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REG - Lotte Shopping CoLtd - 3rd Quarter Results <Origin Href="QuoteRef">023530.KS</Origin> - Part 1

RNS Number : 9644J
Lotte Shopping Co. Ltd
23 December 2015

Quarterly Report

(46th fiscal year)

For the nine month period ended 30 September 2015

Click on, or paste the following links into your web browser, to view the associated PDF documents.
http://www.rns-pdf.londonstockexchange.com/rns/9644J_-2015-12-23.pdf
http://www.rns-pdf.londonstockexchange.com/rns/9644J_1-2015-12-23.pdf




To: Financial Services Commission of Korea
KRX KOSPI Market 16 November 2015

Company Name : Lotte Shopping Co., Ltd.

CEO : Wonjun Lee

Head Office : 81, Namdaemun-ro, Jung-gu, Seoul
(Tel) +82 2-771-2500
(Homepage) http://www.lotteshopping.com

Prepared by : (Position) Head of Investor Relations (Name) Wookyung Kim
(Tel) +82 2-2118-2025

On 16November2015, Lotte Shopping Co., Ltd. (the "Company") filed its business report for the firstnine monthsof 2015(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 theninemonth period ended30 September 2015has been prepared in accordance with the Korean equivalent of International Financial Reporting Standards ("Korean IFRS"). References to "3Q" of a fiscal year are references to theninemonth period ended 30Septemberor, as the context requires, 30Septemberof such fiscal year.



I. Overview of the Company

A. Main Businesses of the Company

The Company had 56 subsidiaries as of 30 September 2015, and the Company and its subsidiaries (on a consolidated basis, the "Group") may be divided into the following segments: department store segment, discount store segment, finance (credit card service) segment, electronics segment, convenience store segment and other business segment.

B. Subsidiaries and Affiliates of the Company

1. Consolidated Subsidiaries

See Note 1 of the notes to the attached condensed consolidated interim financial statements of the Company as of and for nine month period ended 30 September 2015.

2. Affiliates

The Company has 86 affiliates.

a. Listed companies

Business category

Affiliates

Number of companies

Food

Lotte Confectionary, Lotte Food, Lotte Chilsung Beverage

3

Petrochemical

Lotte Chemical

1

Retail

Lotte Shopping, Lotte Hi-mart

2

Finance / Insurance

Lotte Insurance

1

Communications

Hyundai Information Technology

1

b. Unlisted companies

Business category

Affiliates

Number of companies

Food / Pharmaceutical

Lotteria, CH Beverage, MJA Wine, HUI, Chung-buk Soju, Cinema Food, Baekhak Beverage, Lotte-Nestle Korea

8

Tourism / Leisure

Lotte Hotel, Lotte Giants, Lotte Hotel Busan, Lotte Corporation, Lotte Cinema Trading, D-Cinema Korea, Lotte JTB, Lotte Gimhae Development, Universal Studios Korea Development

9

Retail

Lotte International, Lotte Station Building, Korea Seven, Lotte.com, Lotte Asahi Liquor, FRL Korea, Woori Home Shopping, Buy the Way, Korea STL, Lotte Suwon Station Shopping Town, Lotte DF Global, Lotte DF Retail, S&S International, NCF, Lotte Songdo Shopping Town, CS Mart , Lotte Department Store Masan, Lotte Shopping Town Daegu, Lotte Duty Free Jeju

19

Chemical

Korea Fuji Film, Sambark LFT

2

Machinery / Electronics

Lotte Aluminium, Canon Korea Business Solutions

2

Construction /

Real Estate

Lotte Engineering & Construction, Lotte Asset Development, Lotte Incheon Development, Universal Studios Korea Resort Asset Management Corporation, Donggyo Cheonggiwa PFV, Incheon Town, Magok District PFV, Eunpyeong PFV

8

Advertising

Daehong Communications, Mobizap Media, M.Hub

3

Communications

Lotte Data Communication, Han Paysys

2

Financial

Lotte Capital, Lotte Card, Lotte PS Net, Mybi, Busan Hanaro Card, eB Card, Gyeonggi Smartcard, Incheon Smartcard, Jang Kyo PFV, Lotte auto lease

10

Petrochemicals

Seetec, KP Chemtech, Daesan MMA, Lotte Mitsui Chemicals, Lotte Versalis Elastomers

5

Manufacturing

DACC Aerospace, Angel With

2

Logistics

Lotte Logistics, , HyundaiLogistics, Hyundai Cosco Logistics

3

Non-financial holding company

Aegis First

1

Repair Service

Lotte auto care

1

Rental Service(Except for Real Estate)

LotteRental, Green Car

2

Others

Lotte Members

1

Since the last business report, LotteShopping TownDaegu, Lotte Duty Free Jeju, Lotte auto lease, Lotte auto care, LotteRental and Green Car became affiliates of the Company.

C. Recent Changes in Management

Summary of the appointment of the board of directors at the annual general shareholders' meeting held on March 2015:

Appointment of inside director: Kyukho Shin

Appointment of outside directors: Hyeryun Kang, Chungsook Moon

D. Recent Acquisitions by the Company

On 19 January 2012, the Company acquired a 97.37% equity interest in CS Mart Co., Ltd. and became its controlling shareholder.

On 31 October 2012, the Company acquired a 65.25% equity interest in Hi-mart Co., Ltd. and became its controlling shareholder.

Control over the Lotte.com was acquired by owning 50.01% of the stocks through the additional acquisition of the stocks of Lotte.com by participating in the capital increase through issuance of new stock on February 17, 2015 of Lotte.com that pursues mail-order business (additional acquisition of forfeited stock on February 26).

E. Changes in Capital Stock

1. Increase (decrease) in share capital

(As of 30 September 2015) (Unit: Won, shares)

Date of new stock issuance

Type of issue

Details of the newly issued stock

Type

Quantity

Par value per share

Issued value

Remarks

9 February 2006

Paid-in capital increase (public subscription)

Common stock

6,857,143

5,000

400,000

LSE listed

(GDS)

9 February 2006

Paid-in capital increase (public subscription)

Common stock

1,714,286

5,000

400,000

KRX listed

16 March 2006

Paid-in capital increase (public subscription)

Common stock

471,945

5,000

400,000

LSE listed

(GDS)

22 January 2013

-

Common stock

2,447,518

5,000

-

KRX listed

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).

On 22 January 2013, additional shares of the Company that were issued in connection with the Company's acquisition of Lotte Midopa were listed on the Korea Exchange.

2. Issuance of convertible bonds

(As of 30 September 2015) (Unit: thousand Won, shares, %)

Type of issue

Date of issuance

Date of maturity

Total face amount

Type of convertible stock

Conversion period

Conversion terms

Outstanding bonds

Rate

Price

Face amount

Shares upon conversion

First Overseas Convertible Bond

5 July 2011

5 July 2016

978,969,250

Unregistered common stock

5 July 2012 ~ 24 June 2016

100%

648

149,412,924

230,583

The number of shares upon conversion was calculated by dividing the total principal amount by the conversion price, disregarding fractional shares.

Conversion based on the fixed exchange rates of US$ 1.00 = Won 1,083.50 and JPY 100 = Won 1,345.29, which were 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).

In accordance with Korean IFRS 1032, the number of shares to be issued and the amount in connection with the exercise of a conversion right on a convertible security must be fixed for the conversion right to be classified as an equity security. In the Company's case, while the number of shares to be issued is fixed, the amount of principal to be paid upon maturity if the bonds remain unconverted will vary depending on the exchange rate. As such, the convertible bonds must be classified as a debt security, and the Company recognizes the bonds in its liability accounts, instead of in its equity account.

On 5 July 2014, holders exercised their early redemption option and redeemed US$480,800,000 and JPY 22,940,000,000 aggregate principal amount of the convertible bonds.

F. Total Number of Shares

(As of 30 September 2015) (Unit: shares)

Type

Number of shares

Common shares

Total

Number of shares authorized

60,000,000

60,000,000

Total issued shares

32,236,362

32,236,362

Total number of shares withdrawn

745,470

745,470

Number of issued shares

31,490,892

31,490,892

Number of treasury shares

1,938,688

1,938,688

Number of issued and outstanding

29,552,204

29,552,204

G. Voting Rights

(As of 30 September 2015) (Unit: shares)

Type

Number of shares

Remarks

Total issued shares (A)

Common stock

31,490,892

-

Preferred stock

-

-

Shares without voting rights (B)

Common stock

1,938,688

Treasury stock

Preferred stock

-

-

Shares without voting rights pursuant to the Company's articles of incorporation (C)

Common stock

-

-

Preferred stock

-

-

Shares with restricted voting rights pursuant to law (D)

Common stock

-

-

Preferred stock

-

-

Shares with restored voting rights (E)

Common stock

-

-

Preferred stock

-

-

Shares with exercisable voting rights

(F = A - B - C - D + E)

Common stock

29,552,204

-

Preferred stock

-

-

H. Dividends

1. Dividends for the past three years

Subject

46thfiscal year(3Q)

45thfiscal year

44rdfiscal year

Par value per share (Won)

5,000

5,000

5,000

(Consolidated)Net profit (million Won)

172,526

526,650

788,445

Earnings per share (Won)

5,516

17,391

26,674

Total cash dividend (million Won)

-

59,104

44,328

Total stock dividend (million Won)

-

-

-

(Consolidated)Cash dividend payout ratio (%)

-

11.2

5.6

Cash dividend yield (%)

Common stock

-

0.72

0.38

Preferred stock

-

-

-

Stock dividend yield (%)

Common stock

-

-

-

Preferred stock

-

-

-

Cash dividend per share (Won)

Common stock

-

2,000

1,500

Preferred stock

-

-

-

Stock dividend per share

Common stock

-

-

-

Preferred stock

-

-

-

Prepared on a separate basis in accordance with Korean IFRS.

2. Calculation of earnings per share for the current period

Category

2015(3Q)

Net profit for the period

172,526,866,730

Interest on issued hybrid securities

(9,510,698,627)

Weighted average number of common stock (excluding treasury stock)

29,552,204

Earnings per common share

5,516



II. Business Description

A. Business Overview

The following table is a summary of the Company's main businesses and subsidiaries organized by business segment.

Business segment

Subsidiaries

Main businesses

Department store

Lotte Shopping (department store)

Department store establishment, management and distribution businesses

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., Ltd.

Discount store business in China

LOTTE MART COMPANY LIMITED

Lotte Mart China Co., Ltd. and 42 other entities

Liaoning LOTTE Mart Co., Ltd.

Jilin LOTTE Mart Co., Ltd.

Lotte Mart (ChongQing) Commercial Company Co. Ltd.

LOTTE MART(CHENGDU) COMMERCIAL COMPANY LIMITED

PT. LOTTE SHOPPING INDONESIA

Discount store business in Indonesia

PT. LOTTE MART INDONESIA

Finance

Lotte Card

Credit card business

eB Card Co., Ltd.

Electronic payment and transportation card system (AFC system) businesses

Electronics

Lotte Hi-mart Co., Ltd.

A wholesale and retail company for electronics and household appliances

convenience store

Korea Seven Co., Ltd.

Convenience store business

Buy the Way Inc.

Convenience store business

Other

Lotte Shopping (supermarket)

Supermarket establishment, management and distribution businesses, including supermarket real estate and leasing

CS Mart

Lotte Shopping (cinema)

Producing, investing and distributing movies; management of cinemas

Woori Home Shopping & Television Co., Ltd.

TV home shopping, online shopping and catalogue shopping businesses

Lotte.com

Logistics industry in accordance with the basic law on electronic trading such as businesses on the operation of internet shopping mall, etc.

Lotte Members

Open type affiliation (point) business and professional analysis business, etc.

Lotte Songdo Shopping Town Co., Ltd.

Development and management of Lotte Mall Songdo

Lotte Suwon Station Shopping Town

Operation and consigned management of real estate

LOTTE SHOPPING HOLDINGS (SINGAPORE) PTE. LTD.

Investing in retail businesses in Vietnam, India and Indonesia

Lotte Shopping Holdings (Hong Kong) Co., Limited

Investing in retail businesses in China

LHSC Limited.

Investing in home shopping businesses in China

LOTTE HOTEL & RETAIL VIETNAM PTE. LTD.

A holding company investing in new industries and business expansions in Vietnam

The following table is a summary of the Company's financial condition by business segment.

(Unit: million Won, %)

Business segment

Division

46th fiscal year (3Q)

45th fiscal year (3Q)

45th fiscal year

44rd fiscal year

Amount

Percentage

of total

Amount

Percentage of total

Amount

Percentage of total

Amount

Percentage

of total

Department Store

Sales

5,666,036

26.2

5,713,101

27.6

8,043,745

28.6

8,172,110

29.0

Operating income

282,145

42.4

425,877

44.5

602,558

50.7

698,694

47.0

Total assets

16,781,777

40.5

16,217,052

41.4

16,794,731

41.9

15,667,182

40.2

Discount Store

Sales

6,347,810

29.3

6,172,565

29.8

8,208,956

29.2

8,836,455

31.3

Operating income

(30,632)

-4.6

90,260

9.4

67,075

5.6

220,431

14.8

Total assets

10,615,864

25.7

10,752,547

27.4

10,412,802

26.0

11,008,450

28.2

Finance

Sales

1,359,522

6.3

1,284,567

6.2

1,760,811

6.3

1,694,060

6.0

Operating income

143,926

21.7

171,756

18.0

202,636

17.1

200,749

13.5

Total assets

9,282,599

22.4

8,200,479

20.9

8,575,013

21.4

8,537,358

21.9

Electronics

Sales

2,890,369

13.4

2,798,933

13.5

3,754,295

13.4

3,519,060

12.5

Operating income

133,728

20.1

114,711

12.0

144,391

12.2

184,804

12.4

Total assets

2,887,674

7.0

2,804,670

7.2

2,774,637

6.9

2,755,424

7.1

Convenience store

Sales

2,512,144

11.6

1,986,815

9.6

2,685,504

9.6

2,554,261

9.1

Operating income

47,663

7.2

30,860

3.2

37,554

3.2

55,867

3.8

Total assets

1,236,866

3.0

1,185,040

3.0

1,157,632

2.9

1,104,231

2.8

Others (1)

Sales

2,871,425

13.2

2,734,087

13.3

3,646,256

12.9

3,435,756

12.1

Operating income

87,904

13.2

123,123

12.9

134,165

11.2

124,716

8.5

Total assets

581,862

1.4

22,697

0.1

357,511

0.9

(100,079)

-0.2

Total

Sales

21,647,306

100.0

20,690,068

100.0

28,099,567

100.0

28,211,702

100.0

Operating income

664,734

100.0

956,587

100.0

1,188,379

100.0

1,485,261

100.0

Total assets

41,386,642

100.0

39,182,485

100.0

40,072,326

100.0

38,972,566

100.0

(1) Represents adjustments for consolidation.

