60 60.5 63.6 64.2 53.9 50 40 30 20 10 * Earnings per share has been calculated based on the number of ordinary shares of 175,500,000. Comparative earnings per share information has been restated after adjusting for the bonus issue undertaken by the Company. 01/02 02/03 03/04 04/05 05/06 Financial Year 18 19 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) BOARD OF DIRECTORS DIRECTORS’ PROFILES (Seated from left to right) (Standing from left to right) Mr. Toshiji Tokiwa Brig. Jen. (B) Dato’ Mohd Idris bin Saman Non-Independent Non-Executive Vice Chairman Independent Non-Executive Director Dato’ Abdullah bin Mohd Yusof (67), (Malaysian) Non-Independent Non-Executive Chairman Mr. Tatsuichi Yamaguchi Dato’ Abdullah bin Mohd Yusof Non-Independent Non-Executive Director Non-Independent Non-Executive Chairman Dato’ Chew Kong Seng Independent Non-Executive Director Mr. Nagahisa Oyama Managing Director Datuk Zawawi bin Mahmuddin Independent Non-Executive Director Datuk Ramli bin Ibrahim Non-Independent Non-Executive Director Mr. Masato Yokoyama 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 thirty (30) 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 & Zainudin, Advocates and Solicitors. He sits on the Board of Directors of MMC Corporation Berhad, Tronoh Consolidated Malaysia Berhad and Tradewinds Corporation Berhad, all of which are companies listed on Bursa Malaysia Securities Berhad. He also sits on the Board of Directors of 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 five (5) Board meetings held in the financial year. He holds 308,000 ordinary shares directly and 1,596,000 ordinary shares indirectly in the Company. Executive Director Mr. Toshiji Tokiwa (66), (Japanese) Non-Independent Non-Executive Vice Chairman Mr. Toshiji Tokiwa was appointed the Non-Executive Vice Chairman of AEON CO. (M) BHD. on 16 June 2000. He holds a Bachelor of Law degree from Keio University, Japan, which he obtained in 1963. He joined The Dai-Ichi Kangyo Bank Ltd., in 1963 as a Management Trainee. In 1993, he was promoted to the position of Director and General Manager of the New York Branch of The Dai-Ichi Kangyo Bank Ltd., in New York, USA. Subsequently, he was the Senior Managing Director of The Dai-Ichi Kangyo Bank Ltd., in Japan from 1995 to 1996. He joined Chuo Real Estate Co. Ltd., a company principally involved in the leasing and management of office building, as the President and CEO from 1996 to 2000 and was also a Non-Executive Corporate Auditor of Fujitsu General Co. Ltd. from 1997 to 2000. He joined ÆON Co., Ltd. as a Non-Executive Director in 1999 and was subsequently appointed as the Chairman of ÆON Co., Ltd. in 2000. Mr. Toshiji Tokiwa has attended all of the five (5) Board meetings held in the financial year. He does not hold any shares in the Company. Mr. Tatsuichi Yamaguchi (60), (Japanese) Non-Independent Non-Executive Director Mr. Tatsuichi Yamaguchi was appointed Non-Executive Director of AEON CO. (M) BHD. on 23 July 2003. He graduated from Meiji University, Japan majoring in Management, which he obtained in 1969. He joined ÆON Co., Ltd. in 1969 and was promoted as the Store Manager of Toyohashi store, Japan in 1980. In 1986 he was seconded to Kornhill store of Jusco Stores (Hong Kong) Co., Ltd., where he was appointed as the Deputy Store Manager, and subsequently appointed a Director and the Managing Director of JUSCO Stores (Hong Kong) Co., Ltd., in 1988 and 1990 respectively. He was appointed a Director of ÆON Co., Ltd. in 1996 and held the position of Director and General Manager (Apparel) Merchandising Division in 1997. In 2000 he assumed the position of Director & General Manager, Chubu Regional Company and currently holds the position of Senior Vice President, Asia Operations, ÆON Co., Ltd. Mr. Tatsuichi Yamaguchi is also the Chairman of the Nomination and Remuneration Committees of the Board. Mr. Tatsuichi Yamaguchi has attended four (4) out of the five (5) Board meetings held in the financial year. He does not hold any shares in the Company. Note: Save as disclosed in this annual report, all the Directors mentioned on pages 21 to 23 have no conflicts 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 traffic summons, if any. 20 21 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) BOARD OF DIRECTORS DIRECTORS’ PROFILES (Seated from left to right) (Standing from left to right) Mr. Toshiji Tokiwa Brig. Jen. (B) Dato’ Mohd Idris bin Saman Non-Independent Non-Executive Vice Chairman Independent Non-Executive Director Dato’ Abdullah bin Mohd Yusof (67), (Malaysian) Non-Independent Non-Executive Chairman Mr. Tatsuichi Yamaguchi Dato’ Abdullah bin Mohd Yusof Non-Independent Non-Executive Director Non-Independent Non-Executive Chairman Dato’ Chew Kong Seng Independent Non-Executive Director Mr. Nagahisa Oyama Managing Director Datuk Zawawi bin Mahmuddin Independent Non-Executive Director Datuk Ramli bin Ibrahim Non-Independent Non-Executive Director Mr. Masato Yokoyama 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 thirty (30) 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 & Zainudin, Advocates and Solicitors. He sits on the Board of Directors of MMC Corporation Berhad, Tronoh Consolidated Malaysia Berhad and Tradewinds Corporation Berhad, all of which are companies listed on Bursa Malaysia Securities Berhad. He also sits on the Board of Directors of 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 five (5) Board meetings held in the financial year. He holds 308,000 ordinary shares directly and 1,596,000 ordinary shares indirectly in the Company. Executive Director Mr. Toshiji Tokiwa (66), (Japanese) Non-Independent Non-Executive Vice Chairman Mr. Toshiji Tokiwa was appointed the Non-Executive Vice Chairman of AEON CO. (M) BHD. on 16 June 2000. He holds a Bachelor of Law degree from Keio University, Japan, which he obtained in 1963. He joined The Dai-Ichi Kangyo Bank Ltd., in 1963 as a Management Trainee. In 1993, he was promoted to the position of Director and General Manager of the New York Branch of The Dai-Ichi Kangyo Bank Ltd., in New York, USA. Subsequently, he was the Senior Managing Director of The Dai-Ichi Kangyo Bank Ltd., in Japan from 1995 to 1996. He joined Chuo Real Estate Co. Ltd., a company principally involved in the leasing and management of office building, as the President and CEO from 1996 to 2000 and was also a Non-Executive Corporate Auditor of Fujitsu General Co. Ltd. from 1997 to 2000. He joined ÆON Co., Ltd. as a Non-Executive Director in 1999 and was subsequently appointed as the Chairman of ÆON Co., Ltd. in 2000. Mr. Toshiji Tokiwa has attended all of the five (5) Board meetings held in the financial year. He does not hold any shares in the Company. Mr. Tatsuichi Yamaguchi (60), (Japanese) Non-Independent Non-Executive Director Mr. Tatsuichi Yamaguchi was appointed Non-Executive Director of AEON CO. (M) BHD. on 23 July 2003. He graduated from Meiji University, Japan majoring in Management, which he obtained in 1969. He joined ÆON Co., Ltd. in 1969 and was promoted as the Store Manager of Toyohashi store, Japan in 1980. In 1986 he was seconded to Kornhill store of Jusco Stores (Hong Kong) Co., Ltd., where he was appointed as the Deputy Store Manager, and subsequently appointed a Director and the Managing Director of JUSCO Stores (Hong Kong) Co., Ltd., in 1988 and 1990 respectively. He was appointed a Director of ÆON Co., Ltd. in 1996 and held the position of Director and General Manager (Apparel) Merchandising Division in 1997. In 2000 he assumed the position of Director & General Manager, Chubu Regional Company and currently holds the position of Senior Vice President, Asia Operations, ÆON Co., Ltd. Mr. Tatsuichi Yamaguchi is also the Chairman of the Nomination and Remuneration Committees of the Board. Mr. Tatsuichi Yamaguchi has attended four (4) out of the five (5) Board meetings held in the financial year. He does not hold any shares in the Company. Note: Save as disclosed in this annual report, all the Directors mentioned on pages 21 to 23 have no conflicts 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 traffic summons, if any. 20 21 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) Mr. Nagahisa Oyama (51), Brig. Jen. (B) Dato’ Mohd Idris bin Saman (61), (Japanese) Managing Director (Malaysian) Independent Non-Executive Director Mr. Nagahisa Oyama was appointed the Managing Director on 22 June 2005. He was the Alternate Director to Mr. Soichi Okazaki from 28 April 2005 to 22 June 2005. He holds a Bachelor's Degree in Business Management from Kinki University, Japan, which he obtained in 1977. He joined ÆON Co., 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 become the General Manager of Tonami Regional Shopping Center in 1991. Mr. Oyama was next appointed as the General Manager of Kaga Regional Shopping Center in 1996. He served as General Manager of Kochi Regional Shopping Center from 2000 to 2002. In 2002, he was promoted to become the Regional 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 Centers and the operations of seven (7) existing Regional Shopping Centers in the Shizuoka Prefecture. Mr. Nagahisa Oyama has attended four (4) out of the four (4) Board Meetings during his term in office in the financial year. He does not hold any shares in the Company. Brig. Jen. (B) Dato’ Mohd 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 the Royal Malaysian Air Force 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 currently the Executive Chairman of Diversified Jet Sdn. Bhd., a company principally involved in the supply of materials and services to the Malaysian Armed Forces. He is also a Director of Affin Fund Management Sdn. Bhd. Dato’ Mohd Idris bin Saman is a member of the Audit and Nomination Committees of the Board. Dato’ Mohd Idris bin Saman has attended all the five (5) Board meetings held in the financial year. He does not hold any shares in the Company. Mr. Masato Yokoyama (53), (Japanese) Executive Director Mr. Masato Yokoyama was appointed Executive Director of AEON CO. (M) BHD. on 26 October 2001. He holds a Bachelor of Arts in Commerce from Waseda University in Japan, which he obtained in 1976. He joined ÆON Co., Ltd. in 1976 and was the Store Manager of Ishioka Store prior to his secondment to AEON CO. (M) BHD. in 1993. Mr. Yokoyama held the position of Store Manager of JUSCO Taman Maluri from 1993 to 1998. He was promoted to become the Senior Softline Merchandising Manager from 1998 to 1999 and the Senior Operations Manager from 1999 to 2000. Currently, Mr. Masato Yokoyama is the Executive Director in charge of the overall Operations of the Company. Mr. Masato Yokoyama has attended all the five (5) Board meetings held in the financial year. He holds 30,000 ordinary shares directly in the Company. 22 Datuk Zawawi bin Mahmuddin (60), (Malaysian) Independent Non-Executive Director Datuk Zawawi bin Mahmuddin was 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 Officer 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. He is currently a director of a few private limited companies and the Chairman of Two Advertising Sdn. Bhd. and Northport Distripark Sdn. Bhd. He is also a member of the Nomination Committee of the Board. Datuk Zawawi bin Mahmuddin has attended all the five (5) Board meetings held in the financial year. He does not hold any shares in the Company. Datuk Ramli Bin Ibrahim (65), Dato’ Chew Kong Seng (68), (Malaysian) Non-Independent Non-Executive Director (Malaysian) Independent Non-Executive 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 (“KPMG”) (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 first bumiputera Senior Partner of KPMG Malaysia. He also served on the Boards of KPMG International and KPMG Asia Pacific from 1990 to 1995. He retired from KPMG Malaysia in 1995. From December 1995 to December 2000, he served as Executive Chairman of Kuala Lumpur Options & Financial Futures Exchange Berhad. Currently, he sits on the Board of Directors of Ranhill Berhad, Measat Global Berhad and several other unlisted public and private limited companies including HSBC Bank Malaysia Berhad, Malaysia National Insurance Berhad Group, Yayasan Tuanku Syed Sirajuddin and BCT Technology Berhad. He is also a member of the Audit and Remuneration Committees of the Board. Datuk Ramli bin Ibrahim has attended all the five (5) Board meetings held in the financial year. He holds 280,000 ordinary shares indirectly 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 the Institute of Chartered Accountants in England and Wales, a Member of the Malaysian Institute of Accountants and the Malaysian Institute of Certified Public Accountants. He was a tax officer 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 office 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 is a Director of Great Wall Plastic Industries Berhad, GuocoLand (Malaysia) Berhad (formerly known as Hong Leong Properties Berhad), PBA Holdings Bhd, Encorp Berhad and Bank of America Malaysia Berhad. He is also a Director and the Audit Committee Chairman of Petronas Dagangan Berhad and Industrial Concrete Products Bhd, as well as a Director and a member of the Audit Committee of Petronas Gas Berhad. Dato’ Chew 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 five (5) Board meetings held in the financial year. He does not hold any shares in the Company. 23 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) Mr. Nagahisa Oyama (51), Brig. Jen. (B) Dato’ Mohd Idris bin Saman (61), (Japanese) Managing Director (Malaysian) Independent Non-Executive Director Mr. Nagahisa Oyama was appointed the Managing Director on 22 June 2005. He was the Alternate Director to Mr. Soichi Okazaki from 28 April 2005 to 22 June 2005. He holds a Bachelor's Degree in Business Management from Kinki University, Japan, which he obtained in 1977. He joined ÆON Co., 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 become the General Manager of Tonami Regional Shopping Center in 1991. Mr. Oyama was next appointed as the General Manager of Kaga Regional Shopping Center in 1996. He served as General Manager of Kochi Regional Shopping Center from 2000 to 2002. In 2002, he was promoted to become the Regional 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 Centers and the operations of seven (7) existing Regional Shopping Centers in the Shizuoka Prefecture. Mr. Nagahisa Oyama has attended four (4) out of the four (4) Board Meetings during his term in office in the financial year. He does not hold any shares in the Company. Brig. Jen. (B) Dato’ Mohd 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 the Royal Malaysian Air Force 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 currently the Executive Chairman of Diversified Jet Sdn. Bhd., a company principally involved in the supply of materials and services to the Malaysian Armed Forces. He is also a Director of Affin Fund Management Sdn. Bhd. Dato’ Mohd Idris bin Saman is a member of the Audit and Nomination Committees of the Board. Dato’ Mohd Idris bin Saman has attended all the five (5) Board meetings held in the financial year. He does not hold any shares in the Company. Mr. Masato Yokoyama (53), (Japanese) Executive Director Mr. Masato Yokoyama was appointed Executive Director of AEON CO. (M) BHD. on 26 October 2001. He holds a Bachelor of Arts in Commerce from Waseda University in Japan, which he obtained in 1976. He joined ÆON Co., Ltd. in 1976 and was the Store Manager of Ishioka Store prior to his secondment to AEON CO. (M) BHD. in 1993. Mr. Yokoyama held the position of Store Manager of JUSCO Taman Maluri from 1993 to 1998. He was promoted to become the Senior Softline Merchandising Manager from 1998 to 1999 and the Senior Operations Manager from 1999 to 2000. Currently, Mr. Masato Yokoyama is the Executive Director in charge of the overall Operations of the Company. Mr. Masato Yokoyama has attended all the five (5) Board meetings held in the financial year. He holds 30,000 ordinary shares directly in the Company. 22 Datuk Zawawi bin Mahmuddin (60), (Malaysian) Independent Non-Executive Director Datuk Zawawi bin Mahmuddin was 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 Officer 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. He is currently a director of a few private limited companies and the Chairman of Two Advertising Sdn. Bhd. and Northport Distripark Sdn. Bhd. He is also a member of the Nomination Committee of the Board. Datuk Zawawi bin Mahmuddin has attended all the five (5) Board meetings held in the financial year. He does not hold any shares in the Company. Datuk Ramli Bin Ibrahim (65), Dato’ Chew Kong Seng (68), (Malaysian) Non-Independent Non-Executive Director (Malaysian) Independent Non-Executive 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 (“KPMG”) (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 first bumiputera Senior Partner of KPMG Malaysia. He also served on the Boards of KPMG International and KPMG Asia Pacific from 1990 to 1995. He retired from KPMG Malaysia in 1995. From December 1995 to December 2000, he served as Executive Chairman of Kuala Lumpur Options & Financial Futures Exchange Berhad. Currently, he sits on the Board of Directors of Ranhill Berhad, Measat Global Berhad and several other unlisted public and private limited companies including HSBC Bank Malaysia Berhad, Malaysia National Insurance Berhad Group, Yayasan Tuanku Syed Sirajuddin and BCT Technology Berhad. He is also a member of the Audit and Remuneration Committees of the Board. Datuk Ramli bin Ibrahim has attended all the five (5) Board meetings held in the financial year. He holds 280,000 ordinary shares indirectly 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 the Institute of Chartered Accountants in England and Wales, a Member of the Malaysian Institute of Accountants and the Malaysian Institute of Certified Public Accountants. He was a tax officer 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 office 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 is a Director of Great Wall Plastic Industries Berhad, GuocoLand (Malaysia) Berhad (formerly known as Hong Leong Properties Berhad), PBA Holdings Bhd, Encorp Berhad and Bank of America Malaysia Berhad. He is also a Director and the Audit Committee Chairman of Petronas Dagangan Berhad and Industrial Concrete Products Bhd, as well as a Director and a member of the Audit Committee of Petronas Gas Berhad. Dato’ Chew 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 five (5) Board meetings held in the financial year. He does not hold any shares in the Company. 23 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) SENIOR MANAGEMENT (Seated from left to right) (Standing from left to right) Mr. Nagahisa Oyama Mr. Poh Ying Loo Managing Director General Manager Finance Puan Noryahwati Mohd. Noh Mr. Yoshihisa Tanizawa General Manager Human Resource, Administration and Security, Safety & Health Assistant General Manager Merchandising Lt. Col (R) Yaacob bin Mahmud Puan Nur Qamarina Chew General Manager Logistics & Loss Control General Manager New Business Development Mr. Kenji Fujita Ms. Chong Swee Ying General Manager SC Development General Manager Store & Shopping Center Operations and Customer Care Encik A. Rashid bin Adam General Manager Corporate Affairs Mr. Masato Yokoyama Executive Director CHAIRMAN’S STATEMENT On behalf of the Board of Directors, I am pleased to present AEON CO. (M) BHD.’s (AEON’s) Annual Report and Audited Financial Statements for the financial year ended 28 February 2006. Overview I am pleased to report that for the financial year ended 28 February 2006, another new benchmark of record revenue and net profits were set. For the twelve months ended 28 February 2006, revenue grew by 9.98 per cent to a new high of RM1.96 billion compared to RM1.78 billion recorded in the previous financial year. Retail sales expanded by 9.66 per cent from the previous financial year while income from our property management services division grew by a significant 13.67 per cent. Profit before tax (“PBT”) was significantly better at RM112.19 million. This represents an increase of 13.32 per cent over the previous financial year’s profit before tax. Correspondingly, profit after tax rose 24 by 13.94 per cent to RM73.20 million, compared to RM64.25 million for the year ended February 2005. Earnings per share rose from 36.6 sen to 41.76 sen, an increase of 14.10 per cent. Net assets per share was up by 33 sen to RM3.54 from RM3.21 as at the end of the previous financial year. Review of operations For the financial year under review, the Company’s retail sales contributed RM1.808 billion to the total revenue. All our existing retail stores registered a growth of between 2 per cent and 9 per cent over their previous year’s performance, thus giving the Company a same store growth of 4.8 per cent. During the financial year ended 28 February 2006, two new stores were opened, one in Seremban 2, Negeri Sembilan and the other at Desa Tebrau , Johor Bahru. This brings the total number of stores currently operational to thirteen. In JUSCO Seremban 2 Shopping Center, a well designed shopping center with two levels of retail space which opened its doors for business on 26 September 2005, a whole new lifestyle is introduced to Seremban and its surrounding townships as the latest contemporary merchandise was introduced to the people of Seremban. AEON Tebrau City Shopping Center, which represents our third shopping center in Johor Bahru and our thirteenth store in Malaysia, an international level shopping center was born. AEON Tebrau City Shopping Center, with three levels of retail floor housing two hundred tenants together with the JUSCO departmental store and supermarket, is the Company’s largest shopping center and is expected to be the Company’s leading store in the near future. Performance from both new stores had been encouraging and up to expectation. In our continuous effort to modernise the retail industry, the Company had also on 21 October 25 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) SENIOR MANAGEMENT (Seated from left to right) (Standing from left to right) Mr. Nagahisa Oyama Mr. Poh Ying Loo Managing Director General Manager Finance Puan Noryahwati Mohd. Noh Mr. Yoshihisa Tanizawa General Manager Human Resource, Administration and Security, Safety & Health Assistant General Manager Merchandising Lt. Col (R) Yaacob bin Mahmud Puan Nur Qamarina Chew General Manager Logistics & Loss Control General Manager New Business Development Mr. Kenji Fujita Ms. Chong Swee Ying General Manager SC Development General Manager Store & Shopping Center Operations and Customer Care Encik A. Rashid bin Adam General Manager Corporate Affairs Mr. Masato Yokoyama Executive Director CHAIRMAN’S STATEMENT On behalf of the Board of Directors, I am pleased to present AEON CO. (M) BHD.’s (AEON’s) Annual Report and Audited Financial Statements for the financial year ended 28 February 2006. Overview I am pleased to report that for the financial year ended 28 February 2006, another new benchmark of record revenue and net profits were set. For the twelve months ended 28 February 2006, revenue grew by 9.98 per cent to a new high of RM1.96 billion compared to RM1.78 billion recorded in the previous financial year. Retail sales expanded by 9.66 per cent from the previous financial year while income from our property management services division grew by a significant 13.67 per cent. Profit before tax (“PBT”) was significantly better at RM112.19 million. This represents an increase of 13.32 per cent over the previous financial year’s profit before tax. Correspondingly, profit after tax rose 24 by 13.94 per cent to RM73.20 million, compared to RM64.25 million for the year ended February 2005. Earnings per share rose from 36.6 sen to 41.76 sen, an increase of 14.10 per cent. Net assets per share was up by 33 sen to RM3.54 from RM3.21 as at the end of the previous financial year. Review of operations For the financial year under review, the Company’s retail sales contributed RM1.808 billion to the total revenue. All our existing retail stores registered a growth of between 2 per cent and 9 per cent over their previous year’s performance, thus giving the Company a same store growth of 4.8 per cent. During the financial year ended 28 February 2006, two new stores were opened, one in Seremban 2, Negeri Sembilan and the other at Desa Tebrau , Johor Bahru. This brings the total number of stores currently operational to thirteen. In JUSCO Seremban 2 Shopping Center, a well designed shopping center with two levels of retail space which opened its doors for business on 26 September 2005, a whole new lifestyle is introduced to Seremban and its surrounding townships as the latest contemporary merchandise was introduced to the people of Seremban. AEON Tebrau City Shopping Center, which represents our third shopping center in Johor Bahru and our thirteenth store in Malaysia, an international level shopping center was born. AEON Tebrau City Shopping Center, with three levels of retail floor housing two hundred tenants together with the JUSCO departmental store and supermarket, is the Company’s largest shopping center and is expected to be the Company’s leading store in the near future. Performance from both new stores had been encouraging and up to expectation. In our continuous effort to modernise the retail industry, the Company had also on 21 October 25 AEON CO. (M) BHD. ( 126926 - H ) 2005, launched a new supermarket concept store named JUSCO J-One in the Damansara Damai township, Klang Valley. The convenience supermarket features a wide range of grocery merchandise, fresh produce and perishables, delicatessen and bakery with a focus on convenience and affordable prices, offering residents within the township a truly rewarding shopping experience. The Company aims to open more of such supermarket in strategic locations in future to cater to a wider base of customers’ shopping needs. On the property management service division, the growth has been significant at 13.67 per cent. Income from the property management service division was at RM154.69 million as compared to RM136.09 million in the previous financial year. The growth resulted from higher income generated from existing shopping centers as well as contribution from additional tenant space of the new shopping centers opened in the year. Through right tenant mix, suitable mall designs, excellent maintenance and housekeeping, the Company has been able to maintain an average of 99 per cent occupancy rates in its shopping centers. Corporate Social Responsibility As a leading corporate entity in Malaysia, AEON has always been cognizant of its corporate social responsibilities. For the financial year ended 28 February 2006, a number of social activities were carried out. As is the tradition with the opening of new shopping centers, together with participation by the local community and school children, tree planting ceremonies were conducted when we opened the two new shopping centers in Seremban 2, Negeri Sembilan and in Desa Tebrau, Johor Bahru. During the year under review, a series of community activities were also organised by the Company including educational visits to our stores by school children, appearances by Cik Siti Nurhaliza as ambassador for Yayasan JUSCO 26 AEON CO. (M) BHD. ( 126926 - H ) Malaysia to share some special moments with orphans, gotongroyong projects with the local schools and residents and other community projects such as blood donations. Through “Malaysia Bagus” fairs at our stores, we continue to support the government’s mission to spur the growth of small and medium industries through buying of Malaysian products. Prospects and challenges The rising interest rates and inflation caused by the hike in oil prices will have an impact on consumer spending and operational costs but nevertheless, the Company believes that the economy will continue to remain strong for the new financial year. The retail industry continues to be very competitive. Hypermarket price wars and the emergence of more specialty shops and more innovative designed shopping centers mean that the Company needs to continually strategise its core business and ensure that it maintains its leading edge. To this end, the Company, under its mid term planning, is committed to building a strong foundation for its future. Innovation is the keyword. As consumer demands and needs change, the Company believes that it must continue to innovate its core business and reposition itself where necessary to meet all retail challenges. For the new financial year, the Company will be looking at introducing new innovative changes in its merchandising through for example, expanding its in-house brands and further develop its specialty business in amusement, apparel and drugstore. More assortments will be introduced to cater to the local customers of each store and shopping center. Our shopping centers will also be refurbished and the tenant mix changed to create a new refreshing appeal. Human Resource development will also be our main focus, as we believe that in a people to people industry like ours, competent