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Quarterly Report Quarterly Report (42nd fiscal year, 3rd quarter) For the nine months ended 30 September 2011 To: Financial Services Commission of Korea KRX KOSPI Market 29 November 2011 Company Name : Lotte Shopping Co., Ltd. CEO : Lee, Cheolwoo Head Office : 1, Sogong-dong, Jung-gu, Seoul (Tel) +82 2-771-2500 (Homepage) http:// www.lotteshopping.com Prepared by : (Position) Head of Strategic Planning (Name) Kim, Sewan (Tel) +82 2-2118-2019 On 29 November 2011, Lotte Shopping Co., Ltd. (the “Company”) filed its business report for the first half of 2011 (the “Business Report”) with the Financial Services Commission of Korea (the “FSC”) and the KRX KOSPI Market of the Korea Exchange. This is a summary of the Business Report translated into English. Except where indicated otherwise, financial information contained in this summary and in the attached condensed consolidated interim financial statements of the Company as of and for the nine month period ended 30 September 2011 has been prepared in accordance with the Korean equivalent of International Financial Reporting Standards (“Korean IFRS”). HONGKONG:173323.4 I. Overview of the Company A. Overview 1. Main business As of 30 September 2011, the Company operated 29 department stores (including six department stores pursuant to management contracts), four outlet malls, one Lotte mall (Lotte Esiapolis, which opened in April 2011), 92 discount stores, 333 supermarkets and 71 cinemas (including one cinema on commissioned basis) in Korea. The Company plans to open additional stores and is moving forward with its outlet mall, complex shopping mall (i.e., a shopping mall located in a suburban or a redevelopment area that has both leisure and shopping facilities), “category killer” (i.e., specialty stores) and fashion brand businesses. With respect to overseas business activities, the Company opened its first overseas department store in Moscow, Russia, in September 2007. The Company opened its first department store in China in Beijing in August 2008 and its second department store in China in Tianjin in July 2011. As of 30 September 2011, with respect to its discount store business, the Company operated 86 discount stores in China, two discount stores in Vietnam and 25 discount stores in Indonesia through separate corporate entities established in each jurisdiction. The Company is examining various methods, including engaging in new developments, leases and management contracts to increase its overseas store openings. As of 30 September 2011, the Company had 39 consolidated subsidiaries. See Note 1 of the notes to the consolidated financial statements of the Company as of and for the nine month period ended 30 September 2011 attached hereto. 2. Affiliates The Company has 83 affiliates, which together are part of the Lotte Group. a. Listed companies Number of Business category Affiliates companies Food Lotte Confectionary, Lotte Samkang, Lotte Chilsung Beverage 3 Petrochemical Honam Petrochemical, KP Chemical 2 Retail Lotte Shopping, Lotte Midopa 2 Financial / Insurance Lotte Insurance 1 1 Communications Hyundai Information Technology b. Unlisted companies Number of Business category Affiliates companies Lotte Ham, Lotteria, Lotte Fresh Delica, Lotte Boulangerie, Lotte Food / Pharm., Wellga, Sanjung Beverage, Changdae Trading, Lotte Liquor 17 Pharmaceutical BG, CH Beverage, Lotte Wine Sales, KIRIN, Pasteur Milk, Bliss, HUI, Chung-buk Soju, Cinema Food Tourism / Leisure Lotte Hotel, Lotte Giants, Lotte Hotel Busan, Lotte Corporation, Lotte 11 Cinema, D-Cinema Korea, Lotte JTB, Lotte Jeju Resort, Lotte Buyeo Resort, Universal Studios Korea Development, Lotte Gimhae Development Retail Lotte International, Lotte Station Building, Lotte Logistics, Korea 16 Seven, Lotte.com, Lotte Asahi Liquor, FRL Korea, Woori Home Shopping, Buy the way, Lotte Square, Lotte Suwon Station Shopping Town, Lotte DF Global, AK Retail, S&S International, NCF, Lotte HONGKONG:173323.4 Songdo Shopping Town Chemistry Korea Fuji Film, Howtech, Sambark, Sambark LFT 4 Equipment / Lotte Aluminium, Canon Korea Business Solutions 2 Electronics Construction Lotte Engineering & Construction, Lotte Asset Management 2 Advertising Daehong Communications, Mobizap Media, M.Hub 3 Communications Lotte Data Communication, Han Paysys, Hyunjung RNS 3 Financial Lotte Capital, Lotte Card, KI Bank, Mybi, Busan Hanaro Card, eB 9 Card, Gyeonggi Smartcard, Inchon Smartcard, Chungnam Smartcard Petrochemicals Seetec, KP Chemtech, Daesan MMA, Honam Mitsui Chemicals 4 Energy Cheongna Energy 1 Real Estate Universal Studios Korea Resort Asset Management Corporation 1 Manufacturing DACC Aerospace 1 ※ Changes that occurred from 1 July 2011 to 30 September 2011: – Added as an affiliate: Cinema Food (1 July 2011) 3. Recent credit ratings The following sets forth the credit ratings of the Company’s corporate bonds and commercial paper. Date Securities subject to (yyyy.mm.dd) rating Credit rating Rating agency Type 2011.06.28 Commercial paper A1 NICE Investors Service Primary