1. Department store business segment

a. Lotte Shopping (department store)

i. Industry overview

The following tables show the market size and number of department stores in Korea.

Department store market size in Korea

(Unit: trillion Won, %)

Category

2013

2014

2015(3Q)

Market size

29.8

29.2

20.8

Growth rate

4.6%

-2.0%

-1.9%

Source: National Statistics Office

Excludes data for outlets.

Number of department stores in Korea

(Unit: stores)

Category

2013

2014

2015(3Q)

Number of department stores

93

95

96

Increase (decrease)

+4

+2

+1

Source: National Statistics Office

Excludes data for outlets.

ii. Company overview

Trends in market share

(Unit: %)

Category

2012

2013

2014

Lotte department store's market share

44.4%

45.8%

48.6%

Source: National Statistics Office and Company data.

Sales from the Company's department stores are gross sales (including sales from leased shops).

The revenue of Lotte Department Stores includes 31 stores owned by the Company, as well as two Young Plaza stores, 15 outlet stores, and two stores operated by the Company pursuant to management contracts with Lotte Station Building (an affiliate of the Company).

2. Discount stores business segment

a. Lotte Shopping (discount store)

i. Industry overview

The following tables show the market size and number of discount stores in Korea.

Discount store market size in Korea

(Unit: trillion Won, %)

Category

2013

2014

2015(3Q)

Market size

45.1

46.6

36.1

Growth rate

2.0%

3.3%

1.8%

Source: National Statistics Office

Based on data for large marts (defined as having retail space of 3,000 square meters or more - includes certain duty free shops and outlets).

Number of discount stores in Korea

(Unit: stores)

Category

2013

2014

2015(3Q)

Number of discount stores

511

528

547

Increase (decrease)

+13

+17

+19

Source: National Statistics Office

Based on data for large marts (defined as having retail space of 3,000 square meters or more - includes certain duty free shops and outlets).

ii. Company overview

The following table shows the market share of Lotte Mart in the discount store market in Korea.

Trends in market share

(Unit: %)

Category

2012

2013

2014

Lotte Mart's market share

15.9%

15.9%

15.4%

Source: National Statistics Office and Company data

Includes data for 111 domestic discount stores and five VIC Market stores.

b.LOTTE VIETNAM SHOPPING CO., LTD.

i. Industry overview

Trends in market size in Vietnam

Category

2013

2014

2015(1)

Population (million people)

90

91

92

GDP (USD 100 million)

1,717

1,917

2,134

Per capita (USD)

1,914

2,115

2,330

Growth rate (%)

5.4

5.5

5.6

Consumer price index (%)

6.6

5.2

5.2

Note:

(1) Projected

Source: Planet Retail and the General Statistics Office of Vietnam

ii. Company overview

The Company opened its first store in Vietnam in south Saigon in December 2008 followed by its second store in Phu Tho in July 2010. The Company has selected Vietnam as one of its target countries for expansion of the discount store business and plans to enhance its presence in Vietnam through aggressive expansion and localization. As of 30 September 2015, the Company operated ten stores in Vietnam.

Status of LOTTE VIETNAM SHOPPING CO., LTD. stores

(Unit: stores)

Category

2013

2014

2015 (3Q)

Number of stores

6

10

10

Increase (decrease)

+2

+4

+0

c. QingdaoLOTTE Mart Commercial Co., Ltd./LOTTE MART COMPANY LIMITED / Lotte Mart China Co., Ltd. and42 other entities/ Liaoning LOTTE Mart Co., Ltd. / Jilin LOTTE Mart Co., Ltd. / Lotte Mart (Chongqing) Commercial Co., Ltd. / LOTTE MART (CHENGDU) COMMERCIAL COMPANY LIMITED

i. Industry overview

Trends in market size in China

Category

2013

2014

2015(1)

Population (thousand people)

1,360,320

1,367,520

1,374,310

GDP (USD 100 million)

92,058

104,917

115,111

Per capita (USD)

6,767

7,672

8,376

Growth rate (%)

8.2

7.4

6.8

Increase in consumer price index (%)

3.0

2.3

2.5

Note:

(1) Projected

Source: Planet Retail

ii. Company overview

The Company has been actively expanding into the Chinese market, starting with the acquisition of eight Makro stores in China in June 2008. The Company acquired Times Ltd.'s discount stores in 2009. The Company operated 100 stores in China As of 30 September 2015 and plans to continually expand in the regions where its stores are already located and also improve its customer service and competitiveness.

Status of stores in China

(Unit: stores)

Category

2013

2014

2015(3Q)

Number of stores

Shanghai

77

72

74

Qingdao

7

6

0

Beijing

12

12

12

Beijing(super)

-

-

16

Shenyang

9

8

8

Chongqing

2

5

6

Total

107

103

116

Increase (decrease)

+5

-4

+13

d. PT.LOTTE SHOPPING INDONESIA and PT. LOTTE MART INDONESIA

i. Industry overview

Trends in the market size in Indonesia

Category

2013

2014

2015(1)

Population (million people)

248

251

255

GDP (USD 100 million)

8,739

8,507

9,080

Increase in consumer price index (%)

6.4

6.0

6.8

Note:

(1) Projected

Source: Planet Retail (June 2015)

ii. Company overview

The Company acquired 19 Makro stores in Indonesia in November 2008 and opened 12 stores through its local retail business subsidiary in 2010, 2011 and 2012. As of 30 September 2015, the Company operated 39 stores in Indonesia and plans to continually expand in Indonesia.

Status of stores in Indonesia

(Unit: stores)

Category

2013

2014

2015(3Q)

Number of stores

36

38

39

Increase (decrease)

+5

+2

+1

3. Financial business sector segment

a. Lotte Card

i. Industry overview

Status of credit card business

(As of 30 September 2015)

Type

Company name

Number of companies

Dedicated credit card companies

Lotte Card, Samsung Card, Hyundai Card, Shinhan Card, Hana SK Card, BC Card, KDB Capital, KB Kookmin Card, Woori Card

9

Banks with credit card business

Kyongnam Bank, Kwangju Bank, Industrial Bank of Korea, Daegu Bank, Busan Bank, Suhyup Bank, Standard Chartered Bank, Citibank Korea,Jeonbuk Bank, Jeju Bank, NH Nonghyup Bank

11

Source: Press Release from the Credit Finance Association

Credit card issuances and usage data

Year

Number of credit cards
(ten thousand cards)

Number of card holders(ten thousand persons)

Credit card charge volumes (trillion Won)

2012

11,623

8,406

577.7

2013

10,203

7,589

585.6

2014

9,232

7,012

594.1

Source: Press release from the Financial Supervisory Service

ii. Company overview

Lotte Card, a subsidiary of the Company, is a leading credit card company in Korea with the largest distribution and service network.

Trends in market share

(Unit: trillion Won, %)

Category

2013

2014

2015 (2Q)

Credit card market size in Korea by charge volumes

585.6

594.1

303.3

Lotte Card's charge volumes

54.1

53.5

27.6

Lotte Card's market share

9.2%

9.0%

9.1%

Source: Financial Statistics Information System of the Financial Supervisory Service

Based on credit purchases (including lump-sum payments, instalments and corporate purchases) and cash loans (including cash services and card loans).

b. eB Card

i. Industry overview

Prepaid cards use electronic money to pay for transportation services. Prepaid cards are used in the transportation and distribution sectors throughout Korea.

Competitivesituation

Comparisons of competitors in2015(3Q)

MYbi

eB Card

Korea Smart Card

Card name

MYbi Card

Cash Bee

T Money

Service area

Busan, Ulsan, Gyeongnam Province, etc.

Gyeonggi Province, Incheon, Chungnam Province, etc.

Seoul, Jeju, Pohang, etc.

Bus

9,182 buses

18,552 buses

11,053 buses

Taxi

52,078 taxies

34,194 taxies

122,225 taxies

Subway

128 stations

-

441 stations

ii. Company overview

eB Card, a subsidiary of the Company, provides electronic money services for store and transportation networks. In December 2010, eB Card issued a new pre-paid card brand called "Cash Bee." Unlike then prepaid transportation cards existing before, Cash Bee cards can be used to make purchases at convenience stores and retail outlets in addition to paying for transportation fares. As of 30 September 2015, Cash Bee cards are accepted at 72,500 places.

In addition, in May 2011, eB Card introduced Near Field Communication (NFC) based pre-paid mobile Cash Bee for NFC compatible mobile smartphones. Users of pre-paid mobile Cash Bee can download the mobile Cash Bee application on to their NFC compatible mobile smartphones to make purchases at convenience stores and retail outlets in addition to paying for transportation fares.

Trendsin market share

(Unit: 100 million Won, %)

Category

2012

2013

2014

Market size for prepaid cards in Korea based on sales (1)

2,641

2,678

2,974

EB Card

589

692

857

EB Card's market share

22.3

25.8

28.8

Notes:

(1) Based on disclosure of MYbi, eB Card and Korea Smart Card.

4. Electronics

a. Lotte Hi-mart

i. Industry overview

Market size of household / consumer electronics in Korea

(Unit: trillion Won)

Category

2011

2012

2013

2014

Household electronics

15.6

15.5

16.8

16.8

Computer and communication devices

23.0

24.4

21.8

19.7

Source: National Statistics Office

ii. Company overview

Lotte Hi-Mart was established in 1987. Since then, it quickly established itself as an electronics specialty store with a nationwide store network. Lotte Hi-Mart, which had initially sold large electronic products such as TVs, refrigerators and washing machines, began to offer personal computers in 2001 and other IT products. In 2007, Lotte Hi-Mart began selling mobile products, such as smartphones, tablet PCs and related products, and is continually expanding sales in this area.

In the third quarter of 2015, Hi-mart's revenue increased by approximately 3.3% on a consolidated basis compared to the third quarter of 2014, largely due to the continued growth of household electronics and appliances such as refrigerators and washing machines. as of 30 September 2015, operated 437 stores in total.

Lotte Hi-Mart currently operates 11 logistic centres and implements a CS Master system for training and management of specialized installation teams. As of 30 September 2015, 599 household electronics installation teams and 1,618 air conditioner installation teams were in charge of installation. In addition, there were 11 service centres for electronics repair services.

The online shopping mall was launched in 2000 to expand into the rapidly-growing online market and attract young customers who are familiar with the use of the Internet. The shopping mall currently operates through a website (www.e-himart.co.kr).

Market share of household / consumer electronics among household / consumer electronics stores

Store

2012

2013

2014

Lotte HiMart

47.0

46.6

48.6

Electronics Land

7.1

7.3

7.0

Living Plaza

26.8

26.7

25.5

Hi Plaza

19.0

19.4

18.9

Source: Audit reports of respective companies

5. convenience store Segment

a. Korea Seven / Buy the Way

i. Industry overview

Increase of household debts and residential costs have been main factors to cause hindrance to people's consumption. Slowing down of consumer confidence and decrease of consumption came thereafter appear as 'recession typed consumption pattern' and the portion of small purchase and planned purchase is on the rise.

Domestic convenience store market records growth in these difficult situations. It can be explained that this growth is due to expansion of consumption pattern of short distance, aging population and decrease in the number of household members.

These days, convenience stores, as representative distribution channel for short distance small purchase, are recognized by its significant competitiveness of differentiated products development and sales coping with customers' life style.

Sales of HMR product (convenience food) have been increased by the increase of single households, expansion of five-day workweek and camping culture. Convenience stores are recognized as a place where people can buy a meal and the portion of sales in convenience food is on the rise. In addition, global omni channel trend breaks the boundaries between online and offline shopping. Coping with this age of 40 million smartphone users, mobile market gets bigger and the boundaries between online and offline shopping brakes more quickly. Consumers become to do shopping while moving in and out channels freely. In order to quickly adopt this need of consumers, convenience store industry will try to satisfy the need of consumers laying emphasis on convenience and practicality by adopting O2O (Online-To-Office) service.

While overall recession of retail businesses due to shrunken consumer confidence caused by regulations on distribution and economic downturn, domestic convenience market continues to grow alone. It is expected that convenience market will continue to grow due to expansion of small purchase pattern because of increase of single households and development of convenience stores specialized in various format suitable to the need of customers.

ii. Company overview

Different to other distribution businesses, convenience stores is a type of business having a concept that it can provide various services and conveniences to proper place and in prompt time. Considering that it provides additional services in addition to sales of ordinary products, convenience stores cannot be operated independently without a foundation of social infrastructure including IT and is a business type which appears only when certain level of national income is achieved.