and efficient staff will provide the Company with the competitive edge in managing operations, suppliers and customers. The Company’s J CARD and the privileges that it offered, continue to be a strong marketing tool for the Company. More privileges and benefits are being planned for members in the new financial year. During the year under review, the Company entered into a cobranding agreement with its related company, AEON Credit Service (M) Sdn. Bhd. to launch a co-brand credit card named JUSCO Credit Card which provides additional benefits to J CARD members. On its expansion, the Company will be opening three new stores in the coming year at Taman Equine and Cheras Selatan, both in Selangor together with Queensbay Mall in Penang. The Company believes that the opening of these stores in these strategic locations will further enhance the market dominance of the Company. The Company will also be opening its second new supermarket concept store in Pearl Point Shopping Center, Kuala Lumpur to further provide more convenience shopping to consumers in the area, further enhancing the Company’s presence in the Klang Valley. Company to 51%. The Company is now effectively a subsidiary of ÆON Co., Ltd., Japan. The Company is changing its accounting year end from 28 February to 31 December starting with the new financial year. Thus, for the new financial year, the Company’s financial statements would be based on ten months from March 2006 to December 2006. Dividend In view of the results stated earlier, the Board of Directors has recommended for your approval, a first and final dividend of 15 per cent less 28 per cent income tax for the year ended 28 February 2006. Acknowledgement During the financial year ended 28 February 2006, the Company bid farewell to its former Managing Director, Mr. Soichi Okazaki, who returned to Japan to assume a higher posting after eight years with AEON. On behalf of the Board, I would like to take this opportunity to thank Mr. Okazaki for his stewardship and contribution in strengthening our position as a leading retailer in Malaysia. I would also like to take this opportunity to thank the management and staff for their untiring and relentless efforts to ensure the success of the Company, and all our customers and business associates for their loyalty and regulatory bodies for their continuous support. On behalf of the Board, I would also like to welcome our new Managing Director, Mr. Nagahisa Oyama, who came on board on 22 June 2005. With Mr. Oyama’s wealth of experience in the retail industry in Japan, we are assured and confident that Mr. Oyama will steer the Company through the challenges ahead and bring the Company through greater heights of achievement and success. And to you our valued shareholders, thank you for your confidence in AEON and support, which has contributed to our continued leadership position in the industry. DATO’ ABDULLAH BIN MOHD YUSOF CHAIRMAN The Company has also entered into an agreement to lease and operate a new shopping center in Bandar Perda, Penang, scheduled to open in 2007. The Company’s financial strategy was also aligned to support this expansion plans. During the financial year under review, as part of the Company’s strategy to rationalise its assets and provide funds for its expansion, the Company entered into a conditional sales and leaseback arrangement for the sale of its Kinta City Shopping Center in Ipoh, for RM121.00 million and to leaseback the same on a long term basis for continuous operations. Holding Company And Change of Accounting Year End Subsequent to the year under review, ÆON Co., Ltd., Japan increased its shareholding in the 27 AEON CO. (M) BHD. ( 126926 - H ) 2005, launched a new supermarket concept store named JUSCO J-One in the Damansara Damai township, Klang Valley. The convenience supermarket features a wide range of grocery merchandise, fresh produce and perishables, delicatessen and bakery with a focus on convenience and affordable prices, offering residents within the township a truly rewarding shopping experience. The Company aims to open more of such supermarket in strategic locations in future to cater to a wider base of customers’ shopping needs. On the property management service division, the growth has been significant at 13.67 per cent. Income from the property management service division was at RM154.69 million as compared to RM136.09 million in the previous financial year. The growth resulted from higher income generated from existing shopping centers as well as contribution from additional tenant space of the new shopping centers opened in the year. Through right tenant mix, suitable mall designs, excellent maintenance and housekeeping, the Company has been able to maintain an average of 99 per cent occupancy rates in its shopping centers. Corporate Social Responsibility As a leading corporate entity in Malaysia, AEON has always been cognizant of its corporate social responsibilities. For the financial year ended 28 February 2006, a number of social activities were carried out. As is the tradition with the opening of new shopping centers, together with participation by the local community and school children, tree planting ceremonies were conducted when we opened the two new shopping centers in Seremban 2, Negeri Sembilan and in Desa Tebrau, Johor Bahru. During the year under review, a series of community activities were also organised by the Company including educational visits to our stores by school children, appearances by Cik Siti Nurhaliza as ambassador for Yayasan JUSCO 26 AEON CO. (M) BHD. ( 126926 - H ) Malaysia to share some special moments with orphans, gotongroyong projects with the local schools and residents and other community projects such as blood donations. Through “Malaysia Bagus” fairs at our stores, we continue to support the government’s mission to spur the growth of small and medium industries through buying of Malaysian products. Prospects and challenges The rising interest rates and inflation caused by the hike in oil prices will have an impact on consumer spending and operational costs but nevertheless, the Company believes that the economy will continue to remain strong for the new financial year. The retail industry continues to be very competitive. Hypermarket price wars and the emergence of more specialty shops and more innovative designed shopping centers mean that the Company needs to continually strategise its core business and ensure that it maintains its leading edge. To this end, the Company, under its mid term planning, is committed to building a strong foundation for its future. Innovation is the keyword. As consumer demands and needs change, the Company believes that it must continue to innovate its core business and reposition itself where necessary to meet all retail challenges. For the new financial year, the Company will be looking at introducing new innovative changes in its merchandising through for example, expanding its in-house brands and further develop its specialty business in amusement, apparel and drugstore. More assortments will be introduced to cater to the local customers of each store and shopping center. Our shopping centers will also be refurbished and the tenant mix changed to create a new refreshing appeal. Human Resource development will also be our main focus, as we believe that in a people to people industry like ours, competent and efficient staff will provide the Company with the competitive edge in managing operations, suppliers and customers. The Company’s J CARD and the privileges that it offered, continue to be a strong marketing tool for the Company. More privileges and benefits are being planned for members in the new financial year. During the year under review, the Company entered into a cobranding agreement with its related company, AEON Credit Service (M) Sdn. Bhd. to launch a co-brand credit card named JUSCO Credit Card which provides additional benefits to J CARD members. On its expansion, the Company will be opening three new stores in the coming year at Taman Equine and Cheras Selatan, both in Selangor together with Queensbay Mall in Penang. The Company believes that the opening of these stores in these strategic locations will further enhance the market dominance of the Company. The Company will also be opening its second new supermarket concept store in Pearl Point Shopping Center, Kuala Lumpur to further provide more convenience shopping to consumers in the area, further enhancing the Company’s presence in the Klang Valley. Company to 51%. The Company is now effectively a subsidiary of ÆON Co., Ltd., Japan. The Company is changing its accounting year end from 28 February to 31 December starting with the new financial year. Thus, for the new financial year, the Company’s financial statements would be based on ten months from March 2006 to December 2006. Dividend In view of the results stated earlier, the Board of Directors has recommended for your approval, a first and final dividend of 15 per cent less 28 per cent income tax for the year ended 28 February 2006. Acknowledgement During the financial year ended 28 February 2006, the Company bid farewell to its former Managing Director, Mr. Soichi Okazaki, who returned to Japan to assume a higher posting after eight years with AEON. On behalf of the Board, I would like to take this opportunity to thank Mr. Okazaki for his stewardship and contribution in strengthening our position as a leading retailer in Malaysia. I would also like to take this opportunity to thank the management and staff for their untiring and relentless efforts to ensure the success of the Company, and all our customers and business associates for their loyalty and regulatory bodies for their continuous support. On behalf of the Board, I would also like to welcome our new Managing Director, Mr. Nagahisa Oyama, who came on board on 22 June 2005. With Mr. Oyama’s wealth of experience in the retail industry in Japan, we are assured and confident that Mr. Oyama will steer the Company through the challenges ahead and bring the Company through greater heights of achievement and success. And to you our valued shareholders, thank you for your confidence in AEON and support, which has contributed to our continued leadership position in the industry. DATO’ ABDULLAH BIN MOHD YUSOF CHAIRMAN The Company has also entered into an agreement to lease and operate a new shopping center in Bandar Perda, Penang, scheduled to open in 2007. The Company’s financial strategy was also aligned to support this expansion plans. During the financial year under review, as part of the Company’s strategy to rationalise its assets and provide funds for its expansion, the Company entered into a conditional sales and leaseback arrangement for the sale of its Kinta City Shopping Center in Ipoh, for RM121.00 million and to leaseback the same on a long term basis for continuous operations. Holding Company And Change of Accounting Year End Subsequent to the year under review, ÆON Co., Ltd., Japan increased its shareholding in the 27 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) REVIEW OF OPERATIONS Performance Overview The Malaysian economy registered a modest GDP growth of 5.3 % in year 2005 as compared to 7.1% in year 2004. The growth was again broad based across most sectors of the economy. The wholesale and retail trade, hotels and restaurants sector reported a strong growth of 8.0% for year 2005 compared to 7.1% in year 2004. In line with economic growth, the Company has once again turned in an excellent set of results for the year under review. Of the total revenue of RM1.962 billion, the retail business division contributed RM1.808 billion and the property management services division contributed RM154.69 million. Key contributors to the Company’s improved results include continuous good performance of its existing stores and shopping centers, enhanced operating efficiencies which has helped to keep costs down and the contributions from the two new stores and shopping centers and one new concept supermarket opened during the year. Retail Sales Our retail sales division continued to register growth for the financial year ended 28 February 2006, amidst the competitive challenges and cautious spending by consumers experienced in the year under review. The Company’s retail sales division contributed RM1.808 billion towards the total revenue for the year under review, and represents a growth of 9.66% over the previous year’s retail sales revenue. On same store basis, excluding the two newly opened stores at JUSCO Seremban 2 shopping center and AEON Tebrau City shopping center, the Company recorded a commendable growth of 4.8 %. 28 All our stores, excluding the stores at JUSCO Seremban 2 Shopping Center and AEON Tebrau City Shopping Center, which were operational for less than a year, recorded growth ranging from 2.4% to 9.4%. In terms of growth percentage, in the lead are JUSCO Bandar Puchong, JUSCO Taman Universiti and JUSCO Metro Prima, which recorded growth of 9.4%, 9.1% and 7.9 % respectively. The bigger stores of JUSCO Taman Maluri, JUSCO Bandar Utama and JUSCO Mid Valley, despite a higher base and more matured growth, also registered impressive performances with 3.8%, 3.5% and 4.2% respectively. JUSCO Melaka, JUSCO Wangsa Maju, JUSCO Bandar Baru Klang, JUSCO Ipoh and JUSCO Permas Jaya, despite strong competition around its vicinity, also performed well with 2.4%, 4.1%, 5.8%, 2.4% and 6.1% respectively. Among the specialty stores, the JUSCO Home Center in One Utama Shopping Center, after undergoing refurbishment with expanded range of attractive merchandise and services during the year, performed exceedingly well, registering a growth of 14.1% in the year under review. The response from the JOne supermarket, which opened in the year under review, is also encouraging. As for the new stores of JUSCO Seremban 2 and JUSCO Tebrau City, their performance since opening had been encouraging and up to expectation. The growth of our stores was attributable mainly to the various and innovative sales and merchandising activities carried out to boost sales in the year under review. One of our key missions for the financial year was “to innovate our merchandise to be more fashionable” so as to attract and cater for more levels of customers from different backgrounds and income groups. Towards that objective, in the year under review, besides improving our merchandise to be more fashionable, to build customer loyalty, we have also started to develop new line of merchandise through our in house brands development with the aim of providing quality merchandise with the best prices to the customers. Two such in-house brands that were launched during the year were the “JUSCO Selection” and “Orange Sorbet”. JUSCO Selection emphasises quality and value and features everyday items that shoppers buy like groceries, food items, cookware, household items, fabric cleaners, stationery and bedding, among other merchandise. “Orange Sorbet”, an in-house brand for apparel and accessories is targeted to be the one-stop shopping haven for the junior pre teen customers. Both brands have performed well. earned the Company a number of prestigious awards during the year. The Company is proud to acclaim that, in the year under review, JUSCO Taman Maluri store had through the Malaysian Retailers Association‘s “Service and Courtesy Excellence Awards for Retailers” been judged the winner in the following categories: - (i) Best Supermarket 2005/2006 (ii) Best Departmental Store 2005/2006 (iii) Overall Best Retail Outlet 2005/2006 Also through the “Retail World Excellence Awards” organised by the Retail World Asia publishing company, JUSCO Melaka store also won the prestigious Platinum Award in the supermarket category. On our new stores, on 26 September 2005, the Company opened its twelfth store in the new JUSCO Seremban 2 Shopping Center in the township of Seremban 2 and on 4 January 2006, its thirteenth store, In yet another operational and cost efficiency exercise, the Company has in the year under review also centralized the bakery, meat and delicatessen production processes at its stores through the setting up of a central processing center to serve its stores. This centralized processing center allows the Company to achieve consistent food quality, reduces food wastage and maintain freshness of our merchandise at all our stores. The Company continues to refurbish and renovate its existing stores to keep up with current market trends and to meet the changing expectations and demands of customers. Together with customer service, quality and assorted merchandise, the Company’s ability to draw customers through well maintained stores by continuous refurbishment to meet the customers’ ever changing tastes and expectations have also 29 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) REVIEW OF OPERATIONS Performance Overview The Malaysian economy registered a modest GDP growth of 5.3 % in year 2005 as compared to 7.1% in year 2004. The growth was again broad based across most sectors of the economy. The wholesale and retail trade, hotels and restaurants sector reported a strong growth of 8.0% for year 2005 compared to 7.1% in year 2004. In line with economic growth, the Company has once again turned in an excellent set of results for the year under review. Of the total revenue of RM1.962 billion, the retail business division contributed RM1.808 billion and the property management services division contributed RM154.69 million. Key contributors to the Company’s improved results include continuous good performance of its existing stores and shopping centers, enhanced operating efficiencies which has helped to keep costs down and the contributions from the two new stores and shopping centers and one new concept supermarket opened during the year. Retail Sales Our retail sales division continued to register growth for the financial year ended 28 February 2006, amidst the competitive challenges and cautious spending by consumers experienced in the year under review. The Company’s retail sales division contributed RM1.808 billion towards the total revenue for the year under review, and represents a growth of 9.66% over the previous year’s retail sales revenue. On same store basis, excluding the two newly opened stores at JUSCO Seremban 2 shopping center and AEON Tebrau City shopping center, the Company recorded a commendable growth of 4.8 %. 28 All our stores, excluding the stores at JUSCO Seremban 2 Shopping Center and AEON Tebrau City Shopping Center, which were operational for less than a year, recorded growth ranging from 2.4% to 9.4%. In terms of growth percentage, in the lead are JUSCO Bandar Puchong, JUSCO Taman Universiti and JUSCO Metro Prima, which recorded growth of 9.4%, 9.1% and 7.9 % respectively. The bigger stores of JUSCO Taman Maluri, JUSCO Bandar Utama and JUSCO Mid Valley, despite a higher base and more matured growth, also registered impressive performances with 3.8%, 3.5% and 4.2% respectively. JUSCO Melaka, JUSCO Wangsa Maju, JUSCO Bandar Baru Klang, JUSCO Ipoh and JUSCO Permas Jaya, despite strong competition around its vicinity, also performed well with 2.4%, 4.1%, 5.8%, 2.4% and 6.1% respectively. Among the specialty stores, the JUSCO Home Center in One Utama Shopping Center, after undergoing refurbishment with expanded range of attractive merchandise and services during the year, performed exceedingly well, registering a growth of 14.1% in the year under review. The response from the JOne supermarket, which opened in the year under review, is also encouraging. As for the new stores of JUSCO Seremban 2 and JUSCO Tebrau City, their performance since opening had been encouraging and up to expectation. The growth of our stores was attributable mainly to the various and innovative sales and merchandising activities carried out to boost sales in the year under review. One of our key missions for the financial year was “to innovate our merchandise to be more fashionable” so as to attract and cater for more levels of customers from different backgrounds and income groups. Towards that objective, in the year under review, besides improving our merchandise to be more fashionable, to build customer loyalty, we have also started to develop new line of merchandise through our in house brands development with the aim of providing quality merchandise with the best prices to the customers. Two such in-house brands that were launched during the year were the “JUSCO Selection” and “Orange Sorbet”. JUSCO Selection emphasises quality and value and features everyday items that shoppers buy like groceries, food items, cookware, household items, fabric cleaners, stationery and bedding, among other merchandise. “Orange Sorbet”, an in-house brand for apparel and accessories is targeted to be the one-stop shopping haven for the junior pre teen customers. Both brands have performed well. earned the Company a number of prestigious awards during the year. The Company is proud to acclaim that, in the year under review, JUSCO Taman Maluri store had through the Malaysian Retailers Association‘s “Service and Courtesy Excellence Awards for Retailers” been judged the winner in the following categories: - (i) Best Supermarket 2005/2006 (ii) Best Departmental Store 2005/2006 (iii) Overall Best Retail Outlet 2005/2006 Also through the “Retail World Excellence Awards” organised by the Retail World Asia publishing company, JUSCO Melaka store also won the prestigious Platinum Award in the supermarket category. On our new stores, on 26 September 2005, the Company opened its twelfth store in the new JUSCO Seremban 2 Shopping Center in the township of Seremban 2 and on 4 January 2006, its thirteenth store, In yet another operational and cost efficiency exercise, the Company has in the year under review also centralized the bakery, meat and delicatessen production processes at its stores through the setting up of a central processing center to serve its stores. This centralized processing center allows the Company to achieve consistent food quality, reduces food wastage and maintain freshness of our merchandise at all our stores. The Company continues to refurbish and renovate its existing stores to keep up with current market trends and to meet the changing expectations and demands of customers. Together with customer service, quality and assorted merchandise, the Company’s ability to draw customers through well maintained stores by continuous refurbishment to meet the customers’ ever changing tastes and expectations have also 29 AEON CO. (M) BHD. ( 126926 - H ) in AEON Tebrau City Shopping Center, opened its door to the public. Both stores represent new concept of general merchandise store and supermarket offering high quality products and services for customers emphasising on quality, value, convenience and comfort. Besides the opening of the abovementioned stores, the Company also launched a new concept supermarket called JUSCO J-One in Damansara Damai township on 21 October 2005. The opening of JUSCO J-One marked another level of retailing by the Company i.e. that of a convenience supermarket. Located within a bustling hub AEON CO. (M) BHD. ( 126926 - H ) of residential condominiums, commercial and office lots, the JUSCO J-One supermarket, offers customers a wide range of merchandise including fresh produce such as vegetables, fruits, frozen food and dairy products, dry grocery items, deli food, household items such as detergents and cooking accessories among others. Occupying a floor space of approximately 9,400 square feet, the JUSCO J-One Supermarket was opened at an investment cost of approximately RM2.5 million. During the year under review, the Company continued to build on its success in its specialty business in amusement, apparel and food. Following success in earlier stores, Smart Wonder World, the Company’s amusement business division is now being planned and extended to all other existing and new stores. Specialty merchandise of Jeans Studio, ti:zed and Orange Sorbet are being planned by the Company for inclusion in new shopping centers, which the Company will operate. On our J CARD loyalty program, to date, the Company’s J CARD membership has expanded to over 500,000 principal members with their purchases at JUSCO contributing 60% of monthly retail sales. J CARD will continue to be featured prominently in the Company’s business strategy and the Company intends to explore and expand more and better benefits for the members. In the year under review, the innovative J CARD Privilege Shopping Day for members to shop at their convenience had proven to be successful and will continue. On 18 November 2005, the Company together with its related company, AEON Credit Service (M) Sdn. Bhd. launched a co-branded credit card called “JUSCO Credit Card”, through which J CARD members will be given more incentives to shop using the co-branded credit card in the form of increased J CARD bonus points. Property Management Services The financial year ended 28 February 2006 was another good year for our property management services division, which registered a growth of 13.67% versus 15.8% in the previous year. In absolute terms, this translates to RM154.69 million in income as compared with RM136.09 million recorded in the previous year. Income from our property management services division continued to be steady and reliable. Our shopping centers continued to enjoy high occupancy rates at average 99% as opposed to the industry average of 80%, attributable mainly to the Company’s own JUSCO general merchandise stores and supermarkets being the strong anchor tenants and the Company’s astute and right understanding of target market needs that enables it to establish the right tenant mix. During the year under review, continuous review of tenant mix, refurbishment and maintenance were carried out in our shopping centers to meet customer demands and to ensure that the shopping centers stay competitive. Various activities and events were carried out to draw in the crowd. Kiosks offering variety of attractive merchandise are also now a feature of our shopping centers. Given the aforesaid, the Company is confident that its property management services division will continue to do well in the new financial year, particularly with the opening of more shopping centers in the pipeline. During the year, the Company added two new shopping centers to its property management services division with the opening of JUSCO Seremban 2 Shopping Center, which the Company leased, and AEON Tebrau City Shopping Center, Johor, which the Company built on the land that it had bought. The JUSCO Seremban 2 Shopping Center with a net lettable area of approximately 395,000 square feet, is an An artist impression of AEON Taman Equine Shopping Center. 30 31 AEON CO. (M) BHD. ( 126926 - H ) in AEON Tebrau City Shopping Center, opened its door to the public. Both stores represent new concept of general merchandise store and supermarket offering high quality products and services for customers emphasising on quality, value, convenience and comfort. Besides the opening of the abovementioned stores, the Company also launched a new concept supermarket called JUSCO J-One in Damansara Damai township on 21 October 2005. The opening of JUSCO J-One marked another level of retailing by the Company i.e. that of a convenience supermarket. Located within a bustling hub AEON CO. (M) BHD. ( 126926 - H ) of residential condominiums, commercial and office lots, the JUSCO J-One supermarket, offers customers a wide range of merchandise including fresh produce such as vegetables, fruits, frozen food and dairy products, dry grocery items, deli food, household items such as detergents and cooking accessories among others. Occupying a floor space of approximately 9,400 square feet, the JUSCO J-One Supermarket was opened at an investment cost of approximately RM2.5 million. During the year under review, the Company continued to build on its success in its specialty business in amusement, apparel and food. Following success in earlier stores, Smart Wonder World, the Company’s amusement business division is now being planned and extended to all other existing and new stores. Specialty merchandise of Jeans Studio, ti:zed and Orange Sorbet are being planned by the Company for inclusion in new shopping centers, which the Company will operate. On our J CARD loyalty program, to date, the Company’s J CARD membership has expanded to over 500,000 principal members with their purchases at JUSCO contributing 60% of monthly retail sales. J CARD will continue to be featured prominently in the Company’s business strategy and the Company intends to explore and expand more and better benefits for the members. In the year under review, the innovative J CARD Privilege Shopping Day for members to shop at their convenience had proven to be successful and will continue. On 18 November 2005, the Company together with its related company, AEON Credit Service (M) Sdn. Bhd. launched a co-branded credit card called “JUSCO Credit Card”, through which J CARD members will be given more incentives to shop using the co-branded credit card in the form of increased J CARD bonus points. Property Management Services The financial year ended 28 February 2006 was another good year for our property management services division, which registered a growth of 13.67% versus 15.8% in the previous year. In absolute terms, this translates to RM154.69 million in income as compared with RM136.09 million recorded in the previous year. Income from our property management services division continued to be steady and reliable. Our shopping centers continued to enjoy high occupancy rates at average 99% as opposed to the industry average of 80%, attributable mainly to the Company’s own JUSCO general merchandise stores and supermarkets being the strong anchor tenants and the Company’s astute and right understanding of target market needs that enables it to establish the right tenant mix. During the year under review, continuous review of tenant mix, refurbishment and maintenance were carried out in our shopping centers to meet customer demands and to ensure that the shopping centers stay competitive. Various activities and events were carried out to draw in the crowd. Kiosks offering variety of attractive merchandise are also now a feature of our shopping centers. Given the aforesaid, the Company is confident that its property management services division will continue to do well in the new financial year, particularly with the opening of more shopping centers in the pipeline. During the year, the Company added two new shopping centers to its property management services division with the opening of JUSCO Seremban 2 Shopping Center, which the Company leased, and AEON Tebrau City Shopping Center, Johor, which the Company built on the land that it had bought. The JUSCO Seremban 2 Shopping Center with a net lettable area of approximately 395,000 square feet, is an An artist impression of AEON Taman Equine Shopping Center. 