rating 2011.06.28 Corporate bonds AA+ NICE Investors Service Regular rating 2011.06.27 Corporate bonds AA+ Korea Investors Service Regular rating 2011.06.27 Commercial paper A1 Korea Investors Service Primary rating 2011.06.23 Corporate bonds AA+ Korea Ratings Regular rating 2011.03.07 Corporate bonds AA+ Korea Investors Service Primary rating 2011.03.07 Corporate bonds AA+ Nice Investors Service Primary rating B. Recent Changes in Management Summary of the appointment of the board of directors at the 41st shareholders’ meeting held on 18 March 2011: - Re-appointment of director: Shin, Gyukho - Appointment of outside director: Ye, Jongsuk HONGKONG:173323.4 2 C. Changes in Capital Stock 1. Increase (decrease) in share capital (As of 30 September 2011) (Unit: Won, shares) Details of the newly issued stock Date of new Par value Issued Type of issue stock issuance Type Quantity per share value Remarks (Won) (Won) Paid-in capital LSE listed 8 February 2006 increase (public Common stock 6,857,143 5,000 400,000 (GDS) subscription) Paid-in capital 9 February 2006 increase (public Common stock 1,714,286 5,000 400,000 KRX listed subscription) Paid-in capital LSE listed 16 March 2006 increase (public Common stock 471,945 5,000 400,000 (GDS) subscription) ※ The Company’s Global Depositary Shares (“GDSs”) were issued at US$20.67 per GDS, at the ratio of one share of common stock to 20 shares of GDSs. (Applying an exchange rate of Won 967.8 per US$1.00). 2. Insurance of convertible bonds (As of 30 September 2011) (Units: Won, share) Type of Date of Date of Face value Type of stock to Conversion Conversion conditions Convertible bonds not yet issue issuance maturity be converted to period converted Conversion Conversio Face value Number of (yyyy.mm.dd) (yyyy.mm.dd) ratio n price common stock (in Won) issuable upon conversion No. 1 2011.07.04 2016.07.04 978,969,250,000 Unregistered The period 100% 650,000 978,969,250,000 1,506,106 unsecured common stock from 5 July overseas 2012 to convertible seven bond business issuance days before the fifth anniversary of 5 July 2012. Total - - 978,969,250,000 - - 100% 650,000 978,969,250,000 1,506,106 ※ Conversion based on the fixed exchange rates of US$ 1.00 = Won 1,083 and JPY 100 = Won 1,345.29, which are the exchange rates announced by the Seoul Money Brokerage Services, Ltd. on 15 June 2011 (the date of the board of directors resolution in connection with the issuance). D. Total Number of Shares As of 30 September 2011, the total number of authorized shares was 60,000,000, the total number of issued shares was 29,788,844 and the total number of outstanding shares was 29,043,374. All shares were classified as common shares. E. Voting Rights (As of 30 September 2011) (Unit: shares) Type Number of shares Remarks Total issued shares (A) Common stock 29,043,374 - HONGKONG:173323.4 3 Preferred stock - Common stock - Shares without voting rights (B) - Preferred stock - Shares with restricted voting rights Common stock under the stock exchange act and - Preferred stock other laws (C) - Shares with reestablished voting Common stock - Rights (D) Preferred stock Shares with exercisable voting rights Common stock 29,043,374 - (E = A – B – C + D) Preferred stock - F. Dividends 1. Dividends for the past three years nd 42 fiscal year st th Subject 41 fiscal year 40 fiscal year (nine months) Par value per share (Won) 5,000 5,000 5,000 Net profit (million Won) 686,697 1,010,144 716,422 Earnings per share (Won) 23,644 34,781 24,667 Total cash dividend (million Won) - 43,565 36,304 Total stock dividend (million Won) - - - Cash dividend payout ratio (%) - 4.31 5.07 Common stock - 0.32 0.36 Cash dividend yield (%) Preferred stock - - - Common stock - - - Stock dividend yield (%) Preferred stock - - - Cash dividend per share Common stock - 1,500 1,250 (Won) Preferred stock - - - Common stock - - - Stock dividend per share Preferred stock - - - ※ The financial data for the nine months of 2011 were prepared on a consolidated basis under K-IFRS (attributable to owners of the parent company), while the financial data for 2010 and 2009 were prepared on a non-consolidated basis under Korean GAAP. 2. Calculation of earnings per share for the current period (nine months) Category Current net profit for common Won 686,697 million stock Weighted average number of 29,043,374 shares common stock Earnings per share Won 23,644 HONGKONG:173323.4 4 II. Business Description A. Business Overview The following table is a summary of the Company’s major businesses and subsidiaries organized by business category. Business Subsidiaries category Main businesses Department Lotte Shopping (department store) Department store establishment, management store Lotte Midopa and distribution businesses Lotte Square Discount store Lotte Shopping (discount store) Large discount store establishment, management and distribution businesses Lotte Vietnam Shopping Co., Ltd. Discount store business in Vietnam Qingdao Lotte Mart Commercial Co., Discount store business in China Ltd.
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