In Korea, since '7-Eleven'- the first convenience store- appeared within the Olympic District of Jamsil in May, 1989, the number of stores and sales have continued to grow by more than two digits each year. Even though the growth faltered for a while after IMF crisis in 1997, convenience store business could rather establish its foundation of rapid growth by attracting unemployed population from economic crisis. Since then, convenience stores could continue its quality growth through remarkable growth of IT technology, increase in single household and expansion of service items due to receipt of public utility charges and financial computerization.

Along with aggressive expansion of stores for external growth, the convenience stores took over Buy the Way, the same business entity, in May, 2010 and established external expansion by itself. Since then, due to continuous growth, the competition landscape within convenience market changed into the structure of competition of 3 parties: Korea Seven, CU and GS25.

In order to maximize the synergy, Korea Seven, as global brand of '7-Eleven', tries to maintain its differentiated position within the industry by connecting with 7-Eleven licensees and utilizing Global Network such as common sourcing of products, facilities and equipments, sharing information of new products and best seller ones, and sharing information related to customer trend.

Moreover, through store efficiency enhancement and product differentiation, the company tries to become selected as first priority and makes its best efforts in making a contribution to increase profits of franchisees, in addition.

Recent trend of market scale

Year

Number of store

Sales

Performance (number)

Growth rate (%)

Performance (100 million won)

Growth rate (%)

2012

24,559

15.7

117,385

15.8

2013

24,859

1.2

128,101

9.1

2014

26,020

4.7

138,361

8.0

6. Other Business Segment

a. Lotte Super, CS Mart

i. Industry overview

Large supermarket chains are growing at a slower rate than the industry rate due to stricter laws protecting local merchants that restrict the opening of new stores by large supermarket chains. Overall, the industry was slow to grow due poor consumption levels, mandatory days of closure and shorter hours of business. Accordingly, the industry is seeking various ways to continue growing, such as store diversification and new business development. The sluggish growth is expected to continue in 2015 for large supermarket chains. As such, they are making efforts to boost sales by diversifying new stores, developing new products that follow consumption trends and pioneering new businesses as well as increase profits by improving store operation efficiency and cutting costs.

ii. Company overview

Lotte Super started its supermarket business in April 2000. Starting with the Jeonnong store as its first store, Lotte Super has built up many stores across Korea, including through the acquisition of the chain store business of Hanwha Stores in 2004 and Big Mart and Nice Mart in 2007.

In addition, Lotte Super entered the online supermarket business by opening an online shopping mall in 2009. In 2010, Lotte Super started a new franchise model to strengthen its cooperation with small and medium-sized merchants and contribute to regional communities through increased employment and service improvements, among others. In 2012, Lotte Super strengthened its leading market position by acquiring CS Distribution and thereby creating synergy effects from the newly acquired businesses such as the voluntary franchise business. In March 2013, Lotte Super launched a mobile application to enhance convenience for customers and became the first player in the industry to pave the new avenue of mobile supermarket shopping.

b. Lotte Cinema

i. Industry overview

As for the third-quarter of the 2015 Korean film industry, the number of audiences increased by 5.6% compared to last year from 69,180,000 to 73,060,000; the sales record increased by 5.4% compared to last year, which is 569,200,000 won.

.

ii. Company overview

As of 30 September 2015, Lotte Cinema operated 105 movie cinemas. In addition, Lotte Cinema entered the Vietnamese market in May 2008 and was the first Korean company to do so. In December 2010, Lotte Cinema opened its first overseas cinema in Songshan, China, as part of its plan to expand in overseas markets. In 2014, Lotte Cinema opened two new cinemas in China and five new cinemas in Vietnam. As of 30 September 2015, Lotte Cinema operated 28 overseas cinemas.

Trends in market share

(Unit: 10,000 persons, %)

Category

2013

2014

2015 (3Q)

Number of movie tickets sold in the cinema industry in Korea

21,335

21,506

7,306

Number of movie tickets sold by Lotte Cinema(1)

6,376

6,300

2,245

Lotte Cinema's market share

29.9%

29.3%

30.7%

Note:

(1) Includes the number of movie tickets sold by cinemas managed but not owned by Lotte Cinema.

c. Woori Home Shopping

i. Industry overview

(1) TV home shopping

There are six TV home shopping companies in Korea. Korea Home Shopping (currently GS Home Shopping) and Home Shopping (currently CJ O Shopping) started in 1995, three companies, Woori Home Shopping, Hyundai Home Shopping and NS Home Shopping, joined the market in 2001 and Home & Shopping joined the market in 2011. TV home shopping companies, under the approval of the Korea Communications Commission, furnish customers with product information through TV channels, receive orders, mostly through phone calls, and then deliver the ordered products to customers at their desired locations. Therefore, TV home shopping business operation requires infrastructure, such as broadcasting facilities and logistics systems, strategic products planning and a variety of customer services.

(2) Online shopping mall

Online shopping malls deliver product information directly to consumers through wholesalers and Internet and allow customers to purchase at their convenience and at cheaper prices.

(3) Catalogue

Catalogue companies send catalogues describing products to select customers, and customers can order and purchase products through the catalogues that they receive. Increasing customer base and delivering the optimal product information to customers are important elements in this business.

ii. Company overview

Woori Home Shopping, a subsidiary of the Company, sells a variety of consumer goods and services by means of TV home shopping. In addition, Woori Home Shopping also operates an online shopping mall and catalogue shopping business.

Trends in market share

(Unit: 100 million Won, %)

Category

2013

2014

2015 (2Q)

Market size of the home shopping industry in Korea

38,829

41,000

19,536

Woori Home Shopping sales

7,732

8,692

4,180

Woori Home Shopping market share

19.9%

21.2%

21.4%

Estimated based on publicly disclosed estimated total sales data for the Company's competitors in Korea (excluding NS Home Shopping and Home & Shopping).

d. Lotte.com

i. Industry overview

The size of the on-line shopping market, which is subjected to less limitations in terms of time and space in comparison to the off-line outlets, is increasing extremely rapidly since the emergence of the mobile shopping in the mid-2000's. Customers can get access to a diverse range of product information at anytime and anywhere, and enjoy very high level of convenience of shopping through the One-stop services for ordering and delivery. In addition, being able to purchase goods at significantly lower price in comparison to the off-line outlets is also one of the biggest attractions of the on-line shopping. Although the mobile/internet shopping market can be affected by the consumer sentiments for consumption in accordance with the economic situations of the time, it is possible to cope with the fluctuation in the economic situations by means of its outstanding price competitiveness in comparison to other off-line distribution channels.

ii. Company overview

In the on-line shopping market, extensive range of players including not only the companies specializing only on the pure on-line shopping but also off-line distribution companies such as department stores and discount outlets, as well as home shopping companies are competing in the area of B2C. In the internet shopping market, extensive range of players including not only the companies specializing only on the pure on-line shopping but also off-line distribution companies such as department stores and discount outlets, as well as home shopping companies are competing in the area of B2C. Moreover, there is markedly rapid growth of social commerce companies that uses the concept of cooperative purchasing since 2010. The annual volume of transaction of the on-line shopping market in 2014 was 45.2 trillion Won, which is a growth by approximately 14% from the previous year with continued growth every year.

e.Lotte Members

i. Industry overview

Recently, 'Omni-channel consumption' in which the on and off-line channels are used simultaneously, 'Mobile shopping' through which consumers can access the shopping sites at anytime and anywhere, 'Global consumption' including direct purchase from overseas sources, etc., 'Rational consumption' through exhaustive comparison of prices and 'Malling consumption' of enjoying leisure and cultural life along with shopping are establishing themselves as the key industrial trend for the distribution and logistics industry.

With the full-fledged commencement of the era of mobile platform-based cultural contents, enormous changes have been brought into the production and consumption of contents. With the continued launching of O2O services with built-in lT technology and settlement services, off-line companies are unfolding Omni-channel strategy that combines on-line services. On the other hand, the Fin-tech market is growing rapidly in Korea in accordance with the alleviation of the regulations and the strategy for nurturing of the Fin-tech market by the government, with the creation of new markets through the activation of the competition and alliance between financing companies and IT companies in order to secure vantage point in the Fin-tech market.

f. Lotte Songdo Shopping Town

The Company completed its land purchases in connection with the construction of Lotte Mall Songdo in July 2011. In December 2013, the Company completed the first-stage of construction, the mart section, which is currently open for business. The second stage of this project is currently undergoing earthworks and is scheduled to be completed by the second half of 2017.

g. Lotte Suwon Station Shopping Town

It was incorporated on March 16, 2005, acquired the approval for the construction of Lotte Mall Suwon on January 3, 2012, permission for occupation and use of the mall on November 21, opened the Lotte Mall Suwon on November 27, 2014 for business, and is currently operating and managing the Lotte Mall Suwon.

h. LOTTE SHOPPING HOLDINGS (SINGAPORE) PTE. LTD./ Lotte Shopping Holdings (Hong Kong) Co.,Limited / LHSC Limited/LOTTE HOTEL & RETAIL VIETNAM PTE. LTD.

As of 30 September 2015, LOTTE SHOPPING HOLDINGS (SINGAPORE) PTE. LTD. held shares in distribution companies in India, Indonesia and Vietnam (including LOTTE HOTEL & RETAIL VIETNAM PTE. LTD., a holding company established to pursue and expand new business opportunities in Vietnam), while Lotte Shopping Holdings (Hong Kong) Co., Limited holds shares in distribution companies in China as well as LHSC Limited, a holding company established for the acquisition of a home shopping company, Lucky Pai, in China.

(Unit: million Won,%)

Name of holding company

Name of subsidiaries

Shareholding ratio

Book value for investment stock

Business Type

LOTTE SHOPPING HOLDINGS (SINGAPORE) PTE. LTD.

Lotte Shopping India Private Limited

100.0

18

Distribution

(department store)

LOTTEMART C&C INDIA PRIVATE LIMITED

100.0

269

Distribution (mart)

PT. LOTTE SHOPPING INDONESIA

25.0

85,377

Distribution

(mart)

PT. LOTTE MART INDONESIA

99.0

94,604

Distribution

(mart)

LOTTE HOTEL & RETAIL VIETNAM PTE. LTD.

40.0

29,576

Investment company

PT. LOTTE Shopping Avenue Indonesia

99.0

52,032

Distribution

(department store)

Lotte Shopping Plaza Vietnam Co., Ltd.

100.0

33,745

Distribution

(department store)

International Business Center Company Limited

50.0

64,178

Real estate lease

Lotte Shopping Holdings
(Hong
Kong) Co., Limited

Lotte Business Management (Tianjin) Co., Ltd.

100.0

47,780

Distribution (department store)

Lotte Mart China Co., Ltd. 42

100.0

417,265

Distribution

(mart)

LHSC Limited

51.1

104,498

Investment company

Liaoning LOTTE Mart Co., Ltd.

60.0

-

Distribution (mart)

Qingdao LOTTE Mart Commercial Co., Ltd.

46.2

-

Distribution (mart)

Lotte Department Store(Shenyang) Co., Ltd.

100.0

83,615

Distribution

(department store)

Lotte International Department Store(Weihai) Co., Ltd.

100.0

35,835

Distribution

(department store)

Jilin LOTTE Mart Co., Ltd.

100.0

17,918

Distribution(mart)

Lotte Shopping Business Management(Hong Kong) Limited

100.0

12

Bond issuances (SPC)

LOTTE DEPARTMENT STORE (TIANJIN) CO., LTD.

100.0

59,725

Distribution

(department store)

Lotte Department Store (Chengdu) Co., Ltd.

100.0

47,780

Distribution

(department store)

Lotte Mart (Chongqing) Commercial Co., Ltd.

100.0

23,890

Distribution (mart)

LOTTE MART (CHENGDU) COMMERCIAL COMPANY LIMITED

100.0

14,334

Distribution (mart)

As of 30 September 2015 (exchange rate of USD 1.00 = KRW 1,194.50)

Financial statements prepared on a separate basis under Singapore FRS and HK FRS.

B. Production and Facilities

1. Plans for the establishment of new stores

Category

Store

Location

Expected establishment date

Discount Store

Yangdeok

Yangdeok-dong, Masanhoiwon-gu, Changwon City, Gyeongnam

November 2015

Cinema

Gayang

Yangcheon-ro, Gangseo-gu, Seoul

October 2015

Suraksan

Sanggye-dong, Nowon-gu, Seoul

November 2015

Sangin

Sangin-dong, Dalseo-gu, Daegu

December 2015

The above plans are subject to change based on future business conditions.

2. Plans for new establishment and purchase of facilities

a. Investments under progress

(Unit: 100 million Won)

Category

Type

Investment period

Investment asset

Investment effect

Total investment

Prior

Investment

Future investment

Department store

New
investment

2015 - 2017

Tangible assets

Increase in sales

18,093

2,592

15,501

Discount store

New
investment

2015 - 2017

Tangible assets

Increase in sales

8,311

591

7,720

The above plans are subject to change based on future business conditions.

The above plans are for new domestic investments only, and do not include plans for ordinary or overseas investments or capital injections or additional investments to existing investments.

b. Future investment plans

(Unit: 100 million Won)

Business segment

Project name

Expected investment

Expected annual investment

Effect

Asset type

Amount

2015

2016

2017

Department store

New and ordinary investments

Tangible and other assets

24,643

6,350

7,050

11,243

Increase in sales

Discount store

New and ordinary investments

Tangible and other assets

12,128

2,166

2,733

7,229

Increase in sales

The above plans are subject to change based on future business conditions.

C. Sales

(Unit: million Won)

Business segment

Type

Product

46th Fiscal Year (3Q)

45th Fiscal Year (3Q)

Department Store

Products

Clothes, etc.