30 31 AEON CO. (M) BHD. ( 126926 - H ) innovatively designed community shopping center with two levels of retail space, ample parking space, interesting mix of 100 tenants besides JUSCO departmental store and supermarket. JUSCO Seremban 2 Shopping Center is the Company’s twelfth store and first in the state of Negeri Sembilan. Reflecting the concept of “community shopping center” themed fun and good dining, JUSCO Seremban 2 Shopping Center features an entertainment zone, which includes bowling and amusement parks, fashion, specialty stores and a restaurant street, offering wholesome entertainment, dining and shopping for the whole family and also the young customers, AEON CO. (M) BHD. ( 126926 - H ) thus bringing a whole new lifestyle to the people of Seremban. AEON Tebrau City Shopping Center, the Company’s thirteenth store and the third in the state of Johor, is a three-story complex with a net lettable floor area of approximately 690,000 square feet and 3,800 parking bays is the largest stand-alone shopping center in Johor Bahru. The shopping center enjoys 100% occupancy and has a total of about 200 attractive retail, dining and entertainment outlets including international brands retailers and retailers new to shoppers in Johor Bahru. Through AEON Tebrau City Shopping Center, world class shopping and dining is now in Johor. It is set to be a major attraction for shopping and dining not only to the people from the southern region but also shoppers and diners from Singapore. As part of the Company’s strategy to unlock value in its assets and provide funds for expansion through its existing assets, the Company had on 28 December 2005 signed a conditional sale and leaseback agreement with Equity Nirvana Sdn. Bhd., the locally incorporated company of institutional funds managed by Pramerica Real Estate Investors (Asia) Pte. Ltd., for the sale of its Kinta City Shopping Center for a total cash consideration of RM121.0 million. The Company will, through long-term leaseback, continue to maintain its presence and operate the retail and shopping center management business on the property as before, upon completion of the transaction. As at the end of February 2006, the terms and conditions of the transaction had yet to be fully completed. Human Resource Management As a leading retailer in the country, the Company is committed to the highest quality of customer service to maintain its competitive edge over other retailers. With a current operating workforce of about 8,000 employees, the Company recognises that its employees are its most valuable and vital asset and as such, continue to place great emphasis on human resource development to ensure that it has a well trained and competent workforce. To ensure this, checks on manpower productivity were monitored through various performance indicators regularly. During the year, several job and organisational changes involving the staff were effected which provided the staff with the opportunity to acquire new skills and career advancement. With expansion plans and growth in organisation size, the Company has to ensure that it has the right caliber of employees with the required skills and experience to meet the needs of the organisation as it strives to rising expectations and demands of consumers. As such, the Company has continued to tap into the pool of new graduates via its management trainee scheme for suitable and interested candidates with a view to a career in retailing. The Company regularly recruits between 200 to 300 management trainees annually. 32 Interested staff or eligible workforce are also encouraged to attend a formal education and training program at the JUSCO-OUM Retail Center for a Career Certificate in Retailing Operations or a Diploma in Management (Retailing). The year 2005 also saw the Company embarking on selecting its first batch of employees to participate in the “New Leader Development Program”, a program designed to groom the candidates into leaders of tomorrow. The first batch graduated on 4 October 2005 and is now entrusted with various supervisory and management positions in the Company. A second intake was launched on 20 October 2005. The Company’s Japan Management Trainee Program is on going and for selected candidates who have passed the program, their experiences gained while on attachment with selected ÆON stores in Japan have been found to be truly beneficial and enriching both to themselves and the Company. Holding Company And Change of Accounting Year End Subsequent to the year under review, the Company became a subsidiary of ÆON Co., Ltd., Japan on 24 April 2006. ÆON Co., Ltd., Japan now holds 51% shareholding in the Company. The Company is also changing its accounting year end from 28 February to 31 December starting from the new financial year. Thus, the first financial year after the change, the Company’s financial statements would be based on ten months from March 2006 to December 2006. Prospects and Challenges The Company envisaged yet another challenging year as competition grow more intense in the coming year and retailers strive to maintain and grow market share amidst a weakening consumer market. Besides competition, given the recent rounds of petrol price and interest rate increases, consumers’ spending is likely to be more cautious in the near future. The petrol and interest rate hike are also expected to have an impact on the costs of operations from increase in direct and associated costs. On the competition, price war among retailers especially the hypermarkets is expected to be ongoing as each retailer seeks to maintain or increase its market share. Though essentially targeting at different consumer markets from the specialty retailers and hypermarkets, the Company monitors closely the changing retail industry trend and customer behaviors to ensure that it always remains competitive and maintain its leading edge in the industry. Notwithstanding that however, the Company is confident that with the measures that it had taken during the year through, among others, costs operational efficiency, continuous innovation in J CARD benefits and services, development of in-house brands, expansion of specialty business as well as creating new tenant mix for its shopping center, they will ensure that the Company’s retail sales and property management division will continue to register growth in the new financial year. New stores such as JUSCO Seremban 2 and JUSCO Tebrau City are also expected to make significant contributions to the Company’s growth in the new financial year. On its expansion, the Company will strategise to extend its retail dominance through the expected opening of another two new shopping centers and an anchor tenant store in the new financial year. 33 AEON CO. (M) BHD. ( 126926 - H ) innovatively designed community shopping center with two levels of retail space, ample parking space, interesting mix of 100 tenants besides JUSCO departmental store and supermarket. JUSCO Seremban 2 Shopping Center is the Company’s twelfth store and first in the state of Negeri Sembilan. Reflecting the concept of “community shopping center” themed fun and good dining, JUSCO Seremban 2 Shopping Center features an entertainment zone, which includes bowling and amusement parks, fashion, specialty stores and a restaurant street, offering wholesome entertainment, dining and shopping for the whole family and also the young customers, AEON CO. (M) BHD. ( 126926 - H ) thus bringing a whole new lifestyle to the people of Seremban. AEON Tebrau City Shopping Center, the Company’s thirteenth store and the third in the state of Johor, is a three-story complex with a net lettable floor area of approximately 690,000 square feet and 3,800 parking bays is the largest stand-alone shopping center in Johor Bahru. The shopping center enjoys 100% occupancy and has a total of about 200 attractive retail, dining and entertainment outlets including international brands retailers and retailers new to shoppers in Johor Bahru. Through AEON Tebrau City Shopping Center, world class shopping and dining is now in Johor. It is set to be a major attraction for shopping and dining not only to the people from the southern region but also shoppers and diners from Singapore. As part of the Company’s strategy to unlock value in its assets and provide funds for expansion through its existing assets, the Company had on 28 December 2005 signed a conditional sale and leaseback agreement with Equity Nirvana Sdn. Bhd., the locally incorporated company of institutional funds managed by Pramerica Real Estate Investors (Asia) Pte. Ltd., for the sale of its Kinta City Shopping Center for a total cash consideration of RM121.0 million. The Company will, through long-term leaseback, continue to maintain its presence and operate the retail and shopping center management business on the property as before, upon completion of the transaction. As at the end of February 2006, the terms and conditions of the transaction had yet to be fully completed. Human Resource Management As a leading retailer in the country, the Company is committed to the highest quality of customer service to maintain its competitive edge over other retailers. With a current operating workforce of about 8,000 employees, the Company recognises that its employees are its most valuable and vital asset and as such, continue to place great emphasis on human resource development to ensure that it has a well trained and competent workforce. To ensure this, checks on manpower productivity were monitored through various performance indicators regularly. During the year, several job and organisational changes involving the staff were effected which provided the staff with the opportunity to acquire new skills and career advancement. With expansion plans and growth in organisation size, the Company has to ensure that it has the right caliber of employees with the required skills and experience to meet the needs of the organisation as it strives to rising expectations and demands of consumers. As such, the Company has continued to tap into the pool of new graduates via its management trainee scheme for suitable and interested candidates with a view to a career in retailing. The Company regularly recruits between 200 to 300 management trainees annually. 32 Interested staff or eligible workforce are also encouraged to attend a formal education and training program at the JUSCO-OUM Retail Center for a Career Certificate in Retailing Operations or a Diploma in Management (Retailing). The year 2005 also saw the Company embarking on selecting its first batch of employees to participate in the “New Leader Development Program”, a program designed to groom the candidates into leaders of tomorrow. The first batch graduated on 4 October 2005 and is now entrusted with various supervisory and management positions in the Company. A second intake was launched on 20 October 2005. The Company’s Japan Management Trainee Program is on going and for selected candidates who have passed the program, their experiences gained while on attachment with selected ÆON stores in Japan have been found to be truly beneficial and enriching both to themselves and the Company. Holding Company And Change of Accounting Year End Subsequent to the year under review, the Company became a subsidiary of ÆON Co., Ltd., Japan on 24 April 2006. ÆON Co., Ltd., Japan now holds 51% shareholding in the Company. The Company is also changing its accounting year end from 28 February to 31 December starting from the new financial year. Thus, the first financial year after the change, the Company’s financial statements would be based on ten months from March 2006 to December 2006. Prospects and Challenges The Company envisaged yet another challenging year as competition grow more intense in the coming year and retailers strive to maintain and grow market share amidst a weakening consumer market. Besides competition, given the recent rounds of petrol price and interest rate increases, consumers’ spending is likely to be more cautious in the near future. The petrol and interest rate hike are also expected to have an impact on the costs of operations from increase in direct and associated costs. On the competition, price war among retailers especially the hypermarkets is expected to be ongoing as each retailer seeks to maintain or increase its market share. Though essentially targeting at different consumer markets from the specialty retailers and hypermarkets, the Company monitors closely the changing retail industry trend and customer behaviors to ensure that it always remains competitive and maintain its leading edge in the industry. Notwithstanding that however, the Company is confident that with the measures that it had taken during the year through, among others, costs operational efficiency, continuous innovation in J CARD benefits and services, development of in-house brands, expansion of specialty business as well as creating new tenant mix for its shopping center, they will ensure that the Company’s retail sales and property management division will continue to register growth in the new financial year. New stores such as JUSCO Seremban 2 and JUSCO Tebrau City are also expected to make significant contributions to the Company’s growth in the new financial year. On its expansion, the Company will strategise to extend its retail dominance through the expected opening of another two new shopping centers and an anchor tenant store in the new financial year. 33 AEON CO. (M) BHD. ( 126926 - H ) The shopping centers to be opened will be at Taman Equine and Cheras Selatan, both in Selangor. The shopping centers in Taman Equine and Cheras Selatan, which again have JUSCO departmental store and supermarket as anchor tenants and supported by about 80 and 100 tenants respectively, will further contribute to the Company’s growth in the coming years. In the case of AEON Taman Equine Shopping Center, which had a net lettable area of approximately 290,000 square feet, the Company leases the land and builds the building whereas in AEON Cheras Selatan Shopping Center, with an approximate net lettable area of 368,000 square feet, the Company will build and own both the shopping center and the land. In Queensbay Mall, Penang, which is set to be the largest and longest mall in Penang, the Company will be an anchor tenant with its general merchandise store and supermarket, occupying approximately 250,000 square feet. The outlet is scheduled to be opened in December 2006. In the new financial year, the Company will also be opening its second J-One Supermarket at the Pearl Point Shopping Mall, Kuala Lumpur. Occupying an area of approximately 34,000 square 34 AEON CO. (M) BHD. ( 126926 - H ) feet, the opening of JUSCO J-One Pearl Point will provide residents in residential housing estates along Jalan Klang Lama with a new, convenient and rewarding supermarket experience. Its opening is scheduled for July 2006. The Company has also entered into an agreement to lease and operate a new shopping center in Bandar Perda, Penang, scheduled to open in 2007. The Company remains confident that its established presence, expansion plans and focus on competitive strengths, business strategies and retail formats will enable the Company to achieve continuous growth in the coming years. Activities In The Financial Year Among many others, a JUSCO Double Prosperity Bonanza competition was held from 10 January till 22 January 2006. The selection process for winners was held at the AEON Headquarter on 27 January 2006 by Encik Rashid Adam, General Manager of Corporate Affairs Division and was audited by the Company’s Internal Audit Manager, Mr. Eddy Tang. Thousands of applications were received from AEON customers from thirteen JUSCO stores nationwide. On 20 May 2005, AEON Headquarter held its fire drill exercise for the first time since moving from Menara Kausar at Wangsa Maju to the new premise at 3 rd Floor of JUSCO Taman Maluri Shopping Center. The Fire and Rescue Department Kuala Lumpur was present to supervise the program. It is hoped that this program will prepare AEON CO. (M) BHD.’s headquarter staff to handle the situation in the event of a fire. Similiar fire drills were carried out at all JUSCO Stores & Shopping Centers. It was held to train the staff in the event of a real fire. The following are some of the enhancement systems implemented during the year under review:- (i) Financial Tools Management The budget management system of the Company has been further enhanced with the incorporation of a built-in intelligent tool to deal with budget analysis. The credit card data entry management and reconciliaiton system was also further enhanced. (ii) Human Resource For cost effectiveness and efficiency, beginning with the new stores, the human resource database is now decentralised to allow store operations limited access to the system for reports and data processing. (iii) J CARD Management For the convenience of the Company’s J CARD members which had grown considerably over the last two years, members can now check their accumulated points, rebate entitlement, gift redemption, shopping privileges and the list of participating J CARD establishments etc at the Company’s homepage at the HYPERLINK “http://www. jusco.com.my” which had been revamped during the year to provide for the added features. transfer processing and item master maintenance capabilities features. (v) Infrastructure On the infrastructure side, various wireless device facilities were employed to provide real-time information to improve prompt and urgent decision-making and to improve operations efficiency. (iv) Stock and Logistic Management An Itemised Inventory System (“IIS”) with data warehousing capabilities that manages the logistic of stock movement between the Distribution Centre and the stores was also implemented during the year. This allows further improvement in the efficiencies of stores and merchanding operations through its price management, goods Information Technology During the financial year, the main focus was the Company’s Information Technology system infrastructure to support the company’s expansion plans. 35 AEON CO. (M) BHD. ( 126926 - H ) The shopping centers to be opened will be at Taman Equine and Cheras Selatan, both in Selangor. The shopping centers in Taman Equine and Cheras Selatan, which again have JUSCO departmental store and supermarket as anchor tenants and supported by about 80 and 100 tenants respectively, will further contribute to the Company’s growth in the coming years. In the case of AEON Taman Equine Shopping Center, which had a net lettable area of approximately 290,000 square feet, the Company leases the land and builds the building whereas in AEON Cheras Selatan Shopping Center, with an approximate net lettable area of 368,000 square feet, the Company will build and own both the shopping center and the land. In Queensbay Mall, Penang, which is set to be the largest and longest mall in Penang, the Company will be an anchor tenant with its general merchandise store and supermarket, occupying approximately 250,000 square feet. The outlet is scheduled to be opened in December 2006. In the new financial year, the Company will also be opening its second J-One Supermarket at the Pearl Point Shopping Mall, Kuala Lumpur. Occupying an area of approximately 34,000 square 34 AEON CO. (M) BHD. ( 126926 - H ) feet, the opening of JUSCO J-One Pearl Point will provide residents in residential housing estates along Jalan Klang Lama with a new, convenient and rewarding supermarket experience. Its opening is scheduled for July 2006. The Company has also entered into an agreement to lease and operate a new shopping center in Bandar Perda, Penang, scheduled to open in 2007. The Company remains confident that its established presence, expansion plans and focus on competitive strengths, business strategies and retail formats will enable the Company to achieve continuous growth in the coming years. Activities In The Financial Year Among many others, a JUSCO Double Prosperity Bonanza competition was held from 10 January till 22 January 2006. The selection process for winners was held at the AEON Headquarter on 27 January 2006 by Encik Rashid Adam, General Manager of Corporate Affairs Division and was audited by the Company’s Internal Audit Manager, Mr. Eddy Tang. Thousands of applications were received from AEON customers from thirteen JUSCO stores nationwide. On 20 May 2005, AEON Headquarter held its fire drill exercise for the first time since moving from Menara Kausar at Wangsa Maju to the new premise at 3 rd Floor of JUSCO Taman Maluri Shopping Center. The Fire and Rescue Department Kuala Lumpur was present to supervise the program. It is hoped that this program will prepare AEON CO. (M) BHD.’s headquarter staff to handle the situation in the event of a fire. Similiar fire drills were carried out at all JUSCO Stores & Shopping Centers. It was held to train the staff in the event of a real fire. The following are some of the enhancement systems implemented during the year under review:- (i) Financial Tools Management The budget management system of the Company has been further enhanced with the incorporation of a built-in intelligent tool to deal with budget analysis. The credit card data entry management and reconciliaiton system was also further enhanced. (ii) Human Resource For cost effectiveness and efficiency, beginning with the new stores, the human resource database is now decentralised to allow store operations limited access to the system for reports and data processing. (iii) J CARD Management For the convenience of the Company’s J CARD members which had grown considerably over the last two years, members can now check their accumulated points, rebate entitlement, gift redemption, shopping privileges and the list of participating J CARD establishments etc at the Company’s homepage at the HYPERLINK “http://www. jusco.com.my” which had been revamped during the year to provide for the added features. transfer processing and item master maintenance capabilities features. (v) Infrastructure On the infrastructure side, various wireless device facilities were employed to provide real-time information to improve prompt and urgent decision-making and to improve operations efficiency. (iv) Stock and Logistic Management An Itemised Inventory System (“IIS”) with data warehousing capabilities that manages the logistic of stock movement between the Distribution Centre and the stores was also implemented during the year. This allows further improvement in the efficiencies of stores and merchanding operations through its price management, goods Information Technology During the financial year, the main focus was the Company’s Information Technology system infrastructure to support the company’s expansion plans. 35 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) STATEMENT ON CORPORATE GOVERNANCE Board Responsibilities A) Directors 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. The Board of Directors 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. No 36 Board Balance The Board of Directors consists of nine (9) members; comprising one (1) Non-Executive Chairman, one (1) Non-Executive Vice Chairman, two (2) Executive Directors and five (5) Non-Executive Directors. Of the five (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 fields such as economics, public services, accounting and finance, 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 profile of each Director is presented on page 21 to page 23 of the Annual Report. Name of Directors Board Meetings Directors’ Training The Board met five (5) times at regular intervals during the financial year ended 28 February 2006. The details of attendance of each Director at the Board meetings held during the financial year are as the table below. All 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. Supply of Information The Company Secretary ensures that all Board meetings are furnished with proper agendas. Board papers and reports providing updates on financial, operational and corporate developments including matters such as the Company’s corporate citizenship program and staff welfare matters 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. Number of meetings attended/held during the Director’s term in office 1 Dato’ Abdullah bin Mohd Yusof 5/5 2 Mr. Toshiji Tokiwa 5/5 3 Mr. Tatsuichi Yamaguchi 4/5 4 Mr. Nagahisa Oyama (appointed on 22 June 2005) 4/4 5 Mr. Masato Yokoyama 5/5 6 Datuk Ramli bin Ibrahim 5/5 7 Brig. Jen. (B) Dato’ Mohd Idris bin Saman 5/5 8 Datuk Zawawi bin Mahmuddin 5/5 9 Dato’ Chew Kong Seng 5/5 10 Mr. Soichi Okazaki (retired on 22 June 2005) 1/1 Board Committees The Board of Directors are assisted by its Committees, which have been established under defined terms of reference. The Committees are the Nomination Committee, the Remuneration Committee and the Audit Committee. The Nomination Committee The Nomination Committee members are Mr. Tatsuichi Yamaguchi (Chairman), Dato’ Abdullah bin Yusof, Dato’ Chew Kong Seng, Brig. Jen. (B) Dato’ Mohd Idris bin Saman and Datuk Zawawi bin Mahmuddin. The committee met one (1) time in the financial year under review. The duties and responsibilities of the Committee, among others, are to recommend to the Board, candidates for directorship, directors to fill 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 Board, through the Nomination Committee, on 21 April 2006 conducted the annual assessment of the Directors’ performance and contribution, and reviewed the required mix of skills and experience of the Board to function competently and efficiently as a whole. The Board is pleased to state that its current composition of members meets the requirement of a competent and effective Board. packages of all Directors, including the Non-Executive Chairman and Non-Executive Vice Chairman and is a matter for the Board as a whole. Individual Directors concerned do not participate in the discussion on their own remuneration. The Audit Committee The Board is also assisted by the Audit Committee whose members, terms of reference and activities for the financial year under review are stated on page 40 to 42 of the Annual Report. Re-election In accordance with the Company’s Articles of Association, all Directors retire every year. The Remuneration Committee The Remuneration Committee members is made up of NonExecutive Directors whose members are Mr. Tatsuichi Yamaguchi (Chairman), Dato’ Abdullah bin 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. The committee met one (1) time in the financial year under review to determine the remuneration 37 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) STATEMENT ON CORPORATE GOVERNANCE Board Responsibilities A) Directors 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. The Board of Directors 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. No 36 Board Balance The Board of Directors consists of nine (9) members; comprising one (1) Non-Executive Chairman, one (1) Non-Executive Vice Chairman, two (2) Executive Directors and five (5) Non-Executive Directors. Of the five (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 fields such as economics, public services, accounting and finance, 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 profile of each Director is presented on page 21 to page 23 of the Annual Report. Name of Directors Board Meetings Directors’ Training The Board met five (5) times at regular intervals during the financial year ended 28 February 2006. The details of attendance of each Director at the Board meetings held during the financial year are as the table below. All 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. Supply of Information The Company Secretary ensures that all Board meetings are furnished with proper agendas. Board papers and reports providing updates on financial, operational and corporate developments including matters such as the Company’s corporate citizenship program and staff welfare matters 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. Number of meetings attended/held during the Director’s term in office 1 Dato’ Abdullah bin Mohd Yusof 5/5 2 Mr. Toshiji Tokiwa 5/5 3 Mr. Tatsuichi Yamaguchi 4/5 4 Mr. Nagahisa Oyama (appointed on 22 June 2005) 4/4 5 Mr. Masato Yokoyama 5/5 6 Datuk Ramli bin Ibrahim 5/5 7 Brig. Jen. (B) Dato’ Mohd Idris bin Saman 5/5 8 Datuk Zawawi bin Mahmuddin 5/5 9 Dato’ Chew Kong Seng 5/5 10 Mr. Soichi Okazaki (retired on 22 June 2005) 1/1 Board Committees The Board of Directors are assisted by its Committees, which have been established under defined terms of reference. The Committees are the Nomination Committee, the Remuneration Committee and the Audit Committee. The Nomination Committee The Nomination Committee members are Mr. Tatsuichi Yamaguchi (Chairman), Dato’ Abdullah bin Yusof, Dato’ Chew Kong Seng, Brig. Jen. (B) Dato’ Mohd Idris bin Saman and Datuk Zawawi bin Mahmuddin. The committee met one (1) time in the financial year under review. The duties and responsibilities of the Committee, among others, are to recommend to the Board, candidates for directorship, directors to fill 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 Board, through the Nomination Committee, on 21 April 2006 conducted the annual assessment of the Directors’ performance and contribution, and reviewed the required mix of skills and experience of the Board to function competently and efficiently as a whole. The Board is pleased to state that its current composition of members meets the requirement of a competent and effective Board. packages of all Directors, including the Non-Executive Chairman and Non-Executive Vice Chairman and is a matter for the Board as a whole. Individual Directors concerned do not participate in the discussion on their own remuneration. The Audit Committee The Board is also assisted by the Audit Committee whose members, terms of reference and activities for the financial year under review are stated on page 40 to 42 of the Annual Report. Re-election In accordance with the Company’s Articles of Association, all Directors retire every year. The Remuneration Committee The Remuneration Committee members is made up of NonExecutive Directors whose members are Mr. Tatsuichi Yamaguchi (Chairman), Dato’ Abdullah bin 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. The committee met one (1) time in the financial year under review to determine the remuneration 37 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) B) Directors Remuneration D) Accountability And Audit The breakdown of the remuneration of the Directors during the financial year under review is as below: - Financial Reporting reasonable prudent judgment and estimates have been consistently applied. In its financial reporting via quarterly announcements of results, annual financial statements and annual report presentation including the Chairman’s Statement and Review of Operations, the Board of Directors always provides a comprehensive assessment of the Company’s performance and prospects for the benefits of shareholders, investors and interested parties. The Audit Committee also assists the Board in overseeing the Company’s financial reporting processes. The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial 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. 