Export

-

-

Domestic

4,893,623

5,074,698

Total

4,893,623

5,074,698

Goods

Export

-

-

Domestic

-

-

Total

-

-

Others

Rental fee, etc.

Export

-

-

Domestic

772,413

638,403

Total

772,413

638,403

Total

5,666,036

5,713,101

Discount Store

Products

Food, etc.

Export

-

-

Domestic

5,920,369

5,743,437

Total

5,920,369

5,743,437

Goods

Export

-

-

Domestic

-

-

Total

-

-

Others

Rental fee, etc.

Export

-

-

Domestic

427,441

429,128

Total

427,441

429,128

Total

6,347,810

6,172,565

Finance

Products

Export

-

-

Domestic

2,886

3,231

Total

2,886

3,231

Goods

Export

-

-

Domestic

-

-

Total

-

-

Others

Fees and

commissions, etc.

Export

-

-

Domestic

1,356,636

1,281,336

Total

1,356,636

1,281,336

Total

1,359,522

1,284,567

Electronics

Products

Electronics, etc.

Export

-

-

Domestic

2,878,773

2,787,286

Total

2,878,773

2,787,286

Goods

Export

-

-

Domestic

-

-

Total

-

-

Others

Rental fee, etc.

Export

-

-

Domestic

11,596

11,647

Total

11,596

11,647

Total

2,890,369

2,798,933

convenience store

Products

Electronics, etc.

Export

11

-

Domestic

2,307,974

1,817,807

Total

2,307,985

1,817,807

Goods

Export

-

-

Domestic

-

-

Total

-

-

Others

Rental fee, etc.

Export

-

-

Domestic

204,159

169,008

Total

204,159

169,008

Total

2,512,144

1,986,815

Others(1)

Products

Food, etc.

Export

6,436

-

Domestic

1,895,749

1,846,314

Total

1,902,185

1,846,314

Goods

Food, etc.

Export

-

-

Domestic

34,325

72,098

Total

34,325

72,098

Others

Rental fees, etc.

Export

-

-

Domestic

934,915

815,675

Total

934,915

815,675

Total

2,871,425

2,734,087

Total

Products

Clothes, food, etc.

Export

6,447

-

Domestic

17,899,374

17,272,773

Total

17,905,821

17,272,773

Goods

Clothes, food, etc.

Export

-

-

Domestic

34,325

72,098

Total

34,325

72,098

Others

Rental fees, etc.

Export

-

-

Domestic

3,707,160

3,345,197

Total

3,707,160

3,345,197

Total

21,647,306

20,690,068

Note:

(1) Represents adjustments for consolidation.

D. Risk Management

See Note 39 of the notes to the attached condensed consolidated interim financial statements of the Company as of and for nine month period ended As of 30 September 2015.

E. Derivative Instruments and Hedge Accounting

See Note 21 of the notes to the attached condensed consolidated interim financial statements of the Company as of and for nine month period ended As of 30 September 2015.

F. Important Management Contracts

1. Department store business

The Company has entered into management agreements to manage certain department stores owned by its subsidiary Lotte Station Building. In return, the Company receives management fees from Lotte Station Building equal to 10% of the operating income (before depreciation expenses) for the relevant department store, which is accounted for as other operating income.

2. Credit card business

Lotte Card has entered into card issuance agreements with American Express Company, Master Card International, Visa International and UNIONPAY INTERNATIONAL whereby these companies receive from Lotte Card certain percentage of the credit purchase amounts made on the credit cards issued pursuant to such agreements.

3. Other businesses

a. Woori Home Shopping

Woori Home Shopping has entered into an operating lease agreement with Lotte Capital, KT Rental Corporation and a joint card issuance agreement with Shinhan Card Co., Ltd., Lotte card wable on an annual basis. It has also entered into delivery service agreements with Lotte Logistics, Hyundai Logistics Co., Ltd. and CJ Korea Express Corporation, as well as broadcasting programsupply agreements with multiple cable TV stations .

b. Korea Seven

Korea Seven has entered into trademark and operational technology licensing agreements with 7-Eleven, Inc., pursuant to which Korea Seven pays 0.6% of net sales amount as license fees. Also, Korea Seven has granted 7-Eleven, Inc. the right to purchase the shares of Korea Seven up to 10% of its total outstanding shares on January 1 of each year starting from 2003. Korea Seven has also entered into franchising contracts with franchisees and agency agreements with Lotte Logistics for delivery of products to both company-run and franchise stores.

c. NCF

NCF has a royalty agreement with Nice Claup Co., Ltd. pursuant to which NCF pays Nice Claup a sales royalty fee of 2.2% and a production royalty fee of 0.3% of net sales from 1 December 2010 to 31 March 2016.

d. Buy the Way

Buy the Way has entered into a guarantee agreement with Sportstoto guaranteeing payment of delivered goods and the agreement is renewed every year.



III. Financial Matters

Please refer to the Company's condensed consolidated interim financial statements of the Company as of and for nine month period ended 30 September 2015 and the related notes attached to this report.



IV. Auditor's Opinion

A. Audit (Review) Opinion on Consolidated Financial Statements

1. Name of auditor / accountants

46th fiscal year (3Q)

45th fiscal year

44rd fiscal year

KPMG Samjong

KPMG Samjong

KPMG Samjong

2. Audit (review) opinion

a. Audit (review) for the current business year

The auditor has reviewed the consolidated statements of financial positionAs of 30 September 2015 and 30 September 2014, as well as the consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows of Lotte Shopping Co., Ltd. and its subsidiaries for the nine months ended 30September 2015 and 2014.

3. Auditcontracts

(Unit: million Won, hours)

Fiscal year

Auditor

Description

Fee

Total hours

46th fiscal year (3Q)

Samjong KPMG

Review of quarterly and semi-annual financial statements

Review of non-consolidated and consolidated financial statements

670

7,100

45th fiscal year

Samjong KPMG

Review of quarterly and semi-annual financial statements

Audit of non-consolidated and consolidated financial statements

670

12,000

44th fiscal year

Samjong KPMG

Review of quarterly and semi-annual financial statements

Audit of non-consolidated and consolidated financial statements

620

10,600

4. Contracts regarding non-audit services with outside auditor

(Unit: million Won)

Fiscal year

Date of contract

Description

Service period

Fee

46thfiscal year (3Q)

15.03.10

Acquisition related tax accountingdue diligence task

15.03.10 ~
15.06.30

25

15.03.16

Agreed procedure on the royalty for TOYS "R" US

15.03.16~

15.03.20

9

45thfiscal year

14.07.23

Support and consultation related to the drafting of combined financial statements of Lotte Group

14.07.23~

14.08.31

40

14.12.01

Taxation review on the transaction between Lotte Shopping and FRL Korea

14.12.01~

14.12.31

20

44rd fiscal year

-

-

-

-



V. Corporate Governance and Affiliates

A. Matters regarding Board of Directors

1. Overview of Board of Directors

a. Composition of Board of Directors

Currently, the Company's board of directors (the "Board of Directors") is composed of 10 directors, of whom five are outside directors.

The Board of Directors decides important matters according to the basic management policies of the Company, matters delegated from the general meeting of shareholders and matters required by the Articles of Incorporation or applicable laws.

b. The Board of Director committees

The Board of Directors may have subcommittees to achieve efficient and timely decision-making. The Company currently has an Audit Committee, an Outside Director Nomination Committee and an Internal Transaction Committee. Details regarding operations, authority and composition of such committees are decided by the Board of Directors or relevant laws.

2. Matters regarding Board of Directors committees

a. Name, directors, objectives and authority

Name of committee

Composition

Name

Objectives and authority

Remarks

Audit Committee

Three or more directors (at least two-thirds of whom must be outside directors)

2 outside directors at present

Sukeun Kwak, Byungkee Ko
(from 21 March 2014)

The committee audits the Company's accounting and operations.

The committee reviews the appropriateness of its performances and regulations every year. If necessary, it proposes revisions to the Board of Directors.

In addition to carrying out the activities specified in items 1 and 2 above, the committee also carries out activities specified by law, the Company's articles of incorporations and the Board of Directors.

Interim resignation of Dongyeol Park on 2015.09.24, an inspection commissioner of the audit committee

Outside Director Nomination Committee

Two or more directors (at least half of whom must be outside directors)

2 outside directors and 1 full-time director at present

Wonjun Lee, Byungkee Ko, Hyeryun Kang
(from 20 March 2015)

The committee recommends candidates for outside directors to the general meeting of shareholders.

The committee must recommend those candidates recommended by shareholders with applicable rights under Article 542 Clause 6 of the Commercial Code.

In addition to carrying out the activities specified in items 1 and 2 above, the committee also carries out activities specified by law, the Company's articles of incorporations and the Board of Directors.

-

Internal Transaction Committee

Three or more directors (at least two-thirds of whom must beoutside directors)

Wonjun Lee, Taehyeon Kim, Chungsook Moon
(from 20 March 2015)

In case of contract between the company and its specially related persons for more than certain scale, fair trade order shall be maintained by suggesting standards for selection of opposite party

In case of concluding a private contract exceeding 10 billion won with affiliated companies in the area of construction/logistics/advertisement/system, a deliberation and approval may be made.

-

As of 30 September 2015

Interim resignation of Dongyeol Park on 2015.09.24, an inspection commissioner of the audit committee.

B. Affiliated Companies

1. Overview of affiliates

(As of 30 September 2015) (Unit: %)

Division

Investee company

Lotte Confectionery

Lotte Chilsung Beverage

Lotte

Food

Lotte

Aluminum

Lotte Construction

Hotel Lotte

Lotte International

Lotte Shopping

Lotte Giants

Lotteria

Lotte Chemical

Korea Fuji Film

Daehong Communications

Canon Korea Business Solutions

Lotte Station Building

Lotte Corporation

Lotte.Com

Lotte Logistics

Lotte Capital

Lotte Data Communication

Investor company

Lotte Confectionary

1.0

18.3

9.3

7.9

30.0

13.6

0.9

8.9

8.5

4.6

6.1

Lotte Chilsung Beverage

9.3

3.0

3.9

20.0

2.2

5.0

5.3

4.6

1.5

1.5

Lotte Food

0.0

5.0

10.0

7.5

5.0

1.8

Lotte Aluminum

15.3

8.4

9.0

6.2

5.0

2.6

5.6

Lotte Construction

1.0

11.8

Hotel Lotte

3.2

5.8

8.9

13.0

39.1

0.2

34.6

8.8

18.8

12.7

7.1

12.8

28.9

31.1

13.1

8.8

26.6

2.9

Busan Lotte Hotel

4.4

3.9

0.6

0.8

11.3

1.0

11.5

Lotte International

56.8

1.0

0.2

Lotte Shopping

3.4

12.0

27.7

6.2

30.0

38.7

34.0

25.0

50.0

4.6

22.4

Lotte Logistics

13.7

9.0

Lotteria

1.0

2.1

12.5

17.3

2.6

34.5

Lotte Chemical

1.0

13.2

32.0

1.7

4.6

Korea Fuji Film

7.9

9.0

3.5

1.7

Daehong Communications

3.3

2.9

13.9

8.2

28.5

Lotte Corporation

31.3

Lotte Capital

Lotte Data Communication

4.8

4.8

5.6

0.2

Lotte Card

Lotte.Com

Lotte Station Building

Lotte Insurance

Sambark LFT

MYbi

Korea Seven

Lotte Asset Development

Buy the Way

Lotte DF Global

eB Card

Hyundai Information Technology

Chungbuk Soju

Lotte Incheon Development

Canon Korea Business Solutions

Lotte

Himart

Aegis First


HyundaiLogistics


LotteRental


Woori Home Shopping


Lotte Members

Total

22.8

32.6

36.4

42.1

87.9

0.7

82.2

41.2

100.0

84.5

45.7

74.5

72.8

50.0

45.5

31.1

90.8

49.7

88.3

73.6

Division


Investee Company

Korea Seven

Lotte Asahi

Liquor

Lotte

Card

Seetec

KP Chemtech

FRL

Korea

Daesan MMA

Woori Home Shopping

Lotte JTB

Lotte Assets Development

DCinema of Korea

Lotte Insurance

Lotte PS Net

CH Beverage

MJA Wine

Sambark

LFT

MYbi

Busan Hanaro Card

Busan Lotte Hotel

Han Paysys

Investor Company

Lotte Confectionary

16.5

7.2

Lotte Chilsung Beverage

50.0

14.2

100.0

100.0

Lotte Food

Lotte Aluminum

Lotte Construction

11.8

Hotel Lotte

7.2

23.7

Busan Lotte Hotel

1.0

5.5

3.9

0.0

Lotte International

Lotte Shopping

51.1

93.8

49.0

53.0

39.1

50.0

Lotte Logistics

13.8

Lotteria

Lotte Chemical

50.0

100.0

50.0

20.5

99.5

Korea Fuji Film

Daehong Communications

16.2

Lotte Corporation

Lotte Capital

4.6

Lotte Data Communication

31.3

43.3

36.3

Lotte Card

0.0

0.2

4.8

Lotte.Com

50.0

31.3

Lotte Station Building

7.1

Lotte Insurance

0.9

Sambark LFT

MYbi

80.0

22.6

Korea Seven

32.3

Lotte Asset Development

Buy the Way

Lotte DF Global

eB Card

12.5

Hyundai Information Technology

Chungbuk Soju

Lotte Incheon Development

Canon Korea Business Solutions

Lotte

Himart

Aegis First

HyundaiLogistics

LotteRental

Woori Home Shopping

Lotte Members

Total

81.4

50.0

99.4

50.0

100.0

49.0

50.0

53.0

50.0

100.0

50.0

53.4

94.9

100.0

100.0

99.7

64.4

80.0

0.0

58.8



Division


Investee Company

Universal Studios Korea Resort Development

Lotte Gimhae Development

Buy the Way

Lotte Suwon Station Shopping Town

Lotte DF Global

Lotte DF Retail

eB Card

Gyeonggi Smartcard

Incheon Smartcard

Chungnam Smartcard

Universal Studios Korea Resort Asset Management Corporation

DACC Aerospace

NCF

Lotte Mitsui

Mobizap Media

Hyundai Information Technology

M.Hub

Lotte Songdo Shopping Town

Chungbuk Soju

HUI

Bu Investor Company

Lotte Confectionary

Lotte Chilsung Beverage

100.0

Lotte Food

Lotte Aluminum

Lotte Construction

Hotel Lotte

46.1

100.0

46.1

Busan Lotte Hotel

Lotte International

Lotte Shopping

100.0

95.0

99.8

56.3

Lotte Logistics

Lotteria

Lotte Chemical

100.0

50.0

Korea Fuji Film

Daehong Communications

70.0

99.9

Lotte Corporation

Lotte Capital

Lotte Data Communication

5.0

52.3

Lotte Card

95.0

Lotte.Com

Lotte Station Building

30.0

Lotte Insurance

Sambark LFT

MYbi

Korea Seven

100.0

Lotte Asset Development

20.2

5.0

30.2

9.4

20.2

Buy the Way

Lotte DF Global

97.7

eB Card

-

100.0

100.0

Hyundai Information Technology

0.0

Chungbuk Soju

90.0

Lotte Incheon Development

4.3

Canon Korea Business Solutions

Lotte

Himart

Aegis First

HyundaiLogistics

LotteRental

Woori Home Shopping

Lotte Members

Total

66.2

100.0

100.0

100.0

100.0

97.7

100.0

100.0

100.0

30.2

100.0

99.8

50.0

70.0

52.3

99.9

100.0

100.0

90.0

66.2



Division

Investee Company

Korea STL

CS Mart

Jangkyo PFV

Lotte Himart

Lotte Incheon Development

Angel With

Versalis Elastomers

Dongyocheongkiwa PFVI

Baekhak Beverage

Lotte Incheon Town

Lotte-Nestle Korea

Magok District PFV

Eunpyeong PFV

Lotte Department Store Masan

Aegis First

HyundaiLogistics

Hyundai Cosco Logistics

Lotte Members

LotteShopping TownDaegu

LotteDuty Free Jeju

Lotte Rental

Lotte auto lease

Lotte auto care

Green Car

Investor Company

Lotte Confectionary

1.8

Lotte Chilsung Beverage

86.1

1.8

Lotte Food

50.0

1.9

Lotte Aluminum

Lotte Construction

4.8

14.9

Hotel Lotte

85.5

28.8

85.0

12.5

6.9

100.0

20.8

Busan Lotte Hotel

1.0

10.8

Lotte International

Lotte Shopping

50.0

99.9

60.2

28.8

27.5

17.5

100.0

1.8

93.8

Lotte Logistics

5.5

Lotteria

6.7

Lotte Chemical

50.0

8.6

Korea Fuji Film

Daehong Communications

Lotte Corporation

Lotte Capital

4.6

Lotte Data Communication

Lotte Card

Lotte.Com

Lotte Station Building

Lotte Insurance

4.9

Sambark LFT

MYbi

Korea Seven

Lotte Asset Development

9.5

10.0

94.5

69.5

100.0

Buy the Way

Lotte DF Global

eB Card

Hyundai Information Technology

Chungbuk Soju

Lotte Incheon Development

Canon Korea Business Solutions

100.0

Lotte

Himart

4.9

Aegis First

88.8

HyundaiLogistics

51.0

LotteRental

100.0

100.0

56.6

Woori Home Shopping

8.6

Lotte Members

0.0

otal

50.0

99.9

95.0

60.2

62.5

100.0

50.0

95.0

86.1

54.9

50.0

94.5

87.0

100.0

35.0

88.8

51.0

99.4

100.0

100.0

50.0

100.0

100.0

56.6

Cinema Trading, S&S International, Cinema Food and L Properties are excluded from the list of investee companies as they have no shares owned by other affiliates.
For Lotte Shopping, there is change in the shares of Lotte Himart, due to the loan made related to convertible bonds but its equity interest is 65.25%

2. Equity investments

(As of 30 September 2015) (Unit: Shares, million Won, %)

Name of company

Date of initial acquisition

(yyyy.mm.dd)

Purpose

Amount of initial acquisition

Beginning balance

Increase (decrease)

Ending balance

Financial status of the most recent fiscal year

Number of shares

Equity ratio

Book value

Acquisition (disposal)

Evaluation

Number of shares

Equity ratio

Book value

Total assets

Current year

net income

Quantity

Amount

Gain/loss

Lotte Station Building (unlisted)

1986.09.15

Equity investment

250

900,000

25.00

157,380

-

-

-

900,000

25.00

157,380

736,102

49,127

Daehong Communications (unlisted)

1996.12.23

Equity investment

6,277

13,600

34.00

28,785

-

-

-

13,600

34.00

28,785

536,859

14,236

Lotte.com (unlisted)

2000.01.05

Equity investment

2,000

1,600,000

34.39

11,610

1,464,000

11,567

-

3,064,000

50.01

23,177

186,312

-3,103

Lotte Card (unlisted)

2002.11.30

Equity investment

34,701

70,934,391

93.78

1,012,153

-845,538

-12,064

-

70,088,853

93.78

1,000,089

8,438,539

148,742

Lotte Capital (unlisted)(2)

2001.12.31

Equity investment

6,259

7,445,072

22.36

77,413

-

-

-

7,445,072

22.36

77,413

5,484,625

74,618

Lotteria (unlisted)(2)

2001.12.27

Equity investment

39,719

186,062

38.68

112,864

-

-

-

186,062

38.68

112,864

905,505

34,082

FRL Korea (unlisted)

2004.12.16

Equity investment

2,940

2,352,000

49.00

24,827

-

-

-

2,352,000

49.00

24,827

582,704

118,410

Woori Home Shopping (unlisted)

2006.07.03

Equity investment

28,600

4,242,796

53.03

393,213

-

-

-

4,242,796

53.03

393,213

993,086

84,034

Lotte Assets Development (unlisted)(2)

2007.07.31

Equity investment

30

11,861,031

39.14

53,319

3,914,243

19,571

-

15,775,274

39.14

72,890

325,216

-1,422

Zara Retail Korea (unlisted)

2007.01.18

Equity investment

130

302,600

20.00

16,106

-

-

-

302,600

20.00

16,106

178,893

2,032

Korea Seven (unlisted)

2009.09.25

Equity investment

28,184

18,526,176

51.14

82,473

-

-

-

18,526,176

51.14

82,473

938,615

23,097

Lotte Gimhae Development (unlisted)

2010.03.18

Equity investment

300

60,000

100.00

300

-

-

-

60,000

100.00

300

1,138

180

Lotte Suwon Station Shopping Town (unlisted)

2010.04.30

Equity investment

48

19,000,000

95.00

94,810

-

-

-

19,000,000

95.00

94,810

368,805

-2,194

NCF (unlisted)

2010.12.30

Equity investment

18,876

589,800

98.30

19,715

9,000

343

-

598,800

99.80

20,058

43,291

451

Lotte Giants (unlisted)

1982.04.21

Equity investment

30

6,000

30.00

823

-

-

-

6,000

30.00

823

29,226

-890

Lotte Songdo Shopping Town (unlisted)(2)

2011.06.27

Equity investment

40,000

12,000,000

56.30

60,000

-

-

-

12,000,000

56.30

60,000

253,521

-2,968

STL (unlisted)

2011.08.24

Equity investment

1,000

800,000

50.00

4,000

-

-

-

800,000

50.00

4,000

5,477

-1,337

Lotte International(unlisted)

2006.11.30

Equity investment

1,000

247,915

27.68

92,782

-

-

-

247,915

27.68

92,782

865,114

6,102

CS Mart (unlisted)

2012.01.16

Equity investment

244,880

12,761,250

99.95

255,826

-

-

-

12,761,250

99.95

255,826

159,859

9,796

Lotte Hi-mart (listed)

2012.10.31

Equity investment

1,248,068

15,403,274

65.25

1,248,068

-

-

-

15,403,274

65.25

1,248,068

2,774,637

96,438

D-Cinema of Korea

(unlisted)

2008.01.28

Equity investment

1,500

300,000

50.00

-

-

-

-

300,000

50.00

0

48,430

454

M Venture Cultural Vitalization Investment Association (unlisted)

2009.10.01

Equity investment

2,500

175

25.00

1,750

-

-

-

175

25.00

1,750

6,585

527

Capital One

Diversity Cinema Special Investment Association (unlisted)

2010.03.18

Equity investment

1,000

100

20.00

1,000

-

-636

-

100

20.00

364

3,178

-697

So Big Contents Investment Union (unlisted)

2011.01.03

Equity investment

4,000

400

26.67

4,000

-

-

-

400

26.67

4,000

18,460

1,901

Capital One Middle-Low Budget Cinema Fund (unlisted)

2011.05.24

Equity investment

3,000

30

25.00

3,000

-

-

-

30

25.00

3,000

11,206

-2,876

CJ Venture Investments Union No. 14 (unlisted)

2011.11.02

Equity investment

6,000

60

30.00

6,000

-

-

-

60

30.00

6,000

20,164

-1,108

BS Financial Group

(listed)

1987.09.23

Equity investment

2,775

6,561,494

2.80

95,142

-

-

-5,249

6,561,494

2.80

89,893

4,539,500

356,414

Shinhan Financial Group (listed)

1997.12.31

Equity investment

637

311,118

0.07

13,829

-

-

-949

311,118

0.07

12,880

27,094,548

662,623

M Cieta Development

(unlisted)

2006.09.01

Equity investment

1,960

499,800

4.82

2,499

-499,800

-2,499

-

-

-

-

40,924

-936

Bichae Nuri Development

(unlisted)

2008.06.09

Equity investment

150

171,600

3.00

-

-

-

-

171,600

3.00

-

3,979

-6,688

Sparx Investment

(unlisted)(2)

2009.03.27

Equity investment

8,165

65,680

7.76

15,423

-

-

4

65,680

7.76

15,427

49,037

924

Lotte Aluminum

(unlisted)(2)

2000.11.23

Equity investment

3,000

125,016

12.05

71,374

-

-

15,550

125,016

12.05

86,924

1,687,214

8,210

Lotte Logistics (after the merge)

(unlisted)

2007.09.28

Equity investment

4,000

66,308

4.64

10,278

-

-

1,215

66,308

4.64

11,493

698,739

14,202

CJ Venture Investment No. 12 Global Contents Investment Partnership (unlisted)

2009.11.20

Equity investment

1,500

15

3.58

1,500

-

-

-

15

3.58

1,500

34,745

520

East Gate Media Contents & Technology Fund (unlisted)

2010.08.30

Equity investment

5,000

50

14.71

5,000

-

-

-

50

14.71

5,000

32,415

-2,886

ISU-Renaissance Contents Fund (unlisted)

2011.01.13

Equity investment

2,000

40

13.33

2,000

-

-

-

40

13.33

2,000

8,489

-1,635

Union Global Contents Fund (unlisted)

2011.11.04

Equity investment

4,000

1,600

16.18

16,000

400

4,000

-

2,000

16.18

20,000

90,284

-6,204

Michigan Global Contents Fund #3 (unlisted)

2012.08.24

Equity investment

2,000

200

13.33

2,000

-

-

-

200

13.33

2,000

14,880

1,852

Leading Asia Contents Fund (unlisted)

2012.09.18

Equity investment

4,000

400

21.01

4,000

-

-

-

400

21.01

4,000

17,690

-1,450

Bank Foundation for Young Entrepreneurs Culture Contents Investment Union (unlisted)

2013.08.29

Equity investment

4,000

40

15.09

4,000

-

-

-

40

15.09

4,000

26,470

-199

LOTTE VIETNAM SHOPPING CO., LTD.

(unlisted)(1)

2006.12.15

Equity investment

3,749

-

100.00

125,243

-

-

-

-

100.00

125,243

382,772

-7,491

Lotte Europe Holdings B.V.