1) Aggregate remuneration of the Directors categorised into appropriate components: Executive Directors RM Non Executive Directors RM 252,000 858,812 44,688 162,308 796,000 14,700 - 1,048,000 858,812 59,388 162,308 1,317,808 810,700 2,128,508 Fees Salaries Benefits-in-kind Other emoluments Total RM 2) The number of Directors whose total remuneration fall within the following bands: Number of Directors Range of Remuneration Executive Non-Executive Total RM50,001 to RM100,000 - 5 5 RM100,001 to RM150,000 - - - RM150,001 to RM200,000 - 1 1 RM200,001 to RM250,000 1 1 2 RM250,001 to RM300,000 - - - 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 1 - 1 RM550,001 to RM600,000 1 - 1 RM600,001 to RM650,000 - - - 3 7 10 C) Shareholders Investors and Shareholders Communication It 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 practice. The Company’s financial performance, 38 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 Directors’ responsibility statement in respect of the preparation of the audited financial statements The Board of Directors is responsible for the preparation of the financial statements for the financial year of the Company, which gives a true and fair view of the state of affairs of the Company and its results and cash flow for the financial year under review. The Board of Directors has ensured that the financial 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 financial statements, the Board of Directors has ascertained that accounting policies and Going Concern The Board of Directors confirms 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 financial statements. meetings whereby discussed. issues are 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 Governance The Board of Directors 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 financial year under review except on disclosure of each individual Director’s remuneration. State Of Internal Control The Statement on Internal Control set out on page 43 on the Annual Report provides an overview of the state of internal controls within the Company. Relationship With The External Auditors The Board of Directors 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 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 year under review. During the meeting, shareholders have the opportunities to enquire and comment on the Company’s performance and operations. 39 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) B) Directors Remuneration D) Accountability And Audit The breakdown of the remuneration of the Directors during the financial year under review is as below: - Financial Reporting reasonable prudent judgment and estimates have been consistently applied. In its financial reporting via quarterly announcements of results, annual financial statements and annual report presentation including the Chairman’s Statement and Review of Operations, the Board of Directors always provides a comprehensive assessment of the Company’s performance and prospects for the benefits of shareholders, investors and interested parties. The Audit Committee also assists the Board in overseeing the Company’s financial reporting processes. The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial 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. 1) Aggregate remuneration of the Directors categorised into appropriate components: Executive Directors RM Non Executive Directors RM 252,000 858,812 44,688 162,308 796,000 14,700 - 1,048,000 858,812 59,388 162,308 1,317,808 810,700 2,128,508 Fees Salaries Benefits-in-kind Other emoluments Total RM 2) The number of Directors whose total remuneration fall within the following bands: Number of Directors Range of Remuneration Executive Non-Executive Total RM50,001 to RM100,000 - 5 5 RM100,001 to RM150,000 - - - RM150,001 to RM200,000 - 1 1 RM200,001 to RM250,000 1 1 2 RM250,001 to RM300,000 - - - 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 1 - 1 RM550,001 to RM600,000 1 - 1 RM600,001 to RM650,000 - - - 3 7 10 C) Shareholders Investors and Shareholders Communication It 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 practice. The Company’s financial performance, 38 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 Directors’ responsibility statement in respect of the preparation of the audited financial statements The Board of Directors is responsible for the preparation of the financial statements for the financial year of the Company, which gives a true and fair view of the state of affairs of the Company and its results and cash flow for the financial year under review. The Board of Directors has ensured that the financial 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 financial statements, the Board of Directors has ascertained that accounting policies and Going Concern The Board of Directors confirms 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 financial statements. meetings whereby discussed. issues are 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 Governance The Board of Directors 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 financial year under review except on disclosure of each individual Director’s remuneration. State Of Internal Control The Statement on Internal Control set out on page 43 on the Annual Report provides an overview of the state of internal controls within the Company. Relationship With The External Auditors The Board of Directors 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 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 year under review. During the meeting, shareholders have the opportunities to enquire and comment on the Company’s performance and operations. 39 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) TERMS OF REFERENCE OF THE AUDIT COMMITTEE 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’ Mohd. Idris bin Saman Member (Independent Non-Executive Director) Constitution Meetings Reporting Procedures The Board hereby resolves to establish a Committee of the Board to be known as the Audit Committee with the following terms of reference. The Committee shall meet at least four 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 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. - 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 financial statements, and - Statement about the state of Internal Control of the Company. Composition Of Audit Committee The Committee shall be appointed by the Board from among its members and shall consist of not less than 3 members of whom a majority shall be Independent 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 3 years’ working experience and have passed the examinations specified in Part I of the 1st. Schedule of the Accountants Act 1967 or is a member of one of the associations specified in Part II of the said Schedule or fulfils such other requirements as prescribed 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 who is not an Executive Director or employee of the company or any related corporation. 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, the Board of Directors shall, within three months of that event, appoint such number of new members as may be required to make up the minimum number of three members. The Board shall review the term of office of Committee members no less than every three years. 40 Attendance At Meetings The General Manager of Finance, the Head of Internal Audit, the Company Secretary, the Senior Finance Manager, the Compliance Officer 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 specifically invited to by the Committee. Secretary To Audit Committee The 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 of Directors and for ensuring compliance with Bursa Malaysia Securities Berhad’s requirements. Where the Committee is of the view that a matter reported by it to the Board of Directors 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. - - - - 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 and person(s) carrying out the internal audit function or activity. 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 members of the Company, whenever deemed necessary. - - - Duties And Responsibilities The duties and responsibilities of the Committee shall be: - To review the Terms of Reference at least annually, or as conditions dictate. - To review any financial information for publication, including quarterly and annual financial statements before submission to the Board. The review shall focus on: • Any changes in accounting policies and practices. Major judgmental areas. Significant 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. The External Auditors’ audit report, areas of concern arising from the audit and any other matters the external 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. To review the internal audit plan, consider the major findings of internal audit, fraud investigations and actions and steps taken by management in response to audit findings. To review the adequacy and relevance of the scope, functions and resources of Internal Audit and the necessary authority to carry out its work. - - - - To review any related party transactions and conflict 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 making recommendations to the Board on 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 Function The Committee shall oversee all internal audit functions and is authorised to commission investigations to be conducted by Internal Audit as it deems fit. The Internal Auditor 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 Internal Auditor shall require the prior approval of the Committee. Quorum A quorum shall consist of a majority of committee members present at the meeting who are independent directors. Authority The Committee is authorised by the Board to: - Investigate any activity within its terms of reference. - Have resources, which are 41 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) TERMS OF REFERENCE OF THE AUDIT COMMITTEE 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’ Mohd. Idris bin Saman Member (Independent Non-Executive Director) Constitution Meetings Reporting Procedures The Board hereby resolves to establish a Committee of the Board to be known as the Audit Committee with the following terms of reference. The Committee shall meet at least four 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 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. - 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 financial statements, and - Statement about the state of Internal Control of the Company. Composition Of Audit Committee The Committee shall be appointed by the Board from among its members and shall consist of not less than 3 members of whom a majority shall be Independent 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 3 years’ working experience and have passed the examinations specified in Part I of the 1st. Schedule of the Accountants Act 1967 or is a member of one of the associations specified in Part II of the said Schedule or fulfils such other requirements as prescribed 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 who is not an Executive Director or employee of the company or any related corporation. 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, the Board of Directors shall, within three months of that event, appoint such number of new members as may be required to make up the minimum number of three members. The Board shall review the term of office of Committee members no less than every three years. 40 Attendance At Meetings The General Manager of Finance, the Head of Internal Audit, the Company Secretary, the Senior Finance Manager, the Compliance Officer 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 specifically invited to by the Committee. Secretary To Audit Committee The 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 of Directors and for ensuring compliance with Bursa Malaysia Securities Berhad’s requirements. Where the Committee is of the view that a matter reported by it to the Board of Directors 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. - - - - 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 and person(s) carrying out the internal audit function or activity. 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 members of the Company, whenever deemed necessary. - - - Duties And Responsibilities The duties and responsibilities of the Committee shall be: - To review the Terms of Reference at least annually, or as conditions dictate. - To review any financial information for publication, including quarterly and annual financial statements before submission to the Board. The review shall focus on: • Any changes in accounting policies and practices. Major judgmental areas. Significant 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. The External Auditors’ audit report, areas of concern arising from the audit and any other matters the external 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. To review the internal audit plan, consider the major findings of internal audit, fraud investigations and actions and steps taken by management in response to audit findings. To review the adequacy and relevance of the scope, functions and resources of Internal Audit and the necessary authority to carry out its work. - - - - To review any related party transactions and conflict 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 making recommendations to the Board on 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 Function The Committee shall oversee all internal audit functions and is authorised to commission investigations to be conducted by Internal Audit as it deems fit. The Internal Auditor 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 Internal Auditor shall require the prior approval of the Committee. Quorum A quorum shall consist of a majority of committee members present at the meeting who are independent directors. Authority The Committee is authorised by the Board to: - Investigate any activity within its terms of reference. - Have resources, which are 41 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) THE AUDIT COMMITTEE STATEMENT ON INTERNAL CONTROL The Audit Committee comprises the following members: Board’s Responsibilities - Dato’ Chew Kong Seng (Chairman) Independent Non-Executive Director - Datuk Ramli bin Ibrahim Non-Independent Non Executive Director - Brig Jen (B) Dato’ Mohd Idris bin Saman Independent Non-Executive Director The Board of Directors recognises its responsibilities over the Company’s system of internal controls, covering all its financial and operating activities to safeguard shareholders’ investment and the Company’s assets. Terms Of Reference Of The Audit Committee During the financial year under review, there were no changes to the terms of reference of the Audit Committee. Meetings During the financial 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 office Dato’ Chew Kong Seng (Chairman) 4/4 Datuk Ramli bin Ibrahim 4/4 Brig Jen (B) Dato’ Mohd Idris bin Saman 4/4 The meetings were structured through the use of agendas, which were distributed to members with sufficient notification. f. The Company Secretary was present in all the meetings. A representative of the External Auditors, Messrs KPMG Desa Megat & Co., the General Manager of Finance, the Head of Internal Audit, the Senior Finance Manager, the Compliance Officer, attended the meetings and related management personnel attended the meetings upon invitation. Summary Of The Audit Committee’s Activities During The Year Under Review During 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 financial results and annual audited financial 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 42 g. h. i. findings of Internal Audit, fraud investigations and actions taken by management in response to the audit findings. 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. 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. Reviewed related party transactions. Reported to the Board on its activities and significant findings and results of the External and Internal Audits. On 9 January 2006, the Audit Committee held one meeting 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 Commitee, the annual internal audit plan, which supplemented the approved 3- b. c. d. e. f. g. h. i. year internal audit plan, its audit strategy and audit scope of work. Reviewed and analysed certain key business processes idenified in the annual audit plan, reported ineffective and inadequated controls, and made recommendations to improve their effectiveness. Monitored and ensured management implemented corrective action plans. Monitored compliance with policies and procedures Reviewed the adequacy and effectiveness of the internal control structures of the Company. Assisted the Board of Directors and Management on compliance matters required by the Malaysian Code on Corporate Governance. Assisted the Board of Directors and Management by reviewing the risk policy and control strategies in the organisation. Carried out investigative assignments. Continued inculcating good risk management practices throughout the Company. The Board has an established ongoing process for identifying, evaluating and managing the significant 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 findings to the Board. Internal Audit Function The Audit Committee, assisted by the Internal Audit Department, provides the Board with the assurance it requires on the adequacy and integrity of the system on internal controls. The Internal Audit Department independently reviews the risk identification procedures and control processes implemented by the management, conducts audits that encompasses 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 on the basis of a threeyear 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 profiles of the major business units of the Company. System Of Internal Controls The Board of Directors 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 year. The following are the key elements of the Company’s system of internal controls: - The management structure of the Company formally defines lines of responsibility and delegation of authority for all aspects 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 and Management 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 reviews by the management to incorporate changing business risks and operational efficiency; - The Audit Committee is responsible for reviewing the statutory annual financial statements and the quarterly announcements to Bursa Malaysia Securities Berhad 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 ongoing 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. Conclusion The Board of Directors 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 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. 43 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) THE AUDIT COMMITTEE STATEMENT ON INTERNAL CONTROL The Audit Committee comprises the following members: Board’s Responsibilities - Dato’ Chew Kong Seng (Chairman) Independent Non-Executive Director - Datuk Ramli bin Ibrahim Non-Independent Non Executive Director - Brig Jen (B) Dato’ Mohd Idris bin Saman Independent Non-Executive Director The Board of Directors recognises its responsibilities over the Company’s system of internal controls, covering all its financial and operating activities to safeguard shareholders’ investment and the Company’s assets. Terms Of Reference Of The Audit Committee During the financial year under review, there were no changes to the terms of reference of the Audit Committee. Meetings During the financial 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 office Dato’ Chew Kong Seng (Chairman) 4/4 Datuk Ramli bin Ibrahim 4/4 Brig Jen (B) Dato’ Mohd Idris bin Saman 4/4 The meetings were structured through the use of agendas, which were distributed to members with sufficient notification. f. The Company Secretary was present in all the meetings. A representative of the External Auditors, Messrs KPMG Desa Megat & Co., the General Manager of Finance, the Head of Internal Audit, the Senior Finance Manager, the Compliance Officer, attended the meetings and related management personnel attended the meetings upon invitation. Summary Of The Audit Committee’s Activities During The Year Under Review During 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 financial results and annual audited financial 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 42 g. h. i. findings of Internal Audit, fraud investigations and actions taken by management in response to the audit findings. 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. 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. Reviewed related party transactions. Reported to the Board on its activities and significant findings and results of the External and Internal Audits. On 9 January 2006, the Audit Committee held one meeting 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 Commitee, the annual internal audit plan, which supplemented the approved 3- b. c. d. e. f. g. h. i. year internal audit plan, its audit strategy and audit scope of work. Reviewed and analysed certain key business processes idenified in the annual audit plan, reported ineffective and inadequated controls, and made recommendations to improve their effectiveness. Monitored and ensured management implemented corrective action plans. Monitored compliance with policies and procedures Reviewed the adequacy and effectiveness of the internal control structures of the Company. Assisted the Board of Directors and Management on compliance matters required by the Malaysian Code on Corporate Governance. Assisted the Board of Directors and Management by reviewing the risk policy and control strategies in the organisation. Carried out investigative assignments. Continued inculcating good risk management practices throughout the Company. The Board has an established ongoing process for identifying, evaluating and managing the significant 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 findings to the Board. Internal Audit Function The Audit Committee, assisted by the Internal Audit Department, provides the Board with the assurance it requires on the adequacy and integrity of the system on internal controls. The Internal Audit Department independently reviews the risk identification procedures and control processes implemented by the management, conducts audits that encompasses 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 on the basis of a threeyear 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 profiles of the major business units of the Company. System Of Internal Controls The Board of Directors 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 year. The following are the key elements of the Company’s system of internal controls: - The management structure of the Company formally defines lines of responsibility and delegation of authority for all aspects 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 and Management 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 reviews by the management to incorporate changing business risks and operational efficiency; - The Audit Committee is responsible for reviewing the statutory annual financial statements and the quarterly announcements to Bursa Malaysia Securities Berhad 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 ongoing 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. Conclusion The Board of Directors 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 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. 43 AEON CO. (M) BHD. ( 126926 - H ) FINANCIAL STATEMENTS OTHER INFORMATION Material Contracts involving Directors and substantial Shareholders Material contracts entered into by the Company which involve Directors’ and major Shareholders’ interests and still subsisting at the end of the financial year ended 28 February 2006, or entered into since the end of the previous financial year, comprise the following: a) On 12 October 2000 and through a supplemental agreement on 1 January 2006, 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 RM10.84 million. ÆON Co., Ltd. is a holding company of AEON CO. (M) BHD. b) On 1 July 1997, the Company entered into a Factoring Agreement with a related company, AEON Credit Service (M) Sdn. Bhd. whereby the Company’s goods sold on credit under its easy payment scheme are factored to AEON Credit Service (M) Sdn. Bhd. The debts sold to AEON Credit Service (M) Sdn. Bhd. 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) Sdn. Bhd. in the year under review amounted to RM4.46 million. Dato’ Abdullah bin Mohd Yusof and Datuk Ramli bin Ibrahim, both Directors of AEON CO. (M) BHD. are also 44 Directors and shareholders in AEON Credit Service (M) Sdn. Bhd. Mr. Masato Yokoyama, a Director of AEON CO. (M) BHD. is also a shareholder of AEON Credit Service (M) Sdn. Bhd. ÆON Co., Ltd. has an indirect interest in AEON Credit Service (M) Sdn. Bhd. 