(unlisted)

2008.05.30

Equity investment

124,379

217,882

30.97

88,817

31,513

10,855

-

249,395

26.98

99,672

496,240

-265,135

Lotte Shopping Holdings(Hong Kong) Co., Limited (unlisted)

2008.10.27

Equity investment

259

1,050,568,831

100.00

720,125

44,892,000

53,049

-

1,095,460,831

100.00

773,174

1,179,121

-343,921

LOTTE SHOPPING HOLDINGS (SINGAPORE) PTE. LTD. (unlisted)

2008.10.28

Equity investment

101

302,975,194

100.00

336,974

2,000,000

2,173

-

304,975,194

100.00

339,147

333,054

1,469

Coralis S.A. (unlisted)

2009.10.29

Equity investment

17,418

787,461

45.00

55,131

-

-

-

787,461

45.00

55,131

432,119

-13,170

Qingdao LOTTE Mart Commercial Co., Ltd.(unlisted)(1)

2008.01.18

Equity investment

33,219

-

53.84

-

-

-

-

-

53.84

0

80,221

-40,741

Lotte Mart Co., Ltd.(unlisted)(1)

2008.06.02

Equity investment

183,033

-

100.00

111,636

-

-

-

-

100.00

111,636

163,345

-22,715

Liaoning LOTTE Mart Co., Ltd. (unlisted)(1)

2008.07.24

Equity investment

2,107

-

40.00

-

-

-

-

-

40.00

0

60,073

-17,184

PT.Lotte Shopping Indonesia (unlisted)

2008.11.20

Equity investment

219,737

2,622,812

55.00

214,068

-

-

-

2,622,812

55.00

214,068

269,554

10,294

Lotte Cinema Vietnam Co., Ltd. (unlisted)(1)

2008.05.02

Equity investment

3,000

-

90.00

15,066

-

-

-

-

90.00

15,066

53,650

-641

Lotte Properties (Shenyang) Limited (unlisted)

2009.01.16

Equity investment

29,018

29,928,756

17.93

41,919

-

-

-

29,928,756

17.93

41,919

769,869

15,835

Shenyang SL Cinema Investment Management Co., Ltd. (unlisted)(1)

2010.11.16

Equity investment

752

-

49.00

1,496

-

-

-

-

49.00

1,496

2,351

-26

Hubei XL Cinema Co., Ltd. (unlisted) (1)

2011.06.24

Equity investment

2,048

-

49.00

9,423

-

-

-

-

49.00

9,423

17,185

-614

Hemisphere Film Investors II LLC (unlisted)(1)

2011.07.29

Equity investment

578

-

100.00

26,740

-

-5,714

-

-

100.00

21,026

26,073

-275

LOTTE PROPERTIES (CHENGDU) HK LIMITED (unlisted)

2012.02.14

Equity investment

40,878

144,901,152

73.46

160,391

-

-

-

144,901,152

73.46

160,391

422,148

-7,263

Lotte (China) Management Ltd. (unlisted)(1)

2012.03.19

Equity investment

6,232

-

70.00

6,232

-

-

-

-

70.00

6,232

7,800

229

Fubon Multimedia Technology Co., Ltd. (unlisted)

2012.03.07

Equity investment

38,771

7,319,420

5.15

85,187

-

-

-33,633

7,319,420

5.15

51,554

348,097

40,589

Shandong Longzhile Cinema Co., Ltd. (unlisted)(1)

2012.09.19

Equity investment

1,735

-

49.00

6,736

-

437

-

-

49.00

7,173

18,777

-2,749

Lotte Incheon Development Co., Ltd. (unlisted)

2012.12.11

Equity investment

50

3,000,000

37.50

15,000

-

-

-

3,000,000

37.50

15,000

966,984

-6,647

Lotte Food Co., Ltd.

2013.01.01

Equity investment

-

47,180

3.45

27,364

-

-

22,127

47,180

3.45

49,491

1,193,151

59,873

Hyundai Green Food Co., Ltd.

2013.01.01

Equity investment

-

132,326

0.14

2,508

-

-

880

132,326

0.14

3,388

1,457,238

53,014

LOTTE HOTEL & RETAIL VIETNAM PTE. LTD. (unlisted)

2013.01.01

Equity investment

-

12,380,000

20.00

14,185

-

-

-

12,380,000

20.00

14,185

71,696

5,649

LHSC Limited (unlisted)

2013.01.01

Equity investment

-

27,425,378

16.02

31,942

-

-

-

27,425,378

16.02

31,942

194,100

-4

Lotte Shopping Reit Management Singapore PTE. LTD (unlisted)

2014.01.02

Equity investment

-

2,000,000

100.00

1,660

-

-1,305

-355

-

-

-

1,194

-459

Lotte Incheon Town Co., Ltd. (unlisted)

2014.05.19

Equity investment

50

10,000

100.00

50

690,000

3,450

-

700,000

35.00

3,500

46

-5

Lotte Department Store Masan (unlisted)

2014.09.16

Equity investment

4,200

900,000

100.00

4,500

2,400,000

12,000

-

3,300,000

100.00

16,500

4,298

-183

Aegis First (unlisted)(2)

2014.09.25

Equity investment

6,074

121,477

-

5,992

-

-

-117

121,477

-

5,875

630,729

-10,505

Eunpyeong PFV (unlisted)

2014.09.12

Equity investment

3,500

350,000

20.11

3,500

-

-

-

350,000

20.11

3,500

181,593

-4,550

Lotte Members(unlisted)

2015.01.01

Equity investment

12,065

-

-

-

845,537

12,065

-

845,537

93.78

12,065

-

-

Total

-

-

6,117,148

-

107,292

- 527

-

-

6,223,912

-

-

Notes:

(1) Shares not issued in accordance with the applicable local laws.

(2) The Company owns preferred shares of Aegis No.1 Co., Ltd. and, while calculating equity share, they are to be excluded. The Company's equity interest of the preferred shares is 2.55% by owning 121,477 shares out of total preferred shares of 4,769,368.

Cost-value method applied to the carrying amount of the above investee companies (except for the carrying amount of investee companies where market price or fair value valuation was applicable).

Loss impairment for Lotte Shopping Holdings (Hong Kong) Co., Limited, Liaoning LOTTE Mart Co., Ltd., Lotte Europe Holdings B.V was recorded last year.

Fiscal year ends in August for FRL Korea, January for Zara Retail Korea, February for STL and March for Sparx Investment.


VI. Shareholders

A. The Largest Shareholder and Specially Related Parties

(As of 30 September 2015) (Unit: shares, %)

Name

Relationship

Type of shares

Shareholding

Reason for Change

At the beginning of the period

At the end of the period

Number of Shares

Shareholding Ratio

Number of Shares

Shareholding Ratio

Dongbin Shin

Himself

Common shares

4,237,627

13.46

4,237,627

13.46

-

Dongju Shin

Relative

Common shares

4,235,883

13.45

4,235,883

13.45

-

Kyukho Shin

Relative

Common shares

293,877

0.93

293,877

0.93

-

Youngja Shin

Relative

Common shares

232,818

0.74

232,818

0.74

-

Wonjun lee

Director

Common shares

0

0.00

300

0.00

-

Hotel Lotte Co., Ltd.

Related company

Common shares

2,781,947

8.83

2,781,947

8.83

-

Korea Fuji Film Co., Ltd.

Related company

Common shares

2,474,543

7.86

2,474,543

7.86

-

Lotte Confectionary Co., Ltd.

Related company

Common shares

2,474,543

7.86

2,474,543

7.86

-

Lotte Data Communication Company

Related company

Common shares

1,515,653

4.81

1,515,653

4.81

-

Lotte Chilsung Co., Ltd.

Related company

Common shares

1,237,272

3.93

1,237,272

3.93

-

Lotte Construction Co., Ltd.

Related company

Common shares

300,019

0.95

300,019

0.95

-

Busan Lotte Hotel, Co., Ltd.

Related company

Common shares

246,720

0.78

246,720

0.78

-

Seonyun Jang

Relative

Common shares

700

0.00

700

0.00

-

Yumi Shin

Relative

Common shares

28,903

0.09

28,903

0.09

-

Lotte Samdong Welfare Foundation

Foundation

Common shares

47,888

0.15

47,888

0.15

-

Yuwon Industry Co., Ltd.

Other

Common shares

3,000

0.01

3,000

0.01

-

Mikyeong Seo

Other

Common shares

30,531

0.10

30,531

0.10

-

Jaeyoung Jang

Other

Common shares

950

0.00

950

0.00

-

Juyoung Yu

Other

Common shares

499

0.00

499

0.00

-

Treasury stock

Other

Common shares

1,938,688

6.16

1,938,688

6.16

-

Total

Common shares

22,082,061

70.12

22,082,361

70.12

-

Preferred shares

0

0

0

0

The number of specially related parties: 18

The largest shareholder: Dongbin Shin

B. Change in the largest shareholder

There has not been any change in the largest shareholder during the reporting period (for the recent three business years).

C. Distribution of Shares

Shareholders owning more than 5% of the Company's shares

(As of 30 September 2015) (Unit: shares, %)

Name

Number of shares

Equity interest

Dongbin Shin

4,237,627

13.46%

Dongju Shin

4,235,883

13.45%

Hotel Lotte Co., Ltd.

2,781,947

8.83%

Korea Fuji Film Co., Ltd.

2,474,543

7.86%

Lotte Confectionary Co., Ltd.

2,474,543

7.86%

.The employee stock ownership association has 40,937 shares, which is equal to a 0.13% interest in the Company.

1. Stock Price and Transaction Record

a. Domestic Stock Market

(Unit: Won, shares)

Category

April

2015

May

2015

June

2015

July

2015

August

2015

September

2015

Common stock price

Maximum

272,500

273,500

247,500

258,000

268,500

293,000

Minimum

229,000

249,000

220,500

223,500

204,500

268,500

Average

253,818

262,694

230,250

233,978

242,350

283,725

Transaction volume

Daily maximum

145,923

153,240

116,141

374,492

575,672

277,867

Daily minimum

35,215

33,218

36,373

25,728

88,932

35,403

Monthly total

1,628,407

1,217,039

1,288,050

2,014,846

3,956,859

2,077,692

b. Overseas Stock Market

Exchange: London Stock Exchange (Unit: USD)

Category

April

2015

May

2015

June

2015

July

2015

August

2015

September

2015

Common stock price

Maximum

12.50

12.45

10.95

10.70

11.30

12.10

Minimum

10.25

11.40

9.80

9.59

9.22

11.05

Average

11.65

11.89

10.28

10.04

10.07

11.94

VII. Executives and Employees

A. Status of Executives and Employees

1. Executives

Registered Executives

(As of 30 September 2015) (Unit: shares)

Name

Date of Birth (yyyy.mm)

Position

Status as Director

Shares

Duration of tenure

End of term as director

(yyyy.mm.dd)

Common shares

Preferred shares

Kyukho Shin

1922.10

Executive Chairman

Representative Director

293,877

-

-

2017.03.20

Dongbin Shin

1955.02

Chairman

Inside Director

4,237,627

-

-

2016.03.21

Inwon Lee

1947.08

Vice-Chairman

Representative Director

-

-

-

2016.03.21

Wonjoon Lee

1956.11

President

Representative Director

300

-

-

2016.03.21

Youngja Shin

1942.10

Inside Director

Inside Director

232,818

-

-

2016.03.21

Taehyeon Kim

1955.06

Outside Director

Outside Director

-

-

3 years 6months

2016.03.21

Sukeun Kwak

1953.08

Outside Director

Outside Director

-

-

1 year

6months

2016.03.21

Byungkee Ko

1955.04

Outside Director

Outside Director

-

-

1 year

6months

2016.03.21

Chungsook Moon

1955.03

Outside Director

Outside Director

-

-

6months

2017.03.20

Hyeryun Kang

1957.07

Outside Director

Outside Director

-

-

6months

2017.03.20

.. Please note the interim resignation of Dongyeol Park on 2015.09.24, an inspection commissioner of the audit committee.

Non-registered Executives

(As of 30 September 2015)

(Unit: shares)

Name

Date of birth
(
yyyy.mm)

Position

Duties

Common shares

Gakgyu Hwang

1955.04

President

Operations

65

Jinse So

1950.05

President

External Coordiantion

142

Jaehwa Kim

1954.07

President

Audit Director


Jongmin Yoon

1960.11

Vice President

Human resources


Bongcheol Lee

1958.05

Vice President

Support


Heetae Gang

1959.04

Vice President

Department Store China

111

Jongin Kim

1963.03

Vice President

Mart Executive President

24

Jaedon Ryu

1960.08

Senior Managing Director

Secretary


Ilmin Lee

1959.06

Senior Managing Director

Secretary

47

Byungyeon Lim

1964.09

Senior Managing Director

Vision Strategy


Gap Lee

1962.09

Senior Managing Director

Operations

85

Jaechan Lee

1960.02

Senior Managing Director

Communications


Jaeyoon Suh

1958.06

Senior Managing Director

China


Changrak Kim

1957.12

Senior Managing Director

Department Store Business 1

219

Hosung Park

1958.09

Senior Managing Director

Department Store Product 1

202

Wansin Lee

1960.10

Senior Managing Director

Department Store Marketing

386

Janghwa Lee

1959.06

Senior Managing Director

Department Store Business 3


Yongpyo Moon

1962.04

Senior Managing Director

Mart Product

32

Chunseok Choi

1960.03

Senior Managing Director

Representative Director (Supermarket)

86

Wonchun Cha

1957.12

Senior Managing Director

Representative Director (Cinema)