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) Sdn. Bhd. to set out the terms and conditions for the issuance of a credit card called JUSCO Credit Card by AEON Credit Service (M) Sdn. Bhd., in affiliation or association with the Company, to further promote and enhance AEON Credit Service (M) Sdn. Bhd.’s credit card business and the Company’s retailing business. The Company permits AEON Credit Service (M) Sdn. Bhd. 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) Sdn. Bhd. 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) Sdn. Bhd. was RM15 thousand. The Company further agreed to appoint AEON Credit Service (M) Sdn. Bhd. as the sole acquirer of the card transactions transacted using AEON Credit Service (M) Sdn. Bhd.’s issued cards. On 29 December 2005, the Company entered into a credit card merchant agreement with AEON Credit Services (M) Sdn. Bhd. whereby for the Company’s goods sold on credit through for the year ended 28 February 2006 credit cards issued by AEON Credit Service (M) Sdn. Bhd., AEON Credit Service (M) Sdn. Bhd. 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) Sdn. Bhd. in the year under review was RM5.91 million and the total credit card commission payable is RM83 thousand. Dato’ Abdullah bin Mohd Yusof and Datuk Ramli bin Ibrahim, both Directors of AEON CO. (M) BHD. are also Directors and shareholders in AEON Credit Service (M) Sdn. Bhd. Mr. Masato Yokoyama, a director of AEON CO. (M) BHD. is also a shareholder of AEON Credit Service (M) Sdn. Bhd. ÆON Co., Ltd. has an indirect interest in AEON Credit Service (M) Sdn. Bhd. through AEON Credit Service Co. Ltd. Non Audit Fees The amount of non-statutory audit fees paid to the external auditor and its affiliates during the year under review is RM41,325, comprising of mainly advisory, review and tax services. Revaluation Policy on Landed Properties There 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 56 of this Annual Report. Directors’ Report Balance Sheet Income Statement Statement of Changes in Equity Cash Flow Statement Notes to the Financial Statements Statement by Directors Statutory Declaration Report of the Auditors AEON CO. (M) BHD. ( 126926 - H ) FINANCIAL STATEMENTS OTHER INFORMATION Material Contracts involving Directors and substantial Shareholders Material contracts entered into by the Company which involve Directors’ and major Shareholders’ interests and still subsisting at the end of the financial year ended 28 February 2006, or entered into since the end of the previous financial year, comprise the following: a) On 12 October 2000 and through a supplemental agreement on 1 January 2006, 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 RM10.84 million. ÆON Co., Ltd. is a holding company of AEON CO. (M) BHD. b) On 1 July 1997, the Company entered into a Factoring Agreement with a related company, AEON Credit Service (M) Sdn. Bhd. whereby the Company’s goods sold on credit under its easy payment scheme are factored to AEON Credit Service (M) Sdn. Bhd. The debts sold to AEON Credit Service (M) Sdn. Bhd. 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) Sdn. Bhd. in the year under review amounted to RM4.46 million. Dato’ Abdullah bin Mohd Yusof and Datuk Ramli bin Ibrahim, both Directors of AEON CO. (M) BHD. are also 44 Directors and shareholders in AEON Credit Service (M) Sdn. Bhd. Mr. Masato Yokoyama, a Director of AEON CO. (M) BHD. is also a shareholder of AEON Credit Service (M) Sdn. Bhd. ÆON Co., Ltd. has an indirect interest in AEON Credit Service (M) Sdn. Bhd. 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) Sdn. Bhd. to set out the terms and conditions for the issuance of a credit card called JUSCO Credit Card by AEON Credit Service (M) Sdn. Bhd., in affiliation or association with the Company, to further promote and enhance AEON Credit Service (M) Sdn. Bhd.’s credit card business and the Company’s retailing business. The Company permits AEON Credit Service (M) Sdn. Bhd. 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) Sdn. Bhd. 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) Sdn. Bhd. was RM15 thousand. The Company further agreed to appoint AEON Credit Service (M) Sdn. Bhd. as the sole acquirer of the card transactions transacted using AEON Credit Service (M) Sdn. Bhd.’s issued cards. On 29 December 2005, the Company entered into a credit card merchant agreement with AEON Credit Services (M) Sdn. Bhd. whereby for the Company’s goods sold on credit through for the year ended 28 February 2006 credit cards issued by AEON Credit Service (M) Sdn. Bhd., AEON Credit Service (M) Sdn. Bhd. 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) Sdn. Bhd. in the year under review was RM5.91 million and the total credit card commission payable is RM83 thousand. Dato’ Abdullah bin Mohd Yusof and Datuk Ramli bin Ibrahim, both Directors of AEON CO. (M) BHD. are also Directors and shareholders in AEON Credit Service (M) Sdn. Bhd. Mr. Masato Yokoyama, a director of AEON CO. (M) BHD. is also a shareholder of AEON Credit Service (M) Sdn. Bhd. ÆON Co., Ltd. has an indirect interest in AEON Credit Service (M) Sdn. Bhd. through AEON Credit Service Co. Ltd. Non Audit Fees The amount of non-statutory audit fees paid to the external auditor and its affiliates during the year under review is RM41,325, comprising of mainly advisory, review and tax services. Revaluation Policy on Landed Properties There 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 56 of this Annual Report. Directors’ Report Balance Sheet Income Statement Statement of Changes in Equity Cash Flow Statement Notes to the Financial Statements Statement by Directors Statutory Declaration Report of the Auditors AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) DIRECTORS’ REPORT for the year ended 28 February 2006 The Directors have pleasure in submitting their report and the audited financial statements of the Company for the year ended 28 February 2006. The holdings and deemed holdings 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: Principal activities 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 center operation. There has been no significant change in the nature of these activities during the financial year. Number of ordinary shares of RM1 each At 1.3.2005 Acquired Sold At 28.2.2006 308,000 30,000 - - 308,000 30,000 Results RM’000 Net profit for the year Shareholdings in which Directors have direct interest in the Company 73,204 Dato’ Abdullah bin Mohd Yusof Masato Yokoyama Reserves and provisions There were no material transfers to or from reserves and provisions during the year under review except as disclosed in the financial statements. Dividend Since the end of the previous financial year, the Company paid a first and final dividend of 12% less tax of 28%, amounting to RM15,163,200 in respect of the year ended 28 February 2005 on 20 July 2005. The first and final dividend recommended by the Directors in respect of the year ended 28 February 2006 is 15% less tax of 28%, amounting to RM18,954,000, which is subject to the approval of members at the forthcoming Annual General Meeting of the Company. Shareholdings in which Directors have indirect interest in the Company Dato’ Abdullah bin Mohd Yusof Datuk Ramli bin Ibrahim 7,650,000 280,000 - (3,620,000) - 4,030,000 280,000 None of the other Directors holding office at 28 February 2006 had any interest in the ordinary shares of the Company or of its related corporations during the financial year. Directors’ benefits Directors of the Company Directors who served since the date of the last report are: Dato’ Abdullah bin Mohd Yusof Toshiji Tokiwa Masato Yokoyama Tatsuichi Yamaguchi Datuk Ramli bin Ibrahim Brig. Jen. (B) Dato’ Mohd Idris bin Saman Datuk Zawawi bin Mahmuddin Dato’ Chew Kong Seng @ Chew Kong Huat Nagahisa Oyama (appointed on 22.6.2005) Nagahisa Oyama (ceased as Alternate Director to Soichi Okazaki on 22.6.2005) Soichi Okazaki (retired on 22.6.2005) Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest, except for certain Directors who may be deemed to derive a benefit by virtue of those transactions, advisory services and tenancy 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 financial year which had the object of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Issue of shares and debentures There were no changes in the issued and paid-up capital of the Company during the financial year. Options granted over unissued shares No options were granted to any person to take up unissued shares of the Company during the financial year. Significant event during the financial year During the financial year, the Company entered into a conditional Sale and Leaseback Agreement (“SLA”) with Equity Nirvana Sdn. Bhd. for the sale of its property known as Kinta City Shopping Center, comprising a freehold land located in the Mukim of Hulu Kinta, District of Kinta, Perak and a three (3) storey shopping mall constructed thereon together with specified plant and machinery, for a total cash consideration of RM121 million. To date the SLA is yet to be completed. Equity Nirvana Sdn. Bhd. shall leaseback the same property to the Company for an initial period of nine (9) years with options for renewals upon completion of the sale and purchase of the property. 46 47 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) DIRECTORS’ REPORT for the year ended 28 February 2006 The Directors have pleasure in submitting their report and the audited financial statements of the Company for the year ended 28 February 2006. The holdings and deemed holdings 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: Principal activities 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 center operation. There has been no significant change in the nature of these activities during the financial year. Number of ordinary shares of RM1 each At 1.3.2005 Acquired Sold At 28.2.2006 308,000 30,000 - - 308,000 30,000 Results RM’000 Net profit for the year Shareholdings in which Directors have direct interest in the Company 73,204 Dato’ Abdullah bin Mohd Yusof Masato Yokoyama Reserves and provisions There were no material transfers to or from reserves and provisions during the year under review except as disclosed in the financial statements. Dividend Since the end of the previous financial year, the Company paid a first and final dividend of 12% less tax of 28%, amounting to RM15,163,200 in respect of the year ended 28 February 2005 on 20 July 2005. The first and final dividend recommended by the Directors in respect of the year ended 28 February 2006 is 15% less tax of 28%, amounting to RM18,954,000, which is subject to the approval of members at the forthcoming Annual General Meeting of the Company. Shareholdings in which Directors have indirect interest in the Company Dato’ Abdullah bin Mohd Yusof Datuk Ramli bin Ibrahim 7,650,000 280,000 - (3,620,000) - 4,030,000 280,000 None of the other Directors holding office at 28 February 2006 had any interest in the ordinary shares of the Company or of its related corporations during the financial year. Directors’ benefits Directors of the Company Directors who served since the date of the last report are: Dato’ Abdullah bin Mohd Yusof Toshiji Tokiwa Masato Yokoyama Tatsuichi Yamaguchi Datuk Ramli bin Ibrahim Brig. Jen. (B) Dato’ Mohd Idris bin Saman Datuk Zawawi bin Mahmuddin Dato’ Chew Kong Seng @ Chew Kong Huat Nagahisa Oyama (appointed on 22.6.2005) Nagahisa Oyama (ceased as Alternate Director to Soichi Okazaki on 22.6.2005) Soichi Okazaki (retired on 22.6.2005) Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest, except for certain Directors who may be deemed to derive a benefit by virtue of those transactions, advisory services and tenancy 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 financial year which had the object of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Issue of shares and debentures There were no changes in the issued and paid-up capital of the Company during the financial year. Options granted over unissued shares No options were granted to any person to take up unissued shares of the Company during the financial year. Significant event during the financial year During the financial year, the Company entered into a conditional Sale and Leaseback Agreement (“SLA”) with Equity Nirvana Sdn. Bhd. for the sale of its property known as Kinta City Shopping Center, comprising a freehold land located in the Mukim of Hulu Kinta, District of Kinta, Perak and a three (3) storey shopping mall constructed thereon together with specified plant and machinery, for a total cash consideration of RM121 million. To date the SLA is yet to be completed. Equity Nirvana Sdn. Bhd. shall leaseback the same property to the Company for an initial period of nine (9) years with options for renewals upon completion of the sale and purchase of the property. 46 47 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) BALANCE SHEET at 28 February 2006 Other statutory information Before the financial statements 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 financial statements of the Company inadequate to any substantial extent, or ii) that would render the value attributed to the current assets in the financial 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 financial statements, that would render any amount stated in the financial 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 financial 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 financial year. Note 2006 RM’000 2005 RM’000 Property, plant and equipment Investments Current assets 2 971,256 756,335 3 1,075 175 Inventories Trade and other receivables Cash and cash equivalents 4 159,061 139,296 5 26,695 26,677 6 53,405 92,363 239,161 258,336 7 547,152 413,549 8 625 307 12,583 12,751 560,360 426,607 (321,199) (168,271) 651,132 588,239 9 175,500 175,500 10 446,351 388,310 621,851 563,810 29,281 24,429 651,132 588,239 Current liabilities Trade and other payables Borrowings (unsecured) Taxation 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 financial 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. Net current liabilities In the opinion of the Directors, the results of the operations of the Company for the financial year ended 28 February 2006 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 financial year and the date of this report. Financed by: Capital and reserves Share capital Reserves Auditors The auditors, Messrs KPMG Desa Megat & Co., have indicated their willingness to accept re-appointment. Shareholders’ funds Signed in accordance with a resolution of the Directors: Long term and deferred liabilities Deferred tax liabilities 11 .................................................................. Dato’ Abdullah bin Mohd Yusof .................................................................. Nagahisa Oyama The financial statements were approved and authorised for issue by the Board of Directors on 21 April 2006. Kuala Lumpur, The notes set out on pages 53 to 67 form an integral part of, and should be read in conjunction with, these financial statements. Date: 21 April 2006 48 49 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) BALANCE SHEET at 28 February 2006 Other statutory information Before the financial statements 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 financial statements of the Company inadequate to any substantial extent, or ii) that would render the value attributed to the current assets in the financial 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 financial statements, that would render any amount stated in the financial 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 financial 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 financial year. Note 2006 RM’000 2005 RM’000 Property, plant and equipment Investments Current assets 2 971,256 756,335 3 1,075 175 Inventories Trade and other receivables Cash and cash equivalents 4 159,061 139,296 5 26,695 26,677 6 53,405 92,363 239,161 258,336 7 547,152 413,549 8 625 307 12,583 12,751 560,360 426,607 (321,199) (168,271) 651,132 588,239 9 175,500 175,500 10 446,351 388,310 621,851 563,810 29,281 24,429 651,132 588,239 Current liabilities Trade and other payables Borrowings (unsecured) Taxation 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 financial 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. Net current liabilities In the opinion of the Directors, the results of the operations of the Company for the financial year ended 28 February 2006 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 financial year and the date of this report. Financed by: Capital and reserves Share capital Reserves Auditors The auditors, Messrs KPMG Desa Megat & Co., have indicated their willingness to accept re-appointment. Shareholders’ funds Signed in accordance with a resolution of the Directors: Long term and deferred liabilities Deferred tax liabilities 11 .................................................................. Dato’ Abdullah bin Mohd Yusof .................................................................. Nagahisa Oyama The financial statements were approved and authorised for issue by the Board of Directors on 21 April 2006. Kuala Lumpur, The notes set out on pages 53 to 67 form an integral part of, and should be read in conjunction with, these financial statements. Date: 21 April 2006 48 49 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) INCOME STATEMENT STATEMENT OF CHANGES IN EQUITY for the year ended 28 February 2006 for the year ended 28 February 2006 Note Revenue 2006 RM’000 1,962,445 2005 RM’000 1,784,564 Other operating income 1,067 900 Changes in inventories 19,765 (6,982) (1,433,814) (1,306,326) Net purchases Staff costs 13 (111,708) (93,862) Depreciation 2 (59,227) (55,273) (266,080) (223,445) Operating expenses 12 112,448 99,576 Interest expense 14 (595) (987) 345 421 112,198 99,010 (38,994) (34,763) 73,204 64,247 41.7 36.6 Interest income Net profit for the year Dividend - 2004 final 17 Distributable Retained profits RM’000 Total RM’000 281,408 512,328 87,750 108,488 34,682 - - - 64,247 64,247 - - - (12,636) (12,636) 87,750 (87,750) - - - - - 517 - - (129) - (129) Issuance of shares for bonus issue Net gains and losses income statement: Transfer from revaluation reserve to retained profits Profit before taxation 15 Net profit for the year Basic earnings per ordinary share (sen) At 1 March 2004 Non-distributable Share Revaluation premium reserve RM’000 RM’000 not recognised in the Operating profit Tax expense Note Share capital RM’000 16 Bonus issue expenses (517) - __________________________________________________________________ At 28 February 2005/ 1 March 2005 Net profit for the year Dividend - 2005 final 17 175,500 20,609 34,165 333,536 563,810 - - - 73,204 73,204 - - - (15,163) (15,163) - - 517 - Net gains and losses Dividend per ordinary share - net (sen) 17 10.8 8.6 not recognised in the income statement: Transfer from revaluation reserve to retained profits (517) __________________________________________________________________ At 28 February 2006 175,500 20,609 33,648 392,094 Note 9 Note 10 Note 10 Note 10 621,851 The notes set out on pages 53 to 67 form an integral part of, and should be read in conjunction with, these financial statements. The notes set out on pages 53 to 67 form an integral part of, and should be read in conjunction with, these financial statements. 50 51 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) INCOME STATEMENT STATEMENT OF CHANGES IN EQUITY for the year ended 28 February 2006 for the year ended 28 February 2006 Note Revenue 2006 RM’000 1,962,445 2005 RM’000 1,784,564 Other operating income 1,067 900 Changes in inventories 19,765 (6,982) (1,433,814) (1,306,326) Net purchases Staff costs 13 (111,708) (93,862) Depreciation 2 (59,227) (55,273) (266,080) (223,445) Operating expenses 12 112,448 99,576 Interest expense 14 (595) (987) 345 421 112,198 99,010 (38,994) (34,763) 73,204 64,247 41.7 36.6 Interest income Net profit for the year Dividend - 2004 final 17 Distributable Retained profits RM’000 Total RM’000 281,408 512,328 87,750 108,488 34,682 - - - 64,247 64,247 - - - (12,636) (12,636) 87,750 (87,750) - - - - - 517 - - (129) - (129) Issuance of shares for bonus issue Net gains and losses income statement: Transfer from revaluation reserve to retained profits Profit before taxation 15 Net profit for the year Basic earnings per ordinary share (sen) At 1 March 2004 Non-distributable Share Revaluation premium reserve RM’000 RM’000 not recognised in the Operating profit Tax expense Note Share capital RM’000 16 Bonus issue expenses (517) - __________________________________________________________________ At 28 February 2005/ 1 March 2005 Net profit for the year Dividend - 2005 final 17 175,500 20,609 34,165 333,536 563,810 - - - 73,204 73,204 - - - (15,163) (15,163) - - 517 - Net gains and losses Dividend per ordinary share - net (sen) 17 10.8 8.6 not recognised in the income statement: Transfer from revaluation reserve to retained profits (517) __________________________________________________________________ At 28 February 2006 175,500 20,609 33,648 392,094 Note 9 Note 10 Note 10 Note 10 621,851 The notes set out on pages 53 to 67 form an integral part of, and should be read in conjunction with, these financial statements. The notes set out on pages 53 to 67 form an integral part of, and should be read in conjunction with, these financial statements. 50 51 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) CASH FLOW STATEMENT NOTES TO THE FINANCIAL STATEMENTS for the year ended 28 February 2006 Cash flows from operating activities Profit before taxation Adjustments for: Depreciation Interest expense Interest income Loss/(gain) on disposal of property, plant and equipment Property, plant and equipment written off 2006 RM’000 2005 RM’000 112,198 99,010 59,227 595 (345) 83 824 55,273 987 (421) (15) 407 Net cash generated from operating activities 252,092 141,928 (275,375) 320 (900) 345 (119,237) 87 421 (275,610) (118,729) Property, plant and equipment retired from active use and held for disposal are stated at the carrying amount at the date when the asset is retired from active use, less impairment losses, if any. Depreciation Freehold land and construction work-in-progress are not amortised. Long term leasehold land is amortised over a period of 95-99 years. Buildings are depreciated on a straight-line basis over the shorter of 50 years or the lease period. The straight-line method is used to write off the cost of the other assets over the term of their estimated useful lives at the following principal annual rates: Buildings 2% - 5% Furniture, fixtures and fittings 20% Structures 10% Motor vehicles 20% Office equipment 10% IT equipment 20% Machinery and equipment 10% - 20% (d) Investments Long term investments are stated at cost. An allowance is made when the Directors are of the view that there is a diminution in their value which is other than temporary. (15,163) (595) - (12,636) (987) (129) (e) Trade and other receivables (15,758) (13,752) (f) Employee benefits Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of year (39,276) 92,056 9,447 82,609 Cash and cash equivalents at end of year 52,780 92,056 Cash and cash equivalents comprise: Cash and bank balances Deposits with licensed financial institutions Bank overdraft (c) Property, plant and equipment Surpluses arising from revaluation are dealt with in the property revaluation reserve account. Any deficit arising is offset against the revaluation reserve to the extent of a previous increase for the same property. In all other cases, a decrease in carrying amount is charged to the income statement. 170,596 (28,668) Net cash used in financing activities An affiliated company is a company that holds a long term equity interest of 20% to 50% in the Company. 6,982 3,780 4,593 286,402 (34,310) Cash flows from financing activities Dividend paid to shareholders of the Company Interest paid Bonus issue expenses (b) Affiliated company Property, plant and equipment except for freehold land and construction work-in-progress are stated at cost/ valuation less accumulated depreciation and accumulated impairment losses, if any. Cash generated from operations Income taxes paid (19,765) (18) 133,603 The financial statements of the Company are prepared on the historical cost basis except as disclosed in the notes to the financial statements and in compliance with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia. 155,241 172,582 Net cash used in investing activities The following accounting policies are adopted by the Company and are consistent with those adopted in the previous years. (a) Basis of accounting Operating profit before working capital changes Changes in working capital: Inventories Trade and other receivables Trade and other payables Cash flows from investing activities Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Purchase of unquoted shares Interest received 1. Summary of significant accounting policies 27,105 26,300 (625) 29,663 62,700 (307) 52,780 92,056 Trade and other receivables are stated at cost less allowance for doubtful debts, where applicable. (i) Short term employee benefits Wages, salaries and bonuses are recognised as expense in the year in which the associated services are rendered by the employees of the Company. Accumulating compensated absences such as paid annual leave, should they occur, are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur. (ii) Defined contribution plan Obligations for contributions to defined contribution plan are recognised as an expense in the income statement as incurred. (g) Liabilities Trade and other payables are stated at cost. The notes set out on pages 53 to 67 form an integral part of, and should be read in conjunction with, these financial statements. (h) Inventories Inventories are stated 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. (i) Cash and cash equivalents Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid investments which have an insignificant risk of changes in value. For the purpose of the cash flow statements, cash and cash equivalents are presented net of bank overdrafts. 52 53 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) CASH FLOW STATEMENT NOTES TO THE FINANCIAL STATEMENTS for the year ended 28 February 2006 Cash flows from operating activities Profit before taxation Adjustments for: Depreciation Interest expense Interest income Loss/(gain) on disposal of property, plant and equipment Property, plant and equipment written off 2006 RM’000 2005 RM’000 112,198 99,010 59,227 595 (345) 83 824 55,273 987 (421) (15) 407 Net cash generated from operating activities 252,092 141,928 (275,375) 320 (900) 345 (119,237) 87 421 (275,610) (118,729) Property, plant and equipment retired from active use and held for disposal are stated at the carrying amount at the date when the asset is retired from active use, less impairment losses, if any. Depreciation Freehold land and construction work-in-progress are not amortised. Long term leasehold land is amortised over a period of 95-99 years. Buildings are depreciated on a straight-line basis over the shorter of 50 years or the lease period. The straight-line method is used to write off the cost of the other assets over the term of their estimated useful lives at the following principal annual rates: Buildings 2% - 5% Furniture, fixtures and fittings 20% Structures 10% Motor vehicles 20% Office equipment 10% IT equipment 20% Machinery and equipment 10% - 20% (d) Investments Long term investments are stated at cost. An allowance is made when the Directors are of the view that there is a diminution in their value which is other than temporary. (15,163) (595) - (12,636) (987) (129) (e) Trade and other receivables (15,758) (13,752) (f) Employee benefits Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of year (39,276) 92,056 9,447 82,609 Cash and cash equivalents at end of year 52,780 92,056 Cash and cash equivalents comprise: Cash and bank balances Deposits with licensed financial institutions Bank overdraft (c) Property, plant and equipment Surpluses arising from revaluation are dealt with in the property revaluation reserve account. Any deficit arising is offset against the revaluation reserve to the extent of a previous increase for the same property. In all other cases, a decrease in carrying amount is charged to the income statement. 170,596 (28,668) Net cash used in financing activities An affiliated company is a company that holds a long term equity interest of 20% to 50% in the Company. 6,982 3,780 4,593 286,402 (34,310) Cash flows from financing activities Dividend paid to shareholders of the Company Interest paid Bonus issue expenses (b) Affiliated company Property, plant and equipment except for freehold land and construction work-in-progress are stated at cost/ valuation less accumulated depreciation and accumulated impairment losses, if any. Cash generated from operations Income taxes paid (19,765) (18) 133,603 The financial statements of the Company are prepared on the historical cost basis except as disclosed in the notes to the financial statements and in compliance with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia. 155,241 172,582 Net cash used in investing activities The following accounting policies are adopted by the Company and are consistent with those adopted in the previous years. (a) Basis of accounting Operating profit before working capital changes Changes in working capital: Inventories Trade and other receivables Trade and other payables Cash flows from investing activities Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Purchase of unquoted shares Interest received 1. Summary of significant accounting policies 27,105 26,300 (625) 29,663 62,700 (307) 52,780 92,056 Trade and other receivables are stated at cost less allowance for doubtful debts, where applicable. (i) Short term employee benefits Wages, salaries and bonuses are recognised as expense in the year in which the associated services are rendered by the employees of the Company. Accumulating compensated absences such as paid annual leave, should they occur, are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur. (ii) Defined contribution plan Obligations for contributions to defined contribution plan are recognised as an expense in the income statement as incurred. (g) Liabilities Trade and other payables are stated at cost. The notes set out on pages 53 to 67 form an integral part of, and should be read in conjunction with, these financial statements. (h) Inventories Inventories are stated 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. (i) Cash and cash equivalents Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid investments which have an insignificant risk of changes in value. For the purpose of the cash flow statements, cash and cash equivalents are presented net of bank overdrafts. 52 53 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) (j) Impairment (n) Expenses The carrying amount of assets, other than inventories and financial assets, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset or the cash-generating unit to which it belongs exceeds its recoverable amount. Impairment losses are recognised in the income statement, unless the asset is carried at a revalued amount, in which case the impairment loss is charged to equity. The recoverable amount is the greater of the asset’s net selling price and its value in use. In assessing value in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cashgenerating unit to which the asset belongs. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount and it 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. The reversal is recognised in the income statement, unless it reverses an impairment loss on a revalued asset, in which case it is taken to equity. i) Operating lease payments Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. ii) Interest expense All interest and other costs incurred in connection with borrowings are expensed as incurred. 2. Property, plant and equipment Balance at 1.3.2005 RM’000 Tax on the profit or loss for the year comprises current and deferred tax. Income tax 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 expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Transfer in/(out) RM’000 Balance at 28.2.2006 RM’000 Cost/Valuation Freehold land at cost valuation Buildings at valuation Leasehold land at cost Buildings at cost Structures Deferred tax is provided, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Temporary differences are not recognised for the initial recognition of assets or liabilities that at the time of the transaction affects neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Office equipment Machinery and equipment 87,666 - - - 87,666 60,761 - - - 60,761 126,003 - - - 126,003 75,607 - - - 75,607 245,198 121,247 - 3,150 369,595 82,878 14,135 4,132 100,684 fittings Motor vehicles IT equipment 2006 RM 2005 RM 3.20 3.50 (m)Revenue i) Goods sold and services rendered Revenue from the sale of goods represents gross trading sales, including concessionaires less returns and discounts and is recognised in the income statement when the significant risks and rewards of ownership have been transferred to the buyer. Property management services from shopping center operation which include rental income, service charge, sales commission and distribution center charges earned are recognised on an accrual basis. ii) Interest income Interest income is recognised in the income statement as it accrues, taking into account the effective yield on the asset. 6,551 1,870 (758) - 7,663 173,346 84,046 (1,809) 2,014 257,597 141,308 32,803 (517) 255 173,849 4,386 1,095 (550) - 4,931 260 48 - - 308 18,993 20,131 - 1,022,957 275,375 (4,095) - Construction work-in- Transactions in foreign currencies are translated to Ringgit Malaysia at rates of exchange ruling at the date of the transactions. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Ringgit Malaysia at the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. The closing rates used in the translation of foreign currency assets and liabilities are as follows: (461) Furniture, fixtures and progress (l) Foreign currency transactions 54 (Disposal/ Write off) RM’000 Leasehold land at (k) Income tax Japanese Yen 100 Additions RM’000 Accumulated depreciation Leasehold land at valuation Buildings at valuation Leasehold land at cost Buildings at cost Structures Office equipment Machinery and equipment Furniture, fixtures and fittings Motor vehicles IT equipment (9,551) 29,573 1,294,237 6,540 614 - - 7,154 26,931 2,520 - - 29,451 2,443 763 - - 3,206 39,917 5,840 - - 45,757 25,368 8,641 (198) - 33,811 3,614 536 (696) - 3,454 61,854 21,718 (1,123) - 82,449 96,832 17,943 (469) - 114,306 2,901 637 (382) - 3,156 222 15 - 237 266,622 59,227 - 322,981 (2,868) 55 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) (j) Impairment (n) Expenses The carrying amount of assets, other than inventories and financial assets, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset or the cash-generating unit to which it belongs exceeds its recoverable amount. Impairment losses are recognised in the income statement, unless the asset is carried at a revalued amount, in which case the impairment loss is charged to equity. The recoverable amount is the greater of the asset’s net selling price and its value in use. In assessing value in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cashgenerating unit to which the asset belongs. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount and it 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. The reversal is recognised in the income statement, unless it reverses an impairment loss on a revalued asset, in which case it is taken to equity. i) Operating lease payments Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. ii) Interest expense All interest and other costs incurred in connection with borrowings are expensed as incurred. 2. Property, plant and equipment Balance at 1.3.2005 RM’000 Tax on the profit or loss for the year comprises current and deferred tax. Income tax 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 expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Transfer in/(out) RM’000 Balance at 28.2.2006 RM’000 Cost/Valuation Freehold land at cost valuation Buildings at valuation Leasehold land at cost Buildings at cost Structures Deferred tax is provided, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Temporary differences are not recognised for the initial recognition of assets or liabilities that at the time of the transaction affects neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Office equipment Machinery and equipment 87,666 - - - 87,666 60,761 - - - 60,761 126,003 - - - 126,003 75,607 - - - 75,607 245,198 121,247 - 3,150 369,595 82,878 14,135 4,132 100,684 fittings Motor vehicles IT equipment 2006 RM 2005 RM 3.20 3.50 (m)Revenue i) Goods sold and services rendered Revenue from the sale of goods represents gross trading sales, including concessionaires less returns and discounts and is recognised in the income statement when the significant risks and rewards of ownership have been transferred to the buyer. Property management services from shopping center operation which include rental income, service charge, sales commission and distribution center charges earned are recognised on an accrual basis. ii) Interest income Interest income is recognised in the income statement as it accrues, taking into account the effective yield on the asset. 6,551 1,870 (758) - 7,663 173,346 84,046 (1,809) 2,014 257,597 141,308 32,803 (517) 255 173,849 4,386 1,095 (550) - 4,931 260 48 - - 308 18,993 20,131 - 1,022,957 275,375 (4,095) - Construction work-in- Transactions in foreign currencies are translated to Ringgit Malaysia at rates of exchange ruling at the date of the transactions. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Ringgit Malaysia at the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. The closing rates used in the translation of foreign currency assets and liabilities are as follows: (461) Furniture, fixtures and progress (l) Foreign currency transactions 54 (Disposal/ Write off) RM’000 Leasehold land at (k) Income tax Japanese Yen 100 Additions RM’000 Accumulated depreciation Leasehold land at valuation Buildings at valuation Leasehold land at cost Buildings at cost Structures Office equipment Machinery and equipment Furniture, fixtures and fittings Motor vehicles IT equipment (9,551) 29,573 1,294,237 6,540 614 - - 7,154 26,931 2,520 - - 29,451 2,443 763 - - 3,206 39,917 5,840 - - 45,757 25,368 8,641 (198) - 33,811 3,614 536 (696) - 3,454 61,854 21,718 (1,123) - 82,449 96,832 17,943 (469) - 114,306 2,901 637 (382) - 3,156 222 15 - 237 266,622 59,227 - 322,981 (2,868) 55 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) 2. Property, plant and equipment (continued) 3. Investments Net Book Value 2006 2005 RM’000 RM’000 Depreciation 2005 RM’000 Freehold land at cost 87,666 87,666 Leasehold land at valuation 53,607 54,221 614 Buildings at valuation 96,552 99,072 2,520 Leasehold land at cost 72,401 73,164 616 323,838 205,281 5,620 66,873 57,510 7,503 4,209 2,937 540 175,148 111,492 18,520 59,543 44,476 18,737 1,775 1,485 586 71 38 17 Buildings at cost Structures Office equipment Machinery and equipment Furniture, fixtures and fittings Motor vehicles IT equipment Construction work-in-progress - 29,573 18,993 - _______ _______ _______ 971,256 756,335 55,273 One of the buildings of the Company is situated on land belonging to a third party. The leasehold land and buildings stated at Directors’ valuation are based on professional valuation carried out by an independent firm 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 leasehold land and buildings been carried at historical cost less accumulated depreciation, the carrying amount of the revalued assets that would have been included in the financial statements at the end of the year would be as follows: 2006 RM’000 Unquoted shares, at cost Golf membership Equity investment 2006 RM’000 2005 RM’000 45 1,030 45 130 1,075 175 2006 RM’000 2005 RM’000 113,430 45,631 96,553 42,743 159,061 139,296 2006 RM’000 2005 RM’000 8,671 4,545 13,479 8,932 3,796 13,949 26,695 26,677 4. Inventories At cost: Retail merchandise Food and others 5. Trade and other receivables Trade receivables Other receivables and prepayments Rental and utility deposits Included in trade receivables is an amount of RM470,006 (2005 - RM622,032) due from companies with common Directors. Included in other receivables and prepayments is an amount of RM3,422 (2005 - RM130,359) due from a company with common Directors. 2005 RM’000 6. Cash and cash equivalents Long term leasehold land Buildings 9,469 60,538 9,586 62,234 70,007 71,820 Cash and bank balances Deposits with licensed financial institutions 56 2006 RM’000 2005 RM’000 27,105 26,300 29,663 62,700 53,405 92,363 57 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) 2. Property, plant and equipment (continued) 3. Investments Net Book Value 2006 2005 RM’000 RM’000 Depreciation 2005 RM’000 Freehold land at cost 87,666 87,666 Leasehold land at valuation 53,607 54,221 614 Buildings at valuation 96,552 99,072 2,520 Leasehold land at cost 72,401 73,164 616 323,838 205,281 5,620 66,873 57,510 7,503 4,209 2,937 540 175,148 111,492 18,520 59,543 44,476 18,737 1,775 1,485 586 71 38 17 Buildings at cost Structures Office equipment Machinery and equipment Furniture, fixtures and fittings Motor vehicles IT equipment Construction work-in-progress - 29,573 18,993 - _______ _______ _______ 971,256 756,335 55,273 One of the buildings of the Company is situated on land belonging to a third party. The leasehold land and buildings stated at Directors’ valuation are based on professional valuation carried out by an independent firm 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 leasehold land and buildings been carried at historical cost less accumulated depreciation, the carrying amount of the revalued assets that would have been included in the financial statements at the end of the year would be as follows: 2006 RM’000 Unquoted shares, at cost Golf membership Equity investment 2006 RM’000 2005 RM’000 45 1,030 45 130 1,075 175 2006 RM’000 2005 RM’000 113,430 45,631 96,553 42,743 159,061 139,296 2006 RM’000 2005 RM’000 8,671 4,545 13,479 8,932 3,796 13,949 26,695 26,677 4. Inventories At cost: Retail merchandise Food and others 5. Trade and other receivables Trade receivables Other receivables and prepayments Rental and utility deposits Included in trade receivables is an amount of RM470,006 (2005 - RM622,032) due from companies with common Directors. Included in other receivables and prepayments is an amount of RM3,422 (2005 - RM130,359) due from a company with common Directors. 2005 RM’000 6. Cash and cash equivalents Long term leasehold land Buildings 9,469 60,538 9,586 62,234 70,007 71,820 Cash and bank balances Deposits with licensed financial institutions 56 2006 RM’000 2005 RM’000 27,105 26,300 29,663 62,700 53,405 92,363 57 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) 10. Reserves 7. Trade and other payables Trade payables Other payables and accrued expenses Progress claim from contractors Rental and utility deposits Affiliated company 2006 RM’000 2005 RM’000 324,716 133,918 19,766 67,308 1,444 276,152 87,711 3,986 44,913 787 _______ _______ 547,152 413,549 Non-distributable Share premium Revaluation reserve Distributable Retained profits The affiliated company is ÆON Co., Ltd., a company incorporated in Japan. The amount due to affiliated company is non-trade in nature, unsecured, interest free and has no fixed terms of repayment. 2005 RM’000 20,609 20,609 33,648 34,165 _______ _______ 54,257 54,774 392,094 333,536 _______ _______ 446,351 388,310 Subject to agreement of the Inland Revenue Board, the Company has sufficient Section 108 tax credit and tax exempt income to frank all of its retained profits at 28 February 2006 if paid out as dividends. 8. Borrowings (unsecured) Bank overdrafts 2006 RM’000 2006 RM’000 2005 RM’000 625 307 11.Deferred tax liabilities Movement in deferred tax liabilities (prior to offsetting of balances) during the year are as follows: Debited/(Credited) to At income statement At 1.3.2005 (Note 15) 28.2.2006 RM’000 RM’000 RM’000 The bank overdrafts of the Company are subject to interest at 0.5% (2005 – 0.5% to 0.625%) above the lender’s base lending rates. 9. Share capital 2006 RM’000 Ordinary shares of RM1.00 each: Authorised Opening balance Created during the year Closing balance Issued and fully paid Opening balance Bonus issue Closing balance 58 2005 RM’000 500,000 - 100,000 400,000 _______ _______ 500,000 500,000 175,500 - 87,750 87,750 _______ _______ 175,500 175,500 Deferred tax liabilities Property, plant and equipment - capital allowance - revaluation Deferred tax assets Provisions / allowance 11,888 13,286 5,975 (202) 17,863 13,084 _______ _______ _______ 25,174 5,773 30,947 (745) (921) (1,666) _______ _______ _______ 24,429 4,852 29,281 Deferred tax liabilities and assets are offset above where there is a legally enforceable right to set off current tax assets against current tax liabilities and where the deferred taxes relate to the same taxation authority. 59 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) 10. Reserves 7. Trade and other payables Trade payables Other payables and accrued expenses Progress claim from contractors Rental and utility deposits Affiliated company 2006 RM’000 2005 RM’000 324,716 133,918 19,766 67,308 1,444 276,152 87,711 3,986 44,913 787 _______ _______ 547,152 413,549 Non-distributable Share premium Revaluation reserve Distributable Retained profits The affiliated company is ÆON Co., Ltd., a company incorporated in Japan. The amount due to affiliated company is non-trade in nature, unsecured, interest free and has no fixed terms of repayment. 2005 RM’000 20,609 20,609 33,648 34,165 _______ _______ 54,257 54,774 392,094 333,536 _______ _______ 446,351 388,310 Subject to agreement of the Inland Revenue Board, the Company has sufficient Section 108 tax credit and tax exempt income to frank all of its retained profits at 28 February 2006 if paid out as dividends. 8. Borrowings (unsecured) Bank overdrafts 2006 RM’000 2006 RM’000 2005 RM’000 625 307 11.Deferred tax liabilities Movement in deferred tax liabilities (prior to offsetting of balances) during the year are as follows: Debited/(Credited) to At income statement At 1.3.2005 (Note 15) 28.2.2006 RM’000 RM’000 RM’000 The bank overdrafts of the Company are subject to interest at 0.5% (2005 – 0.5% to 0.625%) above the lender’s base lending rates. 9. Share capital 2006 RM’000 Ordinary shares of RM1.00 each: Authorised Opening balance Created during the year Closing balance Issued and fully paid Opening balance Bonus issue Closing balance 58 2005 RM’000 500,000 - 100,000 400,000 _______ _______ 500,000 500,000 175,500 - 87,750 87,750 _______ _______ 175,500 175,500 Deferred tax liabilities Property, plant and equipment - capital allowance - revaluation Deferred tax assets Provisions / allowance 11,888 13,286 5,975 (202) 17,863 13,084 _______ _______ _______ 25,174 5,773 30,947 (745) (921) (1,666) _______ _______ _______ 24,429 4,852 29,281 Deferred tax liabilities and assets are offset above where there is a legally enforceable right to set off current tax assets against current tax liabilities and where the deferred taxes relate to the same taxation authority. 59 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) 12.Operating profit Operating profit is arrived at after crediting: Gain on disposal of property, plant and equipment Rental income on shopping center operation and after charging: Auditors’ remuneration Depreciation Directors’ emoluments - remuneration - fees Loss on disposal of property, plant and equipment Property, plant and equipment written off Rental expense - land - buildings - equipment - fixtures and fittings - hostel Royalty payable to affiliated company 14. Interest expense 2006 RM’000 2005 RM’000 - 15 128,574 117,365 120 120 59,227 55,273 1,021 852 1,048 1,048 83 - 824 407 1,132 1,048 42,995 36,825 249 61 362 325 203 130 10,835 9,295 The estimated monetary value of other benefits not included in salaries and other emoluments received by the Directors of the Company is RM59,388 (2005 - RM39,300). 2006 RM’000 2005 RM’000 37 558 40 947 595 987 2006 RM’000 2005 RM’000 Current tax expense Deferred tax expense (Note 11) - origination and reversal of temporary differences 34,142 34,656 4,852 107 Tax expense 38,994 34,763 112,198 99,010 Income tax using Malaysian tax rate Non-deductible expenses Reversal of deferred tax liabilities on crystallisation of revaluation reserves of property, plant and equipment 31,415 7,781 27,723 7,242 Tax expense 38,994 Bank overdrafts Other borrowings 15. Tax expense Reconciliation of effective tax expense Profit before taxation (202) (202) 34,763 13. Employee information 16. Basic earnings per ordinary share 2006 RM’000 2005 RM’000 Salaries and wages EPF contributions 100,572 83,943 11,136 9,919 Staff costs 111,708 93,862 Basic earnings per share is calculated by dividing the net profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. 2006 2005 73,204 64,247 Issued ordinary shares at beginning of year (’000) Effects of bonus issue (’000) 175,500 - 87,750 87,750 Weighted average number of ordinary shares (’000) 175,500 175,500 Net profit attributable to ordinary shareholders (RM’000) Weighted average number of ordinary shares The average number of full time employees in the Company during the financial year was 5,907 (2005 - 4,686). 60 61 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) 12.Operating profit Operating profit is arrived at after crediting: Gain on disposal of property, plant and equipment Rental income on shopping center operation and after charging: Auditors’ remuneration Depreciation Directors’ emoluments - remuneration - fees Loss on disposal of property, plant and equipment Property, plant and equipment written off Rental expense - land - buildings - equipment - fixtures and fittings - hostel Royalty payable to affiliated company 14. Interest expense 2006 RM’000 2005 RM’000 - 15 128,574 117,365 120 120 59,227 55,273 1,021 852 1,048 1,048 83 - 824 407 1,132 1,048 42,995 36,825 249 61 362 325 203 130 10,835 9,295 The estimated monetary value of other benefits not included in salaries and other emoluments received by the Directors of the Company is RM59,388 (2005 - RM39,300). 2006 RM’000 2005 RM’000 37 558 40 947 595 987 2006 RM’000 2005 RM’000 Current tax expense Deferred tax expense (Note 11) - origination and reversal of temporary differences 34,142 34,656 4,852 107 Tax expense 38,994 34,763 112,198 99,010 Income tax using Malaysian tax rate Non-deductible expenses Reversal of deferred tax liabilities on crystallisation of revaluation reserves of property, plant and equipment 31,415 7,781 27,723 7,242 Tax expense 38,994 Bank overdrafts Other borrowings 15. Tax expense Reconciliation of effective tax expense Profit before taxation (202) (202) 34,763 13. Employee information 16. Basic earnings per ordinary share 2006 RM’000 2005 RM’000 Salaries and wages EPF contributions 100,572 83,943 11,136 9,919 Staff costs 111,708 93,862 Basic earnings per share is calculated by dividing the net profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. 2006 2005 73,204 64,247 Issued ordinary shares at beginning of year (’000) Effects of bonus issue (’000) 175,500 - 87,750 87,750 Weighted average number of ordinary shares (’000) 175,500 175,500 Net profit attributable to ordinary shareholders (RM’000) Weighted average number of ordinary shares The average number of full time employees in the Company during the financial year was 5,907 (2005 - 4,686). 60 61 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) 17. Dividend 18.Segmental reporting (continued) 2006 RM’000 Ordinary Final paid: 2005 - 12% per share less 28% tax (2004 - 20% per share less 28% tax) 2005 RM’000 Segment assets Unallocated assets 15,163 Retailing 2006 2005 RM’000 RM’000 Property management services 2006 2005 RM’000 RM’000 386,606 798,586 346,883 605,263 The proposed first and final dividend of 15% per share less 28% tax, amounting to RM18,954,000 has not been accounted for in the financial statements. 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 mainly comprise interest-earning assets and revenue and income taxes. Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period. 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. Shopping center operation and distribution center charges earned. The business segment analysis is as follows: 2006 RM’000 2006 RM’000 2005 RM’000 952,146 62,700 1,211,492 1,014,846 (438,778) (348,811) (108,999) (65,045) Capital expenditure 62,535 Depreciation 38,738 Non-cash expenses other than depreciation 299 (547,777) (41,864) (413,856) (37,180) (589,641) (451,036) 37,666 36,967 212,840 20,489 81,571 18,306 275,375 59,227 119,237 55,273 403 525 204 824 607 19. Operating leases Leases as lessee Total future minimum lease payments under non-cancellable operating leases are as follows: Less than one year Between one and five years More than five years 2006 RM’000 2005 RM’000 44,369 262,459 325,806 31,092 136,267 150,607 _______ _______ 632,634 317,966 The Company leases a number of land and buildings under operating leases. The leases have initial periods ranging from 3 to 25 years, with an option to renew the respective leases for another 3 to 15 years. 1,648,475 154,692 136,089 1,962,445 1,784,564 Total revenue 1,807,753 1,648,475 154,692 136,089 1,962,445 1,784,564 72,629 69,418 39,819 30,158 112,448 (595) 345 99,576 (987) 421 112,198 (38,994) 99,010 (34,763) 73,204 64,247 Net profit for the year 1,185,192 26,300 Total 1,807,753 Profit before taxation Tax expense 62 2005 RM’000 Property management services 2006 2005 RM’000 RM’000 Business segments Revenue from external customers Operating profit Interest expense Interest income Segment liabilities Unallocated liabilities Total liabilities 18.Segmental reporting Retailing 2005 RM’000 12,636 Total assets Property management services Total 2006 RM’000 63 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) 17. Dividend 18.Segmental reporting (continued) 2006 RM’000 Ordinary Final paid: 2005 - 12% per share less 28% tax (2004 - 20% per share less 28% tax) 2005 RM’000 Segment assets Unallocated assets 15,163 Retailing 2006 2005 RM’000 RM’000 Property management services 2006 2005 RM’000 RM’000 386,606 798,586 346,883 605,263 The proposed first and final dividend of 15% per share less 28% tax, amounting to RM18,954,000 has not been accounted for in the financial statements. 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 mainly comprise interest-earning assets and revenue and income taxes. Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period. 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. Shopping center operation and distribution center charges earned. The business segment analysis is as follows: 2006 RM’000 2006 RM’000 2005 RM’000 952,146 62,700 1,211,492 1,014,846 (438,778) (348,811) (108,999) (65,045) Capital expenditure 62,535 Depreciation 38,738 Non-cash expenses other than depreciation 299 (547,777) (41,864) (413,856) (37,180) (589,641) (451,036) 37,666 36,967 212,840 20,489 81,571 18,306 275,375 59,227 119,237 55,273 403 525 204 824 607 19. Operating leases Leases as lessee Total future minimum lease payments under non-cancellable operating leases are as follows: Less than one year Between one and five years More than five years 2006 RM’000 2005 RM’000 44,369 262,459 325,806 31,092 136,267 150,607 _______ _______ 632,634 317,966 The Company leases a number of land and buildings under operating leases. The leases have initial periods ranging from 3 to 25 years, with an option to renew the respective leases for another 3 to 15 years. 