Jonghyeon Kang

1964.05

Managing Director

Operations


SoochanKo

1962.09

Managing Director

Operations


Seokhwan Lee

1967.08

Managing Director

Communications


Ikwoo Nam

1962.01

Managing Director

Operations


Gyungmoon Jung

1964.02

Managing Director

Vision Strategy


JonghyunLee

1963.04

Managing Director

Public relation


HyunokKim

1969.07

Managing Director

Legal


Jinsung Lee

1969.02

Managing Director

Strategy & Insight Center


Hoju Jang

1960.08

Managing Director

Department Store Finance

100

Yoonnchul Noh

1961.04

Managing Director

Department Store New business

200

Donghyuk Jeong

1962.07

Managing Director

Department Store Business 2

40

JunWon Lim

1962.05

Managing Director

Department Store Daegu branch


Taehak Cho

1961.03

Managing Director

Department Store Shenyang branch

86

Suhyun Jang

1964.06

Managing Director

Department Store Main branch

154

Yeongkyun Kim

1960.10

Managing Director

Mart Southeast Asia


Changhui Nam

1966.10

Managing Director

Mart Marketing

96

Byungmoon Han

1963.06

Managing Director

Mart Customer

32

Seunghee Kim

1965.04

Managing Director

Supermarket development 1


Jonghuan Kim

1962.05

Managing Director

Supermarket sales

32

Sunghyun Kang

1970.01

Managing Director

Lohbs Executive President


Taewan Kim

1965.03

Director

Vision Strategy


Wonkyu Ki

1966.02

Director

Human resources

62

Woochul Cha

1968.01

Director

Audit Director

16

Yongseok Hwang

1970.02

Director

Corporate culture

16

SunghackLee

1965.12

Director

Communications


Chansoo Kim

1965.03

Director

Distribution CFD


Changyong Kim

1967.03

Director

Audit Director


Youngchul Jung

1971.05

Director

Secretary


Byeonghui Lee

1969.03

Director

Communications


Chanseo Park

1969.03

Director

Finance


InKu Park

1967.10

Director

Vision Strategy


hongchulKim

1970.01

Director

Audit Director


YounghwanLee

1970.06

Director

Human resources

55

Unseong Baek

1965.06

Director

Welfare

71

Gwangchul Shin

1967.11

Director

Strategy & Insight Center

29

Changhee Choi

1972.03

Director

Strategy & Insight Center


MyeongseobShim

1970.01

Director

Strategy & Insight Center


ByungukLee

1970.01

Director

Strategy & Insight Center


Sangseon Yoon

1969.11

Director

China


Hyungsik Jeon

1963.08

Director

Department Store Busan main branch

164

Younsung Jung

1965.03

Director

Department Store Avenuel World Tower branch

119

Gyuwan Hwang

1965.02

Director

Department Store Jamsil branch

121

Jun Jang

1958.12

Director

Department Store Design

32

Choulwon Jang

1963.08

Director

Department Store GF business

41

Daehun Park

1964.08

Director

Department Store Cheongnyangni

172

Minyeol Ryu

1966.03

Director

Department Store Youngdeungpo branch

171

Youngjae Cho

1966.04

Director

Department Store Planning

156

Hoseol Lee

1970.07

Director

Department Store Men's sports

94

Giljo Woo

1966.08

Director

Department Store Product 2

50

Taeheung Nam

1964.12

Director

Department Store Chengdu World Center branch


Daesu Kim

1967.09

Director

Department Store Nowon branch

50

Jungho Song

1966.03

Director

Department Store MD strategy

752

Wansu Park

1968.11

Director

Department Store Management support

123

Jaeok Lee

1970.01

Director

Department Store women's fashion

35

Hyeonseok Min

1967.06

Director

Department Store Russia


Wookyung Kim

1967.02

Director

Department Store IR Team

62

Hyungkyu Lee

1967.01

Director

Department Store Pyeonchon branch

30

Seondae Lee

1970.01

Director

Department Store Public relations


Gidae Nam

1967.02

Director

Department Store Food products

132

Gilmo Han

1967.07

Director

Department Store Shopping mall East Busan branch

55

Yonghwan Lee

1967.10

Director

Department Store Suwon branch

112

Jonghyeok Hyeon

1969.10

Director

Department Store Ulsan branch

40

Yeongsu Ha

1970.06

Director

Department Store Home appliances

53

Sangbyeong Park

1970.07

Director

Department StoreNew businessIncheon Project

40

Yeongtaek Yu

1969.06

Director

Department Store Gwangju branch

40

Jieun Kim

1969.08

Director

Department StoreOverseas fashion

50

Joohyuk Park

1968.01

Director

Department Store Dongrae branch

60

Younghwan Park

1968.11

Director

Department Store Gwangbok branch

55

Jaiwook Kang

1968.01

Director

Department Store Daejeon branch

40

Jinyup Kim

1970.04

Director

Department Store merchandise

65

Junseok Cho

1970.03

Director

Department Store Premium Outlets Paju branch

74

Deoghyung E

1970.06

Director

Department Store Premium Outlets Gimhae branch

100

Kyoung Choi

1970.04

Director

Department Store Centum City branch

10

Sangsoo Kim

1971.08

Director

Department Store Changwon branch

80

Hyun Park

1971.09

Director

Department Store overseas business

50

Chimin Shin

1967.11

Director

Department Store Ethical management

40

Daesik Jang

1966.12

Director

Mart ethical innovation


Pyungkyu Hong

1962.11

Director

Mart Lifestyle

80

Ilgeun Oh

1968.07

Director

Mart Daejeon Chungcheong customer

39

Wonsik Hong

1966.06

Director

Mart Vietnam

32

Jookyung Yoon

1965.04

Director

Mart Indonesia retail

71

Seungsun Song

1971.06

Director

Mart Online


Jinkyeng Kim

1964.09

Director

Mart Seoul customer


Minhee Lee

1969.08

Director

Mart VIC Market product


Minho Kang

1968.11

Director

Mart management support

10

Gwangho Wang

1965.08

Director

Mart site development

32

Chansik Bang

1966.02

Director

Mart Northern China


Joohee Woo

1967.03

Director

Mart fresh foods 1

32

Soonjin Jung

1961.10

Director

Mart business development

10

Hakjae Lee

1966.04

Director

Mart Northern China

32

Heekyung Kim

1962.05

Director

Mart gyeonggi Southern customer

166

Gwanghui Seong

1964.06

Director

Mart Incheon customer

71

Eunmo Yang

1967.06

Director

Mart processed foods

31

Yeongsik Park

1964.02

Director

Mart clothing & merchandise


Seungmu Heo

1965.02

Director

Mart Southeast Asia integrated finance

32

Gwani Lee

1969.01

Director

Mart Fresh foods 2


Gyeongu Yu

1966.10

Director

Mart overseas cooperation


Yeongbae Ham

1962.02

Director

Mart Finance


Yeongjun Cho

1971.01

Director

Mart China product innovation


Gwonhee Cho

1965.01

Director

Mart yeongnam easten part customer


Sungmin Im

1968.03

Director

Mart gwangju honam customer


Jaewoo Jeong

1971.08

Director

Mart marketing


Jaechul Lim

1972.11

Director

Mart business strategy


Sanghae Kim

1968.10

Director

Mart Yeongnam western part Customer


Seonmee Jeong

1966.02

Director

Mart global education


HyunsunSeo

1971.09

Director

Mart VMD strategy


Wonho Jung

1969.02

Director

Supermarket product

55

Jaehyung Seo

1964.10

Director

Supermarket marketing


Hyungseok Han

1965.06

Director

Supermarket membership development

16

Minsu Kang

1965.02

Director

Supermarket central district

15

Eunggeol Kim

1967.03

Director

Supermarket Planning


Youseok Jeon

1964.09

Director

Supermarket fresh foods


Yoojin Kim

1965.06

Director

Supermarket development 2


Jongun Kim

1970.09

Director

Supermarket capital area 1

15

Jongyoon An

1967.07

Director

Supermarket management support


Kiwook Lee

1969.10

Director

Lohbs management support


Seungchul You

1962.02

Director

Cinema management support

32

Gwanro Lee

1963.02

Director

Cinema theatre

32

Sangmoo Lee

1968.09

Director

Cinema movie


Hyeongsu Ji

1965.10

Director

Cinea new business


Eungyo Lee

1967.08

Director

Cinema management strategy


2. Employees

(As of 30 September 2015) (Unit: persons, year, thousand Won)

Business segment

Gender

The number of employees

Average number of years worked

Aggregate annual compensation

Average compensation per person(1)

Full-time

Contracted

Other

Total

Department

Store(2)

Male

2,109

-

-

2,109

12.3

115,530,047

54,547

Female

3,043

381

-

3,424

9.8

93,629,022

26,789

Discount

Store

Male

3,937

-

-

3,937

8

141,175,401

35,775

Female

9,698

-

-

9,698

4.7

154,616,046

18,633

Others

Male

2,056

252

-

2,308

5.5

68,115,097

29,494

Female

3,238

1,477

-

4,715

3.8

73,020,295

15,878

Total

24,081

2,110

-

26,191

6.3

646,085,908

26,088

Notes:

(1) Based on eight hour work days and an average total of24,766 employees.

Starting from the Company's 2010 annual report, the Company disclosed data for both full-time and contract employees. Prior to the Company's 2010 annual report, it only disclosed data for full-time employees. As such, readers should note the differences when comparing the number of employees, average number of years worked, aggregate annual compensation and average compensation per person.

Super Market, Cinema, and H&B Business are included in "Others."

B. Compensation

Compensation of Directors

(Unit: million Won)

Category

Number of directors

Amount paid

Average per person

Registered Director

5

3,493

699

Outside Director

3

152

51

Audit Committee Member

3

140

47

Total

11

3,784

344

Compensation of Individual Directors

(Unit: million Won)

Name

Position

Amount paid

Note

Kyukho Shin

Executive Chairman

1,200

Consisting of W1,200 million in salary

Dongbin Shin

Chairman

750

Consisting of W750 million in salary

Inwon Lee

Vice-Chairman

717

Consisting of W717 million in salary

VIII. Transactions with Interested Parties

A. Transactions with the Largest Shareholder and its Affiliates

Not applicable.

B. Collateral

Not applicable.

C. Guarantee of Obligations

(Unit: USD 1,000, CNY 1,000)

Company name

Relation

Transaction details

Note

Beginning

Increase

Decrease

Ending

Lotte Properties (Chengdu) HK Limited

Consolidated subsidiary company

USD 140,000

-

-

USD 140,000

Agreed interest is included

USD 50,000

-

-

USD 50,000

Lotte Shopping RUS Ltd.

Company under the equity method

USD 5,000

-

-

USD 5,000

Agreed interest is included

PT. LOTTE Shopping Avenue Indonesia

Consolidated subsidiary company

USD 20,000



USD 20,000

Agreed interest is included

Shandong Longzhile Cinema Co., Ltd.

Company under the equity method

CNY 24,000

-

-

CNY 24,000

Agreed interest is included

Lotte Shopping Holdings(Hongkong) Co., Ltd.

Consolidated subsidiary company

USD 38,136

-

-

USD 38,136

Agreed interest is included

USD 38,135

-

-

USD 38,135

USD 38,135

-

-

USD 38,135

USD 38,135

-

-

USD 38,135

-

USD 120,214

-

USD 120,214

LOTTE SHOPPING HOLDINGS (SINGAPORE) PTE. LTD.

Consolidated subsidiary company

KRW 52,949


KRW 52,949

-

Performance guaranty for full payment of taking-over

Lotte Shopping Business Management (Hong Kong) Limited

Consolidated subsidiary company

CNY 750,000

-

CNY 750,000

-

Agreed interest is included

International Business Center Company Limited

Company under the equity method

-

USD 18,500

-

USD18,500

Agreed interest is included

-

USD 1,500

-

USD 1,500

Agreed interest is included

Lotte Business Management (Tianjin) Co., Ltd

Consolidated subsidiary company

-

CNY 200,000

-

CNY 200,000

Agreed interest is included

LOTTE DEPARTMENT STORE (TIANJIN) CO., LTD.

Consolidated subsidiary company

-

CNY 110,000

-

CNY 110,000

Agreed interest is included

IX. Other Relevant Matters

A. Summary of the Minutes from the General Meeting of Shareholders

Date

Matters

Decision

45hGeneral Meeting of Shareholders

(20 March 2015)

Agenda No. 1: Approval of the Company's 45hfiscal year financial statements

Agenda No. 2 Appointment of directors

-No. 2-1: Appointment of inside directors
-No. 2-2: Appointment of outside directors
Agenda No. 3: Approval of compensation limit for directors

Approved

B. Contingent Liabilities

1. Major legal proceedings

The Company's management does not believe that the final outcome of the lawsuits that it is currently involved in would significantly affect the Company's financial condition.

a. Major lawsuits where the Company is the plaintiff

(Unit: thousand Won)

Business segment

Company (Plaintiff)

Lawsuit details

Claimed amount

Department store

Lotte Shopping

Claim related to cancellation of gross real estate tax (and 18 other cases)

17,252,112

Lotte Department Store Masan

Damages claim (and 1 other cases)

80,354

Discount store

Lotte Shopping

Claim related to cancellation of construction permits (and 10 other cases)

2,427,118

Finance

Lotte Card

Debt collection claim (and 382 other cases)

2,507,903

eB Card

Claim related to payment (and 3 other cases)

1,006,695

Electronics

Lotte Hi-mart

Damages claim (and 2 other cases)

368,904

Others

Lotte Shopping (Super)

Claim related to cancellation of business hours restriction (and 3 other cases)

136,144

Lotte Shopping (Cinema)

Claim related to cancellation fee (and 8 other cases)

8,265,982

Korea Seven

Claim on return of rental deposit (and 36 other cases)

2,099,536

Buy the Way

Claim on termination of franchise agreement and uncollected balance (and 6 other cases)

247,218

Woori home shopping

Administrative litigations related to deliberation and decision of Fair Trade Commission (FTC) (and 1 other cases)

1,400,000

Cs mart

Claim for payment of goods(and 3 other cases)

282,985

b. Major lawsuits where the Company is the defendant

(Unit: thousand Won)

Business segment

Company (Defendant)

Lawsuit details

Claimed amount

Department store

Lotte Shopping

Damages claim (and 13 other cases)

6,080,300

Lotte Department Store Masan

Retirement claim(and 1 other cases)

78,000

Discount store

Lotte Shopping

Damages claim (and 13 other cases)

14,735,490

LOTTE MART COMPANY LIMITED

Damages claim (and 1 other cases)

5,436,828

Lotte Mart (Chongqing) Commercial Co., Ltd.