1,648,475 154,692 136,089 1,962,445 1,784,564 Total revenue 1,807,753 1,648,475 154,692 136,089 1,962,445 1,784,564 72,629 69,418 39,819 30,158 112,448 (595) 345 99,576 (987) 421 112,198 (38,994) 99,010 (34,763) 73,204 64,247 Net profit for the year 1,185,192 26,300 Total 1,807,753 Profit before taxation Tax expense 62 2005 RM’000 Property management services 2006 2005 RM’000 RM’000 Business segments Revenue from external customers Operating profit Interest expense Interest income Segment liabilities Unallocated liabilities Total liabilities 18.Segmental reporting Retailing 2005 RM’000 12,636 Total assets Property management services Total 2006 RM’000 63 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) 20.Commitments 21. Related parties (continued) 2006 RM’000 Capital commitments: Property, plant and equipment Authorised and contracted for Authorised but not contracted for 2005 RM’000 64,013 185,849 15,081 306,679 _______ _______ 249,862 321,760 Identity of related parties The Company has a related party relationship with its Directors, its affiliated company and the affiliated company’s subsidiaries. Transactions with Directors Significant transactions and balances with companies in which certain Directors have interest other than those disclosed elsewhere in the financial statements are as follows: 2006 RM’000 2005 RM’000 4,467 4,403 44 - With companies in which Dato’ Abdullah bin Mohd Yusof, Toshiji Tokiwa, Masato Yokoyama and Datuk Ramli bin Ibrahim, have interests: AEON Credit Service (M) Sdn. Bhd. Sales through easy payment scheme financing Rental income Sales through AEON credit card Convertible J CARD points income Credit card sales commission expenses 5,908 - 15 - (83) - The above transactions have been entered into in the normal course of business and have been established under negotiated terms. Other related party transactions Significant related party transactions other than those disclosed elsewhere in the financial statements are as follows: Balances With companies in which Dato’ Abdullah bin Mohd Yusof and Datuk Ramli bin Ibrahim have interests: 3 12 - 118 With companies in which Dato’ Abdullah bin Mohd Yusof, Toshiji Tokiwa, Masato Yokoyama and Datuk Ramli bin Ibrahim have interests: AEON Credit Service (M) Sdn. Bhd. Amount due from in respect of sales through easy payment scheme financing Amount due from in respect of rental income Amount due to in respect of sales through AEON credit card 2005 RM’000 Transactions 21. Related parties Laura Ashley (Malaysia) Sdn. Bhd. Amount due from in respect of management fee receivable Amount due from in respect of reimbursement of operational payments 2006 RM’000 622 - 21 6 58 436 67 437 2005 RM’000 10,835 9,295 1,568 171 381 126 Transactions Affiliated company Royalty expenses Affiliated company’s subsidiaries Purchase of merchandise Consultation fees 470 4 (456) 2006 RM’000 These transactions have been entered into in the normal course of business and have been established under negotiated terms. Transactions With companies in which Dato’ Abdullah bin Mohd Yusof has interest: Abdullah & Zainudin Legal fees payable With companies in which Dato’ Abdullah bin Mohd Yusof and Datuk Ramli bin Ibrahim have interests: Laura Ashley (Malaysia) Sdn. Bhd. Management fee receivable Rental income receivable 64 65 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) 20.Commitments 21. Related parties (continued) 2006 RM’000 Capital commitments: Property, plant and equipment Authorised and contracted for Authorised but not contracted for 2005 RM’000 64,013 185,849 15,081 306,679 _______ _______ 249,862 321,760 Identity of related parties The Company has a related party relationship with its Directors, its affiliated company and the affiliated company’s subsidiaries. Transactions with Directors Significant transactions and balances with companies in which certain Directors have interest other than those disclosed elsewhere in the financial statements are as follows: 2006 RM’000 2005 RM’000 4,467 4,403 44 - With companies in which Dato’ Abdullah bin Mohd Yusof, Toshiji Tokiwa, Masato Yokoyama and Datuk Ramli bin Ibrahim, have interests: AEON Credit Service (M) Sdn. Bhd. Sales through easy payment scheme financing Rental income Sales through AEON credit card Convertible J CARD points income Credit card sales commission expenses 5,908 - 15 - (83) - The above transactions have been entered into in the normal course of business and have been established under negotiated terms. Other related party transactions Significant related party transactions other than those disclosed elsewhere in the financial statements are as follows: Balances With companies in which Dato’ Abdullah bin Mohd Yusof and Datuk Ramli bin Ibrahim have interests: 3 12 - 118 With companies in which Dato’ Abdullah bin Mohd Yusof, Toshiji Tokiwa, Masato Yokoyama and Datuk Ramli bin Ibrahim have interests: AEON Credit Service (M) Sdn. Bhd. Amount due from in respect of sales through easy payment scheme financing Amount due from in respect of rental income Amount due to in respect of sales through AEON credit card 2005 RM’000 Transactions 21. Related parties Laura Ashley (Malaysia) Sdn. Bhd. Amount due from in respect of management fee receivable Amount due from in respect of reimbursement of operational payments 2006 RM’000 622 - 21 6 58 436 67 437 2005 RM’000 10,835 9,295 1,568 171 381 126 Transactions Affiliated company Royalty expenses Affiliated company’s subsidiaries Purchase of merchandise Consultation fees 470 4 (456) 2006 RM’000 These transactions have been entered into in the normal course of business and have been established under negotiated terms. Transactions With companies in which Dato’ Abdullah bin Mohd Yusof has interest: Abdullah & Zainudin Legal fees payable With companies in which Dato’ Abdullah bin Mohd Yusof and Datuk Ramli bin Ibrahim have interests: Laura Ashley (Malaysia) Sdn. Bhd. Management fee receivable Rental income receivable 64 65 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) 22. Financial instruments (continued) 22.Financial instruments Financial risk management objectives and policies Exposure to credit risk, interest rate risk, foreign currency risk and liquidity 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 center 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 center tenants. The maximum exposure to credit risk for the Company was represented by the carrying amount of each financial asset. Interest rate risk The Company’s exposure to interest rate risk relates only to its short term borrowings such as overdraft and trade financing facilities. Interest-earning financial assets are mainly deposits placed with financial 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 finance the working capital requirements and mitigate the effects of fluctuation in cash flow 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 finance 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. Fair values Recognised financial instruments In respect of cash and cash equivalents, trade and other receivables, trade and other payables and short term borrowings, the carrying amounts approximate fair value due to the relatively short term nature of these financial instruments. The aggregate fair values of other financial assets carried on the balance sheet are shown below: 2006 Financial assets Long-term investments for which it is: Practical to estimate fair value Not practical to estimate fair value 2005 Carrying amount RM’000 Fair value RM’000 Carrying amount RM’000 Fair value RM’000 45 1,030 36 - 45 130 40 - It was not practicable to estimate the fair value of an investment in an unquoted company. That investment is carried at its original cost of RM1,030,000 (2005 - RM130,000) in the balance sheet. At year end, the share of the net tangible assets in this unquoted company is RM2,260,224 (2005 – RM828,783). 23. Events subsequent to the balance sheet date Subsequent to the financial year, the Company changed its financial year from 28 February to 31 December. Foreign currency risk The Company does not have any significant 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 finance the Company’s operations and to mitigate the effects of fluctuations in cash flows. The following table shows information about the Company’s exposure to interest rate. Effective interest rates and repricing analysis In respect of interest-earning financial assets, the following table indicates their effective interest rate at the balance sheet date and the periods in which they reprice or mature, whichever is earlier: 2006 Effective interest rate per annum % 66 2005 Total RM’000 Within 1 year RM’000 Effective interest rate per annum % Total RM’000 Within 1 year RM’000 Financial assets Deposits placed with licensed financial institutions 2.85 26,300 26,300 2.60 62,700 62,700 Financial liabilities Bank overdrafts 7.00 625 625 6.50 307 307 67 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) 22. Financial instruments (continued) 22.Financial instruments Financial risk management objectives and policies Exposure to credit risk, interest rate risk, foreign currency risk and liquidity 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 center 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 center tenants. The maximum exposure to credit risk for the Company was represented by the carrying amount of each financial asset. Interest rate risk The Company’s exposure to interest rate risk relates only to its short term borrowings such as overdraft and trade financing facilities. Interest-earning financial assets are mainly deposits placed with financial 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 finance the working capital requirements and mitigate the effects of fluctuation in cash flow 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 finance 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. Fair values Recognised financial instruments In respect of cash and cash equivalents, trade and other receivables, trade and other payables and short term borrowings, the carrying amounts approximate fair value due to the relatively short term nature of these financial instruments. The aggregate fair values of other financial assets carried on the balance sheet are shown below: 2006 Financial assets Long-term investments for which it is: Practical to estimate fair value Not practical to estimate fair value 2005 Carrying amount RM’000 Fair value RM’000 Carrying amount RM’000 Fair value RM’000 45 1,030 36 - 45 130 40 - It was not practicable to estimate the fair value of an investment in an unquoted company. That investment is carried at its original cost of RM1,030,000 (2005 - RM130,000) in the balance sheet. At year end, the share of the net tangible assets in this unquoted company is RM2,260,224 (2005 – RM828,783). 23. Events subsequent to the balance sheet date Subsequent to the financial year, the Company changed its financial year from 28 February to 31 December. Foreign currency risk The Company does not have any significant 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 finance the Company’s operations and to mitigate the effects of fluctuations in cash flows. The following table shows information about the Company’s exposure to interest rate. Effective interest rates and repricing analysis In respect of interest-earning financial assets, the following table indicates their effective interest rate at the balance sheet date and the periods in which they reprice or mature, whichever is earlier: 2006 Effective interest rate per annum % 66 2005 Total RM’000 Within 1 year RM’000 Effective interest rate per annum % Total RM’000 Within 1 year RM’000 Financial assets Deposits placed with licensed financial institutions 2.85 26,300 26,300 2.60 62,700 62,700 Financial liabilities Bank overdrafts 7.00 625 625 6.50 307 307 67 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) STATEMENT BY DIRECTORS REPORT OF THE AUDITORS pursuant to Section 169(15) of the Companies Act, 1965 to the members of AEON CO. (M) BHD. In the opinion of the Directors, the financial statements set out on pages 49 to 67 are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia so as to give a true and fair view of the state of affairs of the Company at 28 February 2006 and its results and cash flows for the year ended on that date. We have audited the financial statements set out on pages 49 to 67. The preparation of the financial statements is the responsibility of the Company’s Directors. Signed in accordance with a resolution of the Directors: .................................................................. Dato’ Abdullah bin Mohd Yusof It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report our opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume responsibility to any other person for the contents of this report. We conducted our audit in accordance with approved Standards on Auditing in Malaysia. These standards require that we plan and perform the audit to obtain all the information and explanations which we consider necessary to provide us with evidence to give reasonable assurance that the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the financial statements. An audit also includes an assessment of the accounting principles used and significant estimates made by the Directors as well as evaluating the overall adequacy of the presentation of information in the financial statements. We believe our audit provides a reasonable basis for our opinion. In our opinion: .................................................................. Nagahisa Oyama (a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia so as to give a true and fair view of: (i) the state of affairs of the Company at 28 February 2006 and its results and cash flows for the year ended on that date; and (ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of the Company; and Kuala Lumpur, Date: 21 April 2006 (b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the Company have been properly kept in accordance with the provisions of the said Act. STATUTORY DECLARATION pursuant to Section 169(16) of the Companies Act, 1965 I, Poh Ying Loo, the officer primarily responsible for the financial management of AEON CO. (M) BHD., do solemnly and sincerely declare that the financial statements set out on pages 49 to 67 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. KPMG Desa Megat & Co. Firm Number: AF 0759 Chartered Accountants Subscribed and solemnly declared by the abovenamed in Kuala Lumpur on 21 April 2006 Abdullah Abu Samah Partner Approval Number: 2013/06/06(J) ............................................... Poh Ying Loo Before me: 68 Kuala Lumpur, Date: 21 April 2006 69 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) STATEMENT BY DIRECTORS REPORT OF THE AUDITORS pursuant to Section 169(15) of the Companies Act, 1965 to the members of AEON CO. (M) BHD. In the opinion of the Directors, the financial statements set out on pages 49 to 67 are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia so as to give a true and fair view of the state of affairs of the Company at 28 February 2006 and its results and cash flows for the year ended on that date. We have audited the financial statements set out on pages 49 to 67. The preparation of the financial statements is the responsibility of the Company’s Directors. Signed in accordance with a resolution of the Directors: .................................................................. Dato’ Abdullah bin Mohd Yusof It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report our opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume responsibility to any other person for the contents of this report. We conducted our audit in accordance with approved Standards on Auditing in Malaysia. These standards require that we plan and perform the audit to obtain all the information and explanations which we consider necessary to provide us with evidence to give reasonable assurance that the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the financial statements. An audit also includes an assessment of the accounting principles used and significant estimates made by the Directors as well as evaluating the overall adequacy of the presentation of information in the financial statements. We believe our audit provides a reasonable basis for our opinion. In our opinion: .................................................................. Nagahisa Oyama (a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia so as to give a true and fair view of: (i) the state of affairs of the Company at 28 February 2006 and its results and cash flows for the year ended on that date; and (ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of the Company; and Kuala Lumpur, Date: 21 April 2006 (b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the Company have been properly kept in accordance with the provisions of the said Act. STATUTORY DECLARATION pursuant to Section 169(16) of the Companies Act, 1965 I, Poh Ying Loo, the officer primarily responsible for the financial management of AEON CO. (M) BHD., do solemnly and sincerely declare that the financial statements set out on pages 49 to 67 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. KPMG Desa Megat & Co. Firm Number: AF 0759 Chartered Accountants Subscribed and solemnly declared by the abovenamed in Kuala Lumpur on 21 April 2006 Abdullah Abu Samah Partner Approval Number: 2013/06/06(J) ............................................... Poh Ying Loo Before me: 68 Kuala Lumpur, Date: 21 April 2006 69 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) ANALYSIS OF SHAREHOLDINGS LIST OF 30 LARGEST SHAREHOLDERS analysis of shareholdings as at 28 April 2006 as at 28 April 2006 Authorised Share Capital: Paid-up Share Capital : Class of Shares : Voting Rights : RM500,000,000 RM175,500,000 Ordinary Share of RM1 each 1 vote per Ordinary Share Size of Shareholdings No. of Shareholders/ Depositors % of Shareholders/ Depositors No. of Shares Held % of Issued Capital No. Name of Shareholders No. of Shares % of shares held 1 ÆON Co., Ltd. 89,505,000 51.00 2 Employees Provident Fund Board 11,907,100 6.78 3 Amanah Raya Nominees (Tempatan) Sdn Bhd 8,080,000 4.60 6,079,300 3.46 5,383,000 3.07 4,907,500 2.80 3,750,000 2.14 3,336,900 1.90 3,272,600 1.86 2,130,000 1.21 Skim Amanah Saham Bumiputera 1 - 99 100 - 1,000 1,001 - 10,000 10,001 - 100,000 100,001 - 8,774,999 8,775,000 and above TOTAL 78 306 754 117 53 2 5.95 23.36 57.56 8.93 4.05 0.15 1,400 236,700 2,675,400 3,398,100 67,776,300 101,412,100 0.00 0.13 1.52 1.94 38.62 57.78 1,310 100.00 175,500,000 100.00 4 Amanah Saham Wawasan 2020 5 6 Name 1 2 3 AEON Co., Ltd. Employees Provident Fund Board Aberdeen Asset Management PLC HSBC Nominees (Asing) Sdn Bhd Exempt An for BNP Paribas Securities Services (Convert In USD) Substantial Shareholders as per Register of Substantial Shareholders No. Amanah Raya Nominees (Tempatan) Sdn Bhd Cartaban Nominees (Asing) Sdn Bhd SSBT Fund D26J for Emerging Markets Global Small No. of shares Percentage 89,505,000 13,622,100 10,857,100 51.0000 7.7619 6.1864 Capitalization Fund (TEMMUF ) 7 Malaysia Nominees (Tempatan) Sendirian Berhad Great Eastern Life Assurance (Malaysia) Berhad (Par 1) 8 HSBC Nominees (Asing) Sdn Bhd Exempt An for JPMorgan Chase Bank, National Association Directors’ Interests (Genesis SIVAC) No. Name 1 2 3 Dato’ Abdullah Bin Mohd Yusof Masato Yokoyama Datuk Ramli Bin Ibrahim Direct Interest 308,000 30,000 - Indirect Interest 1,596,000 280,000 9 Cartaban Nominees (Asing) Sdn Bhd Nordea Bank Danmark A/S for Unibank S.A. Luxembourg 10 HSBC Nominees (Asing) Sdn Bhd HSBC-FS I for Apollo Asia Fund Ltd 11 Syarikat Maluri Sdn Bhd 1,865,000 1.06 12 Cartaban Nominees (Asing) Sdn Bhd 1,824,000 1.04 1,733,500 0.99 1,715,000 0.98 Government of Singapore Investment Corporation Pte Ltd for Government of Singapore ( C ) 13 HSBC Nominees (Asing) Sdn Bhd Exempt An for JPMorgan Chase Bank, National Association (JERSEY) 14 Mayban Nominees (Tempatan) Sdn Bhd Aberdeen Asset Management Sdn Bhd for the Employees’ Provident Fund Board (250416) 70 71 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) ANALYSIS OF SHAREHOLDINGS LIST OF 30 LARGEST SHAREHOLDERS analysis of shareholdings as at 28 April 2006 as at 28 April 2006 Authorised Share Capital: Paid-up Share Capital : Class of Shares : Voting Rights : RM500,000,000 RM175,500,000 Ordinary Share of RM1 each 1 vote per Ordinary Share Size of Shareholdings No. of Shareholders/ Depositors % of Shareholders/ Depositors No. of Shares Held % of Issued Capital No. Name of Shareholders No. of Shares % of shares held 1 ÆON Co., Ltd. 89,505,000 51.00 2 Employees Provident Fund Board 11,907,100 6.78 3 Amanah Raya Nominees (Tempatan) Sdn Bhd 8,080,000 4.60 6,079,300 3.46 5,383,000 3.07 4,907,500 2.80 3,750,000 2.14 3,336,900 1.90 3,272,600 1.86 2,130,000 1.21 Skim Amanah Saham Bumiputera 1 - 99 100 - 1,000 1,001 - 10,000 10,001 - 100,000 100,001 - 8,774,999 8,775,000 and above TOTAL 78 306 754 117 53 2 5.95 23.36 57.56 8.93 4.05 0.15 1,400 236,700 2,675,400 3,398,100 67,776,300 101,412,100 0.00 0.13 1.52 1.94 38.62 57.78 1,310 100.00 175,500,000 100.00 4 Amanah Saham Wawasan 2020 5 6 Name 1 2 3 AEON Co., Ltd. Employees Provident Fund Board Aberdeen Asset Management PLC HSBC Nominees (Asing) Sdn Bhd Exempt An for BNP Paribas Securities Services (Convert In USD) Substantial Shareholders as per Register of Substantial Shareholders No. Amanah Raya Nominees (Tempatan) Sdn Bhd Cartaban Nominees (Asing) Sdn Bhd SSBT Fund D26J for Emerging Markets Global Small No. of shares Percentage 89,505,000 13,622,100 10,857,100 51.0000 7.7619 6.1864 Capitalization Fund (TEMMUF ) 7 Malaysia Nominees (Tempatan) Sendirian Berhad Great Eastern Life Assurance (Malaysia) Berhad (Par 1) 8 HSBC Nominees (Asing) Sdn Bhd Exempt An for JPMorgan Chase Bank, National Association Directors’ Interests (Genesis SIVAC) No. Name 1 2 3 Dato’ Abdullah Bin Mohd Yusof Masato Yokoyama Datuk Ramli Bin Ibrahim Direct Interest 308,000 30,000 - Indirect Interest 1,596,000 280,000 9 Cartaban Nominees (Asing) Sdn Bhd Nordea Bank Danmark A/S for Unibank S.A. Luxembourg 10 HSBC Nominees (Asing) Sdn Bhd HSBC-FS I for Apollo Asia Fund Ltd 11 Syarikat Maluri Sdn Bhd 1,865,000 1.06 12 Cartaban Nominees (Asing) Sdn Bhd 1,824,000 1.04 1,733,500 0.99 1,715,000 0.98 Government of Singapore Investment Corporation Pte Ltd for Government of Singapore ( C ) 13 HSBC Nominees (Asing) Sdn Bhd Exempt An for JPMorgan Chase Bank, National Association (JERSEY) 14 Mayban Nominees (Tempatan) Sdn Bhd Aberdeen Asset Management Sdn Bhd for the Employees’ Provident Fund Board (250416) 70 71 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) PARTICULARS OF PROPERTIES No. Name of Shareholders 15 Cartaban Nominees (Asing) Sdn Bhd No. of Shares 1,441,100 % of shares held Details of the Company’s properties as at 28 February 2006 are set out below: Land/ Builtup area (sq ft) Date of Acquisition (A)/ Completion (C)/ Revaluation (R) Leasehold commercial land/ Existing two-storey shopping center Extension/Renovation 436,036/ February 1995 (R) Lot 23551, Mukim of Setapak, District and State of Wilayah Persekutuan. Leasehold commercial land/ Two-storey shopping center and three-storey car park 368,516/ 666,694 February 1995 (R) Lot PT 21441, Mukim of Kapar, District of Klang, Selangor. Leasehold commercial land/ Two-storey shopping center and two-storey car park 643,753/ 691,414 Lot PT 162010, Mukim of Ulu Kinta, District of Kinta, Perak. Freehold land/Twostorey shopping center and two-storey car park 0.82 Location State Street London Fund XCB9 for Aberdeen Asian Smaller Description/ Existing use Companies Investment Trust PLC 16 HSBC Nominees (Asing) Sdn Bhd 1,309,900 0.75 BBH and Co Boston for Smaller Companies Portfolio (GEMOFL) 17 HSBC Nominees (Asing) Sdn Bhd 1,215,000 18 Takuya Okada 1,200,000 0.68 19 Rozilawati Binti Haji Basir 1,155,000 0.66 20 Rozana Zeti Binti Basir 1,155,000 0.66 21 Roshayati Binti Basir 1,155,000 0.66 22 Status Resources Sdn Bhd 1,096,000 0.62 Amanah Raya Berhad Cartaban Nominees (Asing) Sdn Bhd Net book value as at 28/02/2006 (RM’000) 59,096 200,316 14 99 years expiring on 19/12/2089 179,989 71/2 13 95 years expiring on 28/03/2085 89,819 June 1994 (A)/ October 1995 (C) 10 99 years expiring on 09/05/2093 68,150 609,840/ 794,806 April 1996 (A)/ August 1997 (C) 9 Freehold 82,800 1,070,000 0.61 947,200 0.54 Lot 49045, Mukim of Pulai, District of Johor Bahru, Johor. Freehold land/Twostorey shopping center including covered car park 377,490/ 483,299 April 2002 (A)/ August 2002 (C) 31/2 Freehold 28,951 Lot 4086, Kawasan A, Mukim Batu, Daerah Kuala Lumpur, Wilayah Persekutuan. Leasehold land/ Twostorey shopping center and two-storey car park 410,815/ 906,497 January 2004 (C) 2 99 years expiring on April 2101 92,490 Lot PTD 114179, Mukim of Tebrau, District of Johor Bahru, Johor. Freehold land/ Three-storey shopping center and one-storey car park 1,308,035/ 1,468,693 March 2004 (A)/ January 2006 (C) 1 /6 Freehold 165,936 Leasehold land 550,910 April 2004 (A) - 99 years expiring on 12/04/2103 14,100 0.38 Lot PT 41977, Mukim of Cheras, District of Ulu Langat, Selangor. Freehold land 113,451 April 2004 (A) - Freehold 11,224 600,000 0.34 Lot 3144, Mukim of Cheras, District of Ulu Langat, Selangor. 161,564,700 92.06 SBB Double Growth Fund 24 Tenure (Year of expiry for leasehold) 0.69 HSBC-FS for Aberdeen Malaysia Equity Fund 23 Lot 7041, Mukim of Bukit Baru, District of Melaka Tengah, Melaka. Approx. age of building (year) Government of Singapore Investment Corporation Pte Ltd for Monetary Authority of Singapore (H) 25 Manulife Insurance (Malaysia) Berhad 896,000 0.51 26 Malaysia Nominees (Tempatan) Sendirian Berhad 750,000 0.43 Great Eastern Life Assurance (Malaysia) Berhad (Par 2) 27 MCIS Zurich Insurance Berhad 730,200 0.42 28 Universal Trustee (Malaysia) Berhad 681,800 0.39 SBB Emerging Companies Growth Fund 29 Cartaban Nominees (Asing) Sdn Bhd 673,600 Nordea Bank Danmark A/S for Investeringsforeningen Nordea Invest Global Value 30 Hidenori Futagi TOTAL 72 73 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) PARTICULARS OF PROPERTIES No. Name of Shareholders 15 Cartaban Nominees (Asing) Sdn Bhd No. of Shares 1,441,100 % of shares held Details of the Company’s properties as at 28 February 2006 are set out below: Land/ Builtup area (sq ft) Date of Acquisition (A)/ Completion (C)/ Revaluation (R) Leasehold commercial land/ Existing two-storey shopping center Extension/Renovation 436,036/ February 1995 (R) Lot 23551, Mukim of Setapak, District and State of Wilayah Persekutuan. Leasehold commercial land/ Two-storey shopping center and three-storey car park 368,516/ 666,694 February 1995 (R) Lot PT 21441, Mukim of Kapar, District of Klang, Selangor. Leasehold commercial land/ Two-storey shopping center and two-storey car park 643,753/ 691,414 Lot PT 162010, Mukim of Ulu Kinta, District of Kinta, Perak. Freehold land/Twostorey shopping center and two-storey car park 0.82 Location State Street London Fund XCB9 for Aberdeen Asian Smaller Description/ Existing use Companies Investment Trust PLC 16 HSBC Nominees (Asing) Sdn Bhd 1,309,900 0.75 BBH and Co Boston for Smaller Companies Portfolio (GEMOFL) 17 HSBC Nominees (Asing) Sdn Bhd 1,215,000 18 Takuya Okada 1,200,000 0.68 19 Rozilawati Binti Haji Basir 1,155,000 0.66 20 Rozana Zeti Binti Basir 1,155,000 0.66 21 Roshayati Binti Basir 1,155,000 0.66 22 Status Resources Sdn Bhd 1,096,000 0.62 Amanah Raya Berhad Cartaban Nominees (Asing) Sdn Bhd Net book value as at 28/02/2006 (RM’000) 59,096 200,316 14 99 years expiring on 19/12/2089 179,989 71/2 13 95 years expiring on 28/03/2085 89,819 June 1994 (A)/ October 1995 (C) 10 99 years expiring on 09/05/2093 68,150 609,840/ 794,806 April 1996 (A)/ August 1997 (C) 9 Freehold 82,800 1,070,000 0.61 947,200 0.54 Lot 49045, Mukim of Pulai, District of Johor Bahru, Johor. Freehold land/Twostorey shopping center including covered car park 377,490/ 483,299 April 2002 (A)/ August 2002 (C) 31/2 Freehold 28,951 Lot 4086, Kawasan A, Mukim Batu, Daerah Kuala Lumpur, Wilayah Persekutuan. Leasehold land/ Twostorey shopping center and two-storey car park 410,815/ 906,497 January 2004 (C) 2 99 years expiring on April 2101 92,490 Lot PTD 114179, Mukim of Tebrau, District of Johor Bahru, Johor. Freehold land/ Three-storey shopping center and one-storey car park 1,308,035/ 1,468,693 March 2004 (A)/ January 2006 (C) 1 /6 Freehold 165,936 Leasehold land 550,910 April 2004 (A) - 99 years expiring on 12/04/2103 14,100 0.38 Lot PT 41977, Mukim of Cheras, District of Ulu Langat, Selangor. Freehold land 113,451 April 2004 (A) - Freehold 11,224 600,000 0.34 Lot 3144, Mukim of Cheras, District of Ulu Langat, Selangor. 161,564,700 92.06 SBB Double Growth Fund 24 Tenure (Year of expiry for leasehold) 0.69 HSBC-FS for Aberdeen Malaysia Equity Fund 23 Lot 7041, Mukim of Bukit Baru, District of Melaka Tengah, Melaka. Approx. age of building (year) Government of Singapore Investment Corporation Pte Ltd for Monetary Authority of Singapore (H) 25 Manulife Insurance (Malaysia) Berhad 896,000 0.51 26 Malaysia Nominees (Tempatan) Sendirian Berhad 750,000 0.43 Great Eastern Life Assurance (Malaysia) Berhad (Par 2) 27 MCIS Zurich Insurance Berhad 730,200 0.42 28 Universal Trustee (Malaysia) Berhad 681,800 0.39 SBB Emerging Companies Growth Fund 29 Cartaban Nominees (Asing) Sdn Bhd 673,600 Nordea Bank Danmark A/S for Investeringsforeningen Nordea Invest Global Value 30 Hidenori Futagi TOTAL 72 73 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) JUSCO STORES & SHOPPING CENTERS HIGHLIGHTS OF THE YEAR Directory JUSCO TAMAN MALURI Jalan Jejaka, Taman Maluri, Cheras, 55100 Kuala Lumpur. Tel: 03-9285 5222 JUSCO TAMAN MALURI SHOPPING CENTER Taman Maluri Tel: 03-9200 1004 JUSCO BANDAR UTAMA No. 1, Leboh Bandar Utama, Bandar Utama, Damansara, 47800 Petaling Jaya, Selangor Darul Ehsan. Tel: 03-7726 6266 ▼ JUSCO MELAKA Leboh Ayer Keroh, 75450 Melaka Tel: 06-232 4899 JUSCO MELAKA SHOPPING CENTER Melaka Tel: 06-233 2988 ▼ ▼ JUSCO BANDAR PUCHONG Lot G40, IOI Mall, Batu 9, Jalan Puchong, Bandar Puchong Jaya, 47100 Puchong, Selangor Darul Ehsan. Tel: 03-8070 1200 1 UTAMA SHOPPING CENTER Bandar Utama Tel: 03-7726 6033 JUSCO BANDAR BARU KLANG Persiaran Bukit Raja 2, Bandar Baru Klang, 41150 Klang, Selangor Darul Ehsan. Tel: 03-3343 9366 ▼ JUSCO SEREMBAN 2 112, Persiaran S2 B1, Seremban 2, 70300 Seremban, Negeri Sembilan Darul Khusus. Tel: 06-601 5633 ▼ JUSCO TAMAN UNIVERSITI No. 4, Jalan Pendidikan, Taman Universiti, 81300 Skudai, Johor Darul Takzim. Tel: 07-521 8000 ▼ JUSCO IPOH No.2, Jalan Teh Lean Swee, Off Jalan Sultan Azlan Shah Utara, 31400 Ipoh, Perak Darul Ridzuan. Tel: 05-549 9633 JUSCO WANGSA MAJU Jalan R1, Seksyen 1, Bandar Baru Wangsa Maju, 53300 Kuala Lumpur. Tel: 03-4149 7666 In recognition of AEON CO. (M) BHD.’s commitment in greening the earth, Jabatan Lanskap Negara invited the company’s representative to attend its “Hari Lanskap Negara” function on 3 March 2005. Prime Minister Abdullah Ahmad Badawi presented the certificate of appreciation to Encik Rashid bin Adam at the function. ▼ JUSCO TEBRAU CITY No 1, Jalan Desa Tebrau, Taman Desa Tebrau, 81100 Johor Bahru, Johor Darul Takzim. Tel: 07-3511 110 JUSCO PERMAS JAYA No. 1, Jalan Permas Utara, Bandar Baru Permas Jaya, 81750 Johor Bahru, Johor Darul Takzim. Tel: 07-386 8900 ▼ ▼ AEON TEBRAU CITY SHOPPING CENTER Tel: 07-3522 220 JUSCO PERMAS JAYA SHOPPING CENTER Tel: 07-386 0600 ▼ ALPHA ANGLE SHOPPING CENTER Wangsa Maju Tel: 03-4149 5288 JUSCO MID VALLEY AT3 Mid Valley Megamall, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur. Tel:03-2284 4800 74 JUSCO SEREMBAN 2 SHOPPING CENTER Tel: 06-601 5618 JUSCO TAMAN UNIVERSITI SHOPPING CENTER Tel: 07-520 8700 BUKIT RAJA SHOPPING CENTER Bandar Baru Klang Tel: 03-3343 2166 KINTA CITY SHOPPING CENTER Ipoh Tel: 05-548 4668 ▼ ▼ JUSCO METRO PRIMA No. 1, Jalan Metro Prima, 52100 Kepong, Kuala Lumpur Tel: 03-6257 2121 JUSCO METRO PRIMA SHOPPING CENTER Tel: 03-6259 1122 ▼ J-ONE DAMANSARA DAMAI, C-1-05, Park Avenue, Jalan PJU 10/1, Damansara Damai, 47830 Petaling Jaya, Selangor, Darul Ehsan. Tel: 03-6157 1432 ▼ A meeting with the Mentri Besar of Negeri Sembilan in August 2005 prior to the opening of JUSCO Seremban 2 Shopping Center. 75 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) JUSCO STORES & SHOPPING CENTERS HIGHLIGHTS OF THE YEAR Directory JUSCO TAMAN MALURI Jalan Jejaka, Taman Maluri, Cheras, 55100 Kuala Lumpur. Tel: 03-9285 5222 JUSCO TAMAN MALURI SHOPPING CENTER Taman Maluri Tel: 03-9200 1004 JUSCO BANDAR UTAMA No. 1, Leboh Bandar Utama, Bandar Utama, Damansara, 47800 Petaling Jaya, Selangor Darul Ehsan. Tel: 03-7726 6266 ▼ JUSCO MELAKA Leboh Ayer Keroh, 75450 Melaka Tel: 06-232 4899 JUSCO MELAKA SHOPPING CENTER Melaka Tel: 06-233 2988 ▼ ▼ JUSCO BANDAR PUCHONG Lot G40, IOI Mall, Batu 9, Jalan Puchong, Bandar Puchong Jaya, 47100 Puchong, Selangor Darul Ehsan. Tel: 03-8070 1200 1 UTAMA SHOPPING CENTER Bandar Utama Tel: 03-7726 6033 JUSCO BANDAR BARU KLANG Persiaran Bukit Raja 2, Bandar Baru Klang, 41150 Klang, Selangor Darul Ehsan. Tel: 03-3343 9366 ▼ JUSCO SEREMBAN 2 112, Persiaran S2 B1, Seremban 2, 70300 Seremban, Negeri Sembilan Darul Khusus. Tel: 06-601 5633 ▼ JUSCO TAMAN UNIVERSITI No. 4, Jalan Pendidikan, Taman Universiti, 81300 Skudai, Johor Darul Takzim. Tel: 07-521 8000 ▼ JUSCO IPOH No.2, Jalan Teh Lean Swee, Off Jalan Sultan Azlan Shah Utara, 31400 Ipoh, Perak Darul Ridzuan. Tel: 05-549 9633 JUSCO WANGSA MAJU Jalan R1, Seksyen 1, Bandar Baru Wangsa Maju, 53300 Kuala Lumpur. Tel: 03-4149 7666 In recognition of AEON CO. (M) BHD.’s commitment in greening the earth, Jabatan Lanskap Negara invited the company’s representative to attend its “Hari Lanskap Negara” function on 3 March 2005. Prime Minister Abdullah Ahmad Badawi presented the certificate of appreciation to Encik Rashid bin Adam at the function. ▼ JUSCO TEBRAU CITY No 1, Jalan Desa Tebrau, Taman Desa Tebrau, 81100 Johor Bahru, Johor Darul Takzim. Tel: 07-3511 110 JUSCO PERMAS JAYA No. 1, Jalan Permas Utara, Bandar Baru Permas Jaya, 81750 Johor Bahru, Johor Darul Takzim. Tel: 07-386 8900 ▼ ▼ AEON TEBRAU CITY SHOPPING CENTER Tel: 07-3522 220 JUSCO PERMAS JAYA SHOPPING CENTER Tel: 07-386 0600 ▼ ALPHA ANGLE SHOPPING CENTER Wangsa Maju Tel: 03-4149 5288 JUSCO MID VALLEY AT3 Mid Valley Megamall, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur. Tel:03-2284 4800 74 JUSCO SEREMBAN 2 SHOPPING CENTER Tel: 06-601 5618 JUSCO TAMAN UNIVERSITI SHOPPING CENTER Tel: 07-520 8700 BUKIT RAJA SHOPPING CENTER Bandar Baru Klang Tel: 03-3343 2166 KINTA CITY SHOPPING CENTER Ipoh Tel: 05-548 4668 ▼ ▼ JUSCO METRO PRIMA No. 1, Jalan Metro Prima, 52100 Kepong, Kuala Lumpur Tel: 03-6257 2121 JUSCO METRO PRIMA SHOPPING CENTER Tel: 03-6259 1122 ▼ J-ONE DAMANSARA DAMAI, C-1-05, Park Avenue, Jalan PJU 10/1, Damansara Damai, 47830 Petaling Jaya, Selangor, Darul Ehsan. Tel: 03-6157 1432 ▼ A meeting with the Mentri Besar of Negeri Sembilan in August 2005 prior to the opening of JUSCO Seremban 2 Shopping Center. 75 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) MILESTONES NOTICE OF ANNUAL GENERAL MEETING 1984 NOTICE IS HEREBY GIVEN that the Twenty-First Annual General Meeting of AEON CO. (M) BHD. will be held at Ballroom 1, Level 2, Hotel Nikko, 165 Jalan Ampang, 50450 Kuala Lumpur on Thursday, 22 June 2006 at 10:30 am for the following purposes:- SEPTEMBER – JAYA JUSCO STORES SDN BHD established, in response to a request from Prime Minister Y.A.B. Datuk Seri Dr Mahathir bin Mohamad, to help modernise the retailing industry in Malaysia. 1985 JUNE – The first pilot store, JAYA JUSCO Dayabumi, opened. DECEMBER – The second pilot store, JAYA JUSCO Taman Tun, opened. 1989 JUNE OCTOBER 1990 JUNE – “Japan Management Training Programme” begun. NOVEMBER – 28 Malaysian students invited to Japan as “Ambassadors” through the ÆON “1% Club” Programme. 1991 OCTOBER – JAYA JUSCO Dayabumi closed. – The first Superstore, JAYA JUSCO Taman Maluri, opened. AGENDA As Ordinary Business 1. To receive and adopt the Audited Financial Statements for the financial year ended 28 February 2006 together with the Reports of the Directors and Auditors thereon. Ordinary Resolution 1 – JUSCO Melaka was opened and fully operated by Malaysian staff. – The ÆON Group’s “Hometown Forest” programme was launched simultaneously at the inauguration of JUSCO Melaka. 2. To declare a First and Final Dividend of 15 sen per share less 28% tax for the financial year ended 28 February 2006. Ordinary Resolution 2 3. To approve the payment of Directors’ Fees for the financial year ended 28 February 2006. Ordinary Resolution 3 1992 APRIL – JUSCO Wangsa Maju (Alpha Angle Shopping Center), our first Shopping Center, opened. 1994 AUGUST OCTOBER – Our Distribution Center begun operations. – Japanese Trainee Programme begun. 1995 JUNE AUGUST OCTOBER – JAYA JUSCO Taman Tun Dr. Ismail closed. – JUSCO Bandar Utama (1 Utama Shopping Center) opened. – JUSCO Bandar Baru Klang (Bukit Raja Shopping Center) opened. 1996 DECEMBER – JAYA JUSCO STORES BHD was listed on the Main Board of the KLSE. 1997 AUGUST 1998 DECEMBER – JUSCO Melaka Shopping Center reopened. 1999 DECEMBER – JUSCO Mid Valley opened. 2000 DECEMBER – JUSCO Taman Maluri Shopping Center re-opened. – JUSCO Ipoh (Kinta City Shopping Center) opened. 4. To re-elect the following Directors retiring under Article 74 of the Articles of Association of the Company:i) Dato’ Abdullah bin Mohd Yusof ii) Mr. Toshiji Tokiwa iii) Mr. Tatsuichi Yamaguchi iv) Mr. Nagahisa Oyama v) Mr. Masato Yokoyama vi) Datuk Ramli bin Ibrahim vii) Brig. Jen. (B) Dato’ Mohd Idris bin Saman viii) Datuk Zawawi bin Mahmuddin ix) Dato’ Chew Kong Seng Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Resolution Resolution Resolution Resolution Resolution Resolution Resolution Resolution Resolution 4 5 6 7 8 9 10 11 12 – 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 5. To re-appoint Messrs KPMG Desa Megat & Co. as Auditors of the Company and to authorise the Directors to fix their remuneration. Ordinary Resolution 13 ‘Ambassadors’ through the ÆON “1% Club” Programme. 2002 APRIL JULY – Establishment of JUSCO -OUM Retail Center in Alpha Angle Shopping Center, at Wangsa Maju. – JUSCO Taman Universiti opened, Japan Management Training Programme reactivated. 2003 JULY AUGUST OCTOBER DECEMBER – – – – 2004 JANUARY – – JUNE – SEPTEMBER – – – – AUGUST – OCTOBER – 2005 MARCH 2006 76 WAOH Charity Bazaar. Smart Wonder World opened in JUSCO Taman Maluri. JUSCO Home Centre opened in 1 Utama Shopping Center. 3,000 seedlings were planted in the vicinity of the JUSCO Permas Jaya store as part of ÆON’s environmental campaign, ‘Planting Seeds of Growth’. – JUSCO Permas Jaya Shopping Center opened. JUSCO Metro Prima Tree Planting Ceremony was held. 2,000 seedlings were planted. JUSCO Metro Prima Shopping Center opened. WAOH Charity Fund officially registered as the “WAOH” Malaysian JUSCO Foundation. JAYA JUSCO STORES BHD. officially changed name to AEON CO. (M) BHD. JUSCO celebrated 20th Anniversary in Malaysia with Gala Dinner. Official launch of “WAOH” Malaysian JUSCO Foundation. 30,000 seedlings planted in the Malaysia-Japan Friendship Forest, AEON Woodland, Paya Indah Wetlands. Company authorised share capital increased from RM100,000,000 to RM500,000,000. Completed Bonus Issue (1:1) for 87,750,000 new Ordinary Shares. – AEON CO. (M) BHD. received a certificate of appreciation from the Prime Minister for its tree planting activities. JULY – Charity Gala Dinner was held. AUGUST – The management of AEON CO. (M) BHD. met with the Mentri Besar of Negeri Sembilan, Y.A.B. Datuk Seri Utama Hj Mohamad Bin Hj Hasan. SEPTEMBER – JUSCO Seremban 2 Tree Planting ceremony was held. 3,300 seedlings were planted. – JUSCO Seremban 2 opened. OCTOBER – J-One Supermarket opened. JANUARY As Special Business To consider and, if thought fit, to pass the following ordinary resolution :6. PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR THE RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE AND NEW MANDATE FOR ADDITIONAL RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED 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 31 May 2006 which are necessary for the Company’s day-to-day operations subject further to the following:(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; (ii) the approval is subject to annual renewal and shall only continue to be in force until:- – AEON Tebrau City Tree Planting ceremony was held. 6,000 seedlings were planted. – AEON Tebrau City Shopping Center opened. 77 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) MILESTONES NOTICE OF ANNUAL GENERAL MEETING 1984 NOTICE IS HEREBY GIVEN that the Twenty-First Annual General Meeting of AEON CO. (M) BHD. will be held at Ballroom 1, Level 2, Hotel Nikko, 165 Jalan Ampang, 50450 Kuala Lumpur on Thursday, 22 June 2006 at 10:30 am for the following purposes:- SEPTEMBER – JAYA JUSCO STORES SDN BHD established, in response to a request from Prime Minister Y.A.B. Datuk Seri Dr Mahathir bin Mohamad, to help modernise the retailing industry in Malaysia. 1985 JUNE – The first pilot store, JAYA JUSCO Dayabumi, opened. DECEMBER – The second pilot store, JAYA JUSCO Taman Tun, opened. 1989 JUNE OCTOBER 1990 JUNE – “Japan Management Training Programme” begun. NOVEMBER – 28 Malaysian students invited to Japan as “Ambassadors” through the ÆON “1% Club” Programme. 1991 OCTOBER – JAYA JUSCO Dayabumi closed. – The first Superstore, JAYA JUSCO Taman Maluri, opened. AGENDA As Ordinary Business 1. To receive and adopt the Audited Financial Statements for the financial year ended 28 February 2006 together with the Reports of the Directors and Auditors thereon. Ordinary Resolution 1 – JUSCO Melaka was opened and fully operated by Malaysian staff. – The ÆON Group’s “Hometown Forest” programme was launched simultaneously at the inauguration of JUSCO Melaka. 2. To declare a First and Final Dividend of 15 sen per share less 28% tax for the financial year ended 28 February 2006. Ordinary Resolution 2 3. To approve the payment of Directors’ Fees for the financial year ended 28 February 2006. Ordinary Resolution 3 1992 APRIL – JUSCO Wangsa Maju (Alpha Angle Shopping Center), our first Shopping Center, opened. 1994 AUGUST OCTOBER – Our Distribution Center begun operations. – Japanese Trainee Programme begun. 1995 JUNE AUGUST OCTOBER – JAYA JUSCO Taman Tun Dr. Ismail closed. – JUSCO Bandar Utama (1 Utama Shopping Center) opened. – JUSCO Bandar Baru Klang (Bukit Raja Shopping Center) opened. 1996 DECEMBER – JAYA JUSCO STORES BHD was listed on the Main Board of the KLSE. 1997 AUGUST 1998 DECEMBER – JUSCO Melaka Shopping Center reopened. 1999 DECEMBER – JUSCO Mid Valley opened. 2000 DECEMBER – JUSCO Taman Maluri Shopping Center re-opened. – JUSCO Ipoh (Kinta City Shopping Center) opened. 4. To re-elect the following Directors retiring under Article 74 of the Articles of Association of the Company:i) Dato’ Abdullah bin Mohd Yusof ii) Mr. Toshiji Tokiwa iii) Mr. Tatsuichi Yamaguchi iv) Mr. Nagahisa Oyama v) Mr. Masato Yokoyama vi) Datuk Ramli bin Ibrahim vii) Brig. Jen. (B) Dato’ Mohd Idris bin Saman viii) Datuk Zawawi bin Mahmuddin ix) Dato’ Chew Kong Seng Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Resolution Resolution Resolution Resolution Resolution Resolution Resolution Resolution Resolution 4 5 6 7 8 9 10 11 12 – 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 5. To re-appoint Messrs KPMG Desa Megat & Co. as Auditors of the Company and to authorise the Directors to fix their remuneration. Ordinary Resolution 13 ‘Ambassadors’ through the ÆON “1% Club” Programme. 2002 APRIL JULY – Establishment of JUSCO -OUM Retail Center in Alpha Angle Shopping Center, at Wangsa Maju. – JUSCO Taman Universiti opened, Japan Management Training Programme reactivated. 2003 JULY AUGUST OCTOBER DECEMBER – – – – 2004 JANUARY – – JUNE – SEPTEMBER – – – – AUGUST – OCTOBER – 2005 MARCH 2006 76 WAOH Charity Bazaar. Smart Wonder World opened in JUSCO Taman Maluri. JUSCO Home Centre opened in 1 Utama Shopping Center. 3,000 seedlings were planted in the vicinity of the JUSCO Permas Jaya store as part of ÆON’s environmental campaign, ‘Planting Seeds of Growth’. – JUSCO Permas Jaya Shopping Center opened. JUSCO Metro Prima Tree Planting Ceremony was held. 2,000 seedlings were planted. JUSCO Metro Prima Shopping Center opened. WAOH Charity Fund officially registered as the “WAOH” Malaysian JUSCO Foundation. JAYA JUSCO STORES BHD. officially changed name to AEON CO. (M) BHD. JUSCO celebrated 20th Anniversary in Malaysia with Gala Dinner. Official launch of “WAOH” Malaysian JUSCO Foundation. 30,000 seedlings planted in the Malaysia-Japan Friendship Forest, AEON Woodland, Paya Indah Wetlands. Company authorised share capital increased from RM100,000,000 to RM500,000,000. Completed Bonus Issue (1:1) for 87,750,000 new Ordinary Shares. – AEON CO. (M) BHD. received a certificate of appreciation from the Prime Minister for its tree planting activities. JULY – Charity Gala Dinner was held. AUGUST – The management of AEON CO. (M) BHD. met with the Mentri Besar of Negeri Sembilan, Y.A.B. Datuk Seri Utama Hj Mohamad Bin Hj Hasan. SEPTEMBER – JUSCO Seremban 2 Tree Planting ceremony was held. 3,300 seedlings were planted. – JUSCO Seremban 2 opened. OCTOBER – J-One Supermarket opened. JANUARY As Special Business To consider and, if thought fit, to pass the following ordinary resolution :6. PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR THE RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE AND NEW MANDATE FOR ADDITIONAL RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED 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 31 May 2006 which are necessary for the Company’s day-to-day operations subject further to the following:(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; (ii) the approval is subject to annual renewal and shall only continue to be in force until:- – AEON Tebrau City Tree Planting ceremony was held. 6,000 seedlings were planted. – AEON Tebrau City Shopping Center opened. 77 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) NOTICE OF DIVIDEND PAYMENT (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 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; NOTICE IS HEREBY GIVEN THAT, subject to the approval of shareholders at the Twenty-First Annual General Meeting, a first and final dividend of 15 sen per share less 28% tax in respect of the financial year ended 28 February 2006 will be paid to shareholders on 20 July 2006. The entitlement date for the said dividend shall be 4 July 2006. A Depositor shall qualify for entitlement to the Dividend only in respect of :- (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 (a) Shares transferred to the Depositor’s securities account before 4.00 p.m. on 4 July 2006 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. (c) revoked or varied by resolution passed by the shareholders in general meeting, BY ORDER OF THE BOARD whichever is the earlier; and (iii) the disclosure of the breakdown of the aggregate value of the Recurrent Transactions conducted pursuant to the Proposed Shareholders’ Mandate in the Annual Report of the Company based on the following information:- SAW BEE LEAN (MAICSA 0793472) Secretary (a) the type of Recurrent Transactions entered into; and Kuala Lumpur Date: 31 May 2006 (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 fit.” Ordinary Resolution 14 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 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 specifies the proportions of his shareholdings to be represented by each proxy. 4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 3rd Floor, JUSCO Taman Maluri Shopping Center, 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 Business. Ordinary Resolution 14 on the Proposed Shareholders’ Mandate The proposed Ordinary Resolution 14, if passed, will empower the Directors from the date of the TwentyFirst 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 31 May 2006, which is despatched together with this Annual Report. 78 79 AEON CO. (M) BHD. ( 126926 - H ) AEON CO. (M) BHD. ( 126926 - H ) NOTICE OF DIVIDEND PAYMENT (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 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; NOTICE IS HEREBY GIVEN THAT, subject to the approval of shareholders at the Twenty-First Annual General Meeting, a first and final dividend of 15 sen per share less 28% tax in respect of the financial year ended 28 February 2006 will be paid to shareholders on 20 July 2006. The entitlement date for the said dividend shall be 4 July 2006. A Depositor shall qualify for entitlement to the Dividend only in respect of :- (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 (a) Shares transferred to the Depositor’s securities account before 4.00 p.m. on 4 July 2006 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. (c) revoked or varied by resolution passed by the shareholders in general meeting, BY ORDER OF THE BOARD whichever is the earlier; and (iii) the disclosure of the breakdown of the aggregate value of the Recurrent Transactions conducted pursuant to the Proposed Shareholders’ Mandate in the Annual Report of the Company based on the following information:- SAW BEE LEAN (MAICSA 0793472) Secretary (a) the type of Recurrent Transactions entered into; and Kuala Lumpur Date: 31 May 2006 (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 fit.” Ordinary Resolution 14 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 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 specifies the proportions of his shareholdings to be represented by each proxy. 4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 3rd Floor, JUSCO Taman Maluri Shopping Center, 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 Business. Ordinary Resolution 14 on the Proposed Shareholders’ Mandate The proposed Ordinary Resolution 14, if passed, will empower the Directors from the date of the TwentyFirst 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 31 May 2006, which is despatched together with this Annual Report. 78 79 AEON CO. (M) BHD. (126926-H) AEON CO. (M) BHD. ( 126926 - H ) (Incorporated in Malaysia) STATEMENT ACCOMPANYING NOTICE OF TWENTY-FIRST ANNUAL GENERAL MEETING PROXY FORM pursuant to paragrah 8.28(2) of the Listing Requirements of Bursa Malaysia Securities Berhad I/We, .................................................................................................................(name of shareholder as per NRIC, in capital letters) CDS account no. of authorised nominee IC No./ID No./Company No............................................................................. (new) .................................................................. (old) of......................................................................................................................................................................................(full address) st 1. Directors standing for re-election at the Twenty-First Annual General Meeting (21 AGM):- being a member(s) of the abovenamed Company, hereby appoint..................................................................................................... (name of proxy as per NRIC, in capital letters) IC No. ....................................................... (new)............................................... (old) Pursuant to Article 74 of the Articles of Association (i) Dato’ Abdullah bin Mohd Yusof (ii) Mr. Toshiji Tokiwa (iii) Mr. Tatsuichi Yamaguchi (iv) Mr. Nagahisa Oyama (v) Mr. Masato Yokoyama (vi) Datuk Ramli bin Ibrahim (vii) Brig. Jen. (B) Dato’ Mohd Idris bin Saman (viii) Datuk Zawawi bin Mahmuddin (ix) Dato’ Chew Kong Seng of .....................................................................................................................................................................................(full address) or failing him/her ....................................................................................................... (name of proxy as per NRIC, in capital letters) IC No. ........................................................................ (new) ............................................................. (old) of ..................................... .......................................................................................................................................... (full address) failing him/her the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the ................................... Annual General Meeting of the Company to be held at............................................. on .............................................. and at each and every adjournment thereof. My/our proxy is to vote as indicated below : RESOLUTION 2. Details of attendance of Directors at Board Meetings There were five Board Meetings held during the financial year ended 28 February 2006. Details of attendance of the Directors are set out in Statement of Corporate Governance appearing on page 36 of the Annual Report. 1 Adoption of Audited Financial Statements and Reports for the financial year ended 28 February 2006 Resolution 1 2 Declaration of a first and final dividend of 15 sen per share less 28% tax for the financial year ended 28 February 2006. Resolution 2 3 Approval of Directors’ Fees Resolution 3 4 Re-election of Dato’ Abdullah Bin Mohd Yusof Resolution 4 5 Re-election of Mr. Toshiji Tokiwa Resolution 5 6 Re-election of Mr. Tatsuichi Yamaguchi Resolution 6 7 Re-election of Mr. Nagahisa Oyama Resolution 7 8 Re-election of Mr. Masato Yokoyama Resolution 8 9 Re-election of Datuk Ramli Bin Ibrahim Resolution 9 10 Re-election of Brig. Jen (B) Dato’ Mohd Idris bin Saman Resolution 10 3. Place, Date and Time of Meeting The Twenty-First Annual General Meeting of the Company will be held at Ballroom 1, Level 2, Hotel Nikko, 165 Jalan Ampang, 50450 Kuala Lumpur on Thursday, 22 June 2006 at 10.30 a.m. 4. Further details of Directors standing for re-election Details of Directors standing for re-election are set out in Directors’ Profiles appearing on pages 21-23 of the Annual Report. FOR 11 Re-election of Datuk Zawawi bin Mahmuddin Resolution 11 12 Re-election of Dato’ Chew Kong Seng Resolution 12 13 Re-appointment of Messrs KPMG Desa Megat & Co. Resolution 13 14 Proposed Renewal of existing Shareholders’ Mandate for the Recurrent Related Party Transactions of a Revenue or Trading Nature and New Mandate for Additional Recurrent Related Party Transactions of a Revenue or Trading Nature Resolution 14 AGAINST [Please indicate with an “X” in the spaces provided how you wish your votes to be cast. If you do not do so, the proxy will vote or abstain from voting at his discretion.] For appointment of two proxies, percentage of shareholdings to be represented by the proxies: No. of shares Percentage Signature/Common Seal Number of shares held: Proxy 1 Proxy 2 Total % % 100% Date: NOTE : 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 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 specifies the proportions of his shareholdings to be represented by each proxy. 4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 3rd Floor, JUSCO Taman Maluri Shopping Center, 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. 80 81 AEON CO. (M) BHD. (126926-H) AEON CO. (M) BHD. ( 126926 - H ) (Incorporated in Malaysia) STATEMENT ACCOMPANYING NOTICE OF TWENTY-FIRST ANNUAL GENERAL MEETING PROXY FORM pursuant to paragrah 8.28(2) of the Listing Requirements of Bursa Malaysia Securities Berhad I/We, .................................................................................................................(name of shareholder as per NRIC, in capital letters) CDS account no. of authorised nominee IC No./ID No./Company No............................................................................. (new) .................................................................. (old) of......................................................................................................................................................................................(full address) st 1. Directors standing for re-election at the Twenty-First Annual General Meeting (21 AGM):- being a member(s) of the abovenamed Company, hereby appoint..................................................................................................... (name of proxy as per NRIC, in capital letters) IC No. ....................................................... (new)............................................... (old) Pursuant to Article 74 of the Articles of Association (i) Dato’ Abdullah bin Mohd Yusof (ii) Mr. Toshiji Tokiwa (iii) Mr. Tatsuichi Yamaguchi (iv) Mr. Nagahisa Oyama (v) Mr. Masato Yokoyama (vi) Datuk Ramli bin Ibrahim (vii) Brig. Jen. (B) Dato’ Mohd Idris bin Saman (viii) Datuk Zawawi bin Mahmuddin (ix) Dato’ Chew Kong Seng of .....................................................................................................................................................................................(full address) or failing him/her ....................................................................................................... (name of proxy as per NRIC, in capital letters) IC No. ........................................................................ (new) ............................................................. (old) of ..................................... .......................................................................................................................................... (full address) failing him/her the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the ................................... Annual General Meeting of the Company to be held at............................................. on .............................................. and at each and every adjournment thereof. My/our proxy is to vote as indicated below : RESOLUTION 2. Details of attendance of Directors at Board Meetings There were five Board Meetings held during the financial year ended 28 February 2006. Details of attendance of the Directors are set out in Statement of Corporate Governance appearing on page 36 of the Annual Report. 1 Adoption of Audited Financial Statements and Reports for the financial year ended 28 February 2006 Resolution 1 2 Declaration of a first and final dividend of 15 sen per share less 28% tax for the financial year ended 28 February 2006. Resolution 2 3 Approval of Directors’ Fees Resolution 3 4 Re-election of Dato’ Abdullah Bin Mohd Yusof Resolution 4 5 Re-election of Mr. Toshiji Tokiwa Resolution 5 6 Re-election of Mr. Tatsuichi Yamaguchi Resolution 6 7 Re-election of Mr. Nagahisa Oyama Resolution 7 8 Re-election of Mr. Masato Yokoyama Resolution 8 9 Re-election of Datuk Ramli Bin Ibrahim Resolution 9 10 Re-election of Brig. Jen (B) Dato’ Mohd Idris bin Saman Resolution 10 3. Place, Date and Time of Meeting The Twenty-First Annual General Meeting of the Company will be held at Ballroom 1, Level 2, Hotel Nikko, 165 Jalan Ampang, 50450 Kuala Lumpur on Thursday, 22 June 2006 at 10.30 a.m. 4. Further details of Directors standing for re-election Details of Directors standing for re-election are set out in Directors’ Profiles appearing on pages 21-23 of the Annual Report. FOR 11 Re-election of Datuk Zawawi bin Mahmuddin Resolution 11 12 Re-election of Dato’ Chew Kong Seng Resolution 12 13 Re-appointment of Messrs KPMG Desa Megat & Co. Resolution 13 14 Proposed Renewal of existing Shareholders’ Mandate for the Recurrent Related Party Transactions of a Revenue or Trading Nature and New Mandate for Additional Recurrent Related Party Transactions of a Revenue or Trading Nature Resolution 14 AGAINST [Please indicate with an “X” in the spaces provided how you wish your votes to be cast. If you do not do so, the proxy will vote or abstain from voting at his discretion.] For appointment of two proxies, percentage of shareholdings to be represented by the proxies: No. of shares Percentage Signature/Common Seal Number of shares held: Proxy 1 Proxy 2 Total % % 100% Date: NOTE : 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 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 specifies the proportions of his shareholdings to be represented by each proxy. 4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 3rd Floor, JUSCO Taman Maluri Shopping Center, 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. 80 81 Place Stamp Here The Company Secretary: AEON CO. (M) BHD. (Company No. 126926-H) 3rd Floor, JUSCO Taman Maluri Shopping Center, Jalan Jejaka, Taman Maluri, Cheras, 55100 Kuala Lumpur. 82
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