Damages claim (and 1 other cases)

18,771,000

Finance

Lotte Card

Damages claim (and 100 other cases)

42,957,619

eB Card

Claim related to remuneration (and 4 other case)

3,044,406

Electronics

Lotte Hi-mart

Damages claim (and 6 other cases)

1,696,680

Others

Lotte Shopping (Super)

Damages claim (and 4 other cases)

2,453,818

Lotte Shopping (Cinema)

Damages claim (and 1 other cases)

85,569

Korea Seven

Damages claim (and 38 other cases)

2,365,306

Buy the Way

Eviction(and 2 other cases)

182,599

Woori Home Shopping

Damages claim (and 4 other cases)

3,038,342

Cs mart

Claim for payment

39,548

2. Bills or checks provided as collateral

(1) Lotte Card, which is a subordinate company, bears the warranty responsibility in the event of failure of asset backed card debenture to equip itself with appropriate requisites or in the event of occurrence of causes such as overdue. In the case of trust format of liquidation, the trust company can request Lotte Card to put assets in excess of a prescribed amount into trust additionally if the assets being assigned fail to be maintained at or above a prescribed level. In addition, in the event of asset liquidation, if prescribed causes such as when the average portfolio profit rate over the 3 continuous settlement terms falls below the average basic cost rate over the same period or when the revised balance of the principal of liquefied assets as of the date of the termination date of each of the settlement terms falls below the minimum balance of the principal of liquefied assets, etc. agreed upon under the relevant contract materialize, then, the limited company specializing in asset liquidation shall bear the responsibility for early redemption of the asset backed securities.

(2) Lotte Shopping has the right to purchase 5.1% of the entire stocks of Hyundai Logistics Co., Ltd. that
Aegis First owns. Aegis First, unless the Lotte Shopping does not exercise call option for the said equity, has the right to sell it to Lotte Shopping. On the other hand, the entire amount of the stocks of Aegis First(with book value of 5,875,427,000 Won) that Lotte Shopping owns has been offered as collateral to the Mizuho Bank in relations to the loan by Aegis First

3. Use of proceeds from private placements

(As of 30 September 2015) (Unit: million Won)

Type

Remittance date

Remittance amount

Planned use of proceeds

Actual use of proceeds

Convertible bond issue

2011.07.05

960,003

Overseas investment and repayment of foreign currency borrowings

Overseas investment and repayment of foreign currency borrowings

Exchangeable

Bond issue

2013.01.24

321,200

Overseas investment and repayment of foreign currency borrowings

Overseas investment and repayment of foreign currency borrowings

The exchange rates in effect on the remittance date (5 July 2011), of US$ 1.00 = Won 1,063.8 and JPY 1 = Won 13.1724, were applied.
On 5 July 2014, holders exercised their early redemption option and redeemed US$480,000,000 and JPY 22,940,000,000 aggregate principal amount of the convertible bonds.

4. Other Contingent Liabilities

a. Detail of payment guarantees on behalf of specially related parties

Details of guarantee or payment guarantees provided by the Company in favour of its specially related parties are as follows. There are no guarantee or payment guarantees provided by such specially related parties in favour of the Company.

Company name

Guarantor

Guaranteed amount

Term ofguarantee

Remarks

Lotte Shopping Rus Ltd.

Korea Exchange Bank

USD 5,000,000

2014.05.02~2017.05.02

Payment guarantees for funding

Shandong Longzhile Cinema Co., Ltd.

Shinhan Bank

CNY 24,000,000

2014.06.23~2017.06.23

International Business

Center Company limited

KOREA EXIM BANK

USD 18,500,000

2015.03.01~2016.04.06

KEXIM (Vietnam)

USD 1,500,000

In addition to the above, D Cinema of Korea Co., Ltd. entered into a VPF agreement with Twentieth Century Fox Film Corporation in October 2008, and D Cinema's performance thereunder was guaranteed by CJ CGV Co., Ltd. and the Company (50% each). In addition, the Company has guaranteed Burger King Japan Co., Ltd.'s royalty contract with BK ASIAPAC PTE. Ltd (3.0% of sales and US$25,000 per store opened). Furthermore, the Company, Lotte Hotel and Lotte Construction have entered into a joint supplemental funding agreement in connection with the Won 700 million Lotte Incheon Development asset backed securities due 23 February 2018 issued by HND Able 2nd Limited in case HND Able 2nd Limited is unable to pay principal or interest on the securities.

5. Issuance of hybrid securities recognized as equity

(As of 30 September 2015) (Unit: million Won)

Category

Details

Issuance number

Issue No. 1-1, 1-2 of Lotte Shopping subordinated hybrid securities

Issuance date

15 November 2013

Issued amount

Won 270 billion (No. 1-1: Won 240 billion, No. 1-2: Won 30 billion)

Purpose of issuance

Repayment of borrowings and general corporate purposes

Type of offering

Private placement

Listed/Unlisted

Unlisted

Nonredemption Balance

Won 270 billion (No. 1-1: Won 240 billion, No. 1-2: Won 30 billion)

Recognition Capital Related Issue

Reason for the

Accounting management

Issued securities were recognized as equity shares as they are not considered as part of assets that may be collected for money owed to creditors. However, no dividend may be paid until all interests have been paid.

The recognition capital ratio of the credit-rating agencies, etc.

Moody's : 50%, Fitch : 50%

Unpaid accumulated interest

None

Maturity and early redemption

Maturity: 30 years (but may be extended)
Call options are exercisable five years after issuance date.

Interest rate (with conditions for rate adjustment)

4.723% (the rate will be recalculated every five years after issuance date as 5-year government bond yield1.5%, with an additional 1% at 10 years after issuance)

Seniority

When liquidating a company, it is on the same level as the last back burner among the preferred stocks that are related to the distribution of the residuary estate. It is in the prior order than the common stock of the company; subordinated over the rest of the debts except for the debts specified to be entrusted in the same order as the existing preferred stocks of the company.

The influence on the financial structure when classifying debt

Debt ratio increased (from 66% to 69%, based on the data from the end of September, 2015.)

6. Sanctions and Fines

a. Lotte Shopping

In July 2013, the Seoul Regional Tax Office commenced a regular tax investigation into the Company and assessed additional taxes, which were paid in full by the Company in February 2014.

b. Lotte Card

Business segment

Company

Date

Sanction / fine

Reason

Measures taken to prevent reoccurrence

Card

Lotte Card

2014.01.21

Advisory from the Financial Supervisory Service and imposition of fine (W500 million)

Improper operation of board of directors.

(Specialized Credit Finance Business Act Article 50)

Strengthening of management of board of directors operation.

One employee was issued a "cautionary warning"

2014.02.11

Warning from the Financial Supervisory Service and imposition of fine (W1,000 million)

Insurance solicitation with misleading information about insurance products.

(Insurance Business Act Article 97)

Employee training.

One employee was issued an official "reprimand"

2014.02.16

Partial suspension of operations for 3 months from the Financial Services Commission

Leaking of customer information.

(Specialized Credit Finance Business Act Article 24, Use and Protection of Credit Information Act Article 19)

Reinforcement of information security (physical and IT-related).

2014.10.28

Imposition of penalty surcharge (W50,000,000) and fine (W 6,000,000) from the Financial Services Commission

Violation of the prohibited acts relating to credit card businesses, etc., Violation of duty to maintain sound business practice in recruiting credit card holders

(Specialized Credit Finance Business Act Article 24, etc.)

Reinforcement of relevant standards. Employee training.

Strengthening of management supervision.

Three managing directors

- Former managing director (13 years and 7 months of tenure), an official "reprimand"

-Former managing director (12 years of tenure), three months of salary reduction

-Current managing director (15 years and 5 months of tenure), an official "reprimand"

2014.10.28

Two representative directors

-Former representative director (5 years and 8 months of tenure), an equivalent of "cautionary warning"

-Former representative director (10 years and 11 months of tenure), an equivalent of recommendation of discharge

Lack of supervision and management with regard to developing and maintaining measures for personal credit information protection

Replacement of representative directors.

Strengthening of management supervision

2014.10.28

Five managing directors

-Former managing director (12 years of tenure), three months of salary reduction

-Former managing director (7 years and 6 months of tenure), an equivalent of an official "reprimand"

-Former managing director (6 years and 4 months of tenure), an equivalent of dismissal

-Current managing director (10 years and 2 months of tenure), an official "reprimand"

-Current managing director (10 years and 4 months of tenure), three months of salary reduction

Neglectful supervision, development and management of security measures with regard to user personal information usage, Failing to convert user information when testing the electronic system.

Lack of supervision, etc.

Expansion of IT security infrastructures and work force.

Regular employee training.

Strengthening of internal regulation.

2014.10.30

Imposition of fine (W 12,000,000) from the Ministry of Security and Public Administration

Violation of the rules relevant to personal information retention, etc.

Regular employee training.

Strengthening of internal regulation.

2015.02.12

Cautioned and imposition of fine (5 million Won)by the Financial Supervisor Service

Failure to exhaustively manage and monitor the recruitment of members for issuance of credit card, etc.

Full time education

for the staffs and reinforcement of internal control

c. Woori Homeshopping

Company

Date

Target person for punishment or measures

Cause of ground laws and regulations

Details of punishment or measures

Response of company to punishment or measures

Preventive measures for prevention of recurrence

Distribution

Woori Homeshopping

2015.03.25

Woori Homeshopping

Act on Large Scale Distribution - non issuance of prior document and contract form (delayed issuance) and advance oral order, delayed payment for sale money, burden shift of costs for sales promotion, demand of business management information and provision of disadvantage through method of receipt of fees and inducement of mobile order

Period: 12.01.1~14.12.4

Correction order/notice order/penalty 37.4 billion won

Paid penalty, organized TFT fair trade and took measures against disadvantages to subcontractors

organized TFT fair trade (carried out making efforts in improving)

2015.05.14

Act on Signs and Advertisement- omission of significant information items notification: guide costs, selective tourist expenses and tourism products; important sign item in broadcasting

Period: 14.09.01~11.09

Penalty : 62.50 million won

Paid penalty and indication of omitted items

Indicated omitted items

2015.06.12

Ecommerce Act- false and exaggerative ad in TV broadcasting sales/Liricos ample cosmetics- made false and exaggerative ad in broadcasting by pretending genuine cosmetics while giving sample ones.

Period : 14.11.23

Correction order/penalty 8 million won

Paid penalty/took disciplinary measures against responsible person through personnel committee

Personnel committee carries out follow-up measures (intensifying broadcasting and broadcasting review process)

The above table summary does not include minor sanctions and fines.

C. Inventory Status

(Unit: million Won)

Business segment

Account

46thfiscal year (3Q)

45thfiscal year

44rd fiscal year

Department store

Merchandise

1,635,709

1,645,156

1,406,355

Goods

-

-

-

Goods in process

-

-

-

Half-finished goods

-

-

-

Raw materials

-

-

-

Component materials

-

-

-

Stored goods

-

-

-

Goods not delivered

-

-

-

Unsold property

-

-

-

Completed property

-

-

-

Uncompleted property

-

-

-

Land site

-

-

-

Sub-total

1,635,709

1,645,156

1,406,355

Discount store

Merchandise

652,218

645,588

716,340

Goods

-

-

-

Goods in process

-

-

-

Half-finished goods

-

-

-

Raw materials

-

-

-

Component materials

-

-

-

Stored goods

534

417

562

Goods not delivered

3,707

530

413

Unsold property

32,255

-

-

Completed property

-

-

-

Uncompleted property

465

23,756

36,068

Land site

1,643

16,061

35,130

Sub-total

690,822

686,352

788,513

Finance

Merchandise

3,124

2,564

2,506

Goods

-

-

-

Goods in process

-

-

-

Half-finished goods

-

-

-

Raw materials

-

-

-

Component materials

-

-

-

Stored goods

-

-

-

Goods not delivered

-

-

-

Unsold property

-

-

-

Completed property

-

-

-

Uncompleted property

-

-

-

Land site

-

-

-

Sub-total

3,124

2,564

2,506

Electronics

Merchandise

447,155

357,113

339,729

Goods

-

-

-

Goods in process

-

-

-

Half-finished goods

-

-

-

Raw materials

-

-

-

Component materials

-

-

-

Stored goods

-

-

-

Goods not delivered

-

-

-

Unsold property

-

-

-

Completed property

-

-

-

Uncompleted property

-

-

-

Land site

-

-

-

Sub-total

447,155

357,113

339,729

convenience store

Merchandise

67,687

53,173

49,876

Goods

-

-

-

Goods in process

-

-

-

Half-finished goods

-

-

-

Raw materials

-

-

-

Component materials

-

-

-

Stored goods

840

787

695

Goods not delivered

-

-

-

Unsold property

-

-

-

Completed property

-

-

-

Uncompleted property

-

-

-

Land site

-

-

-

Sub-total

68,527

53,960

50,571

Others

Merchandise

187,668

174,114

189,990

Goods

10,243

12,227

9,303

Goods in process

1,423

943

1,288

Half-finished goods

-

-

-

Raw materials

1,655

873

1,166

Component materials

20

9

712

Stored goods

1,409

964

2,172

Goods not delivered

325

1,676

83

Unsold property

-

-

-

Completed property

-

-

-

Uncompleted property

288,183

225,103

322,104

Land site

-

-

-

Sub-total

490,926

415,909

526,818

Total

Merchandise

2,993,561

2,877,708

2,704,796

Goods

10,243

12,227

9,303

Goods in process

1,423

943

1,288

Half-finished goods

-

-

-

Raw materials

1,655

873

1,166

Component materials

20

9

712

Stored goods

2,783

2,168

3,429

Goods not delivered

4,032

2,206

496

Unsold property

32,255

-

-

Completed property

-

-

-

Uncompleted property

288,648

248,859

358,172

Land site

1,643

16,061

35,130

Sub-total

3,336,263

3,161,054

3,114,492

Inventory as percentage of total assets (%)[InventoryAssets100]

8.06%

7.89%

7.99%

Inventory turnover (times)

[Annualized cost of sales{(Period start inventoryPeriod end inventory)2}]

6.1

6.2

6.7

Due diligence of inventories

Business unit

Department store

Discount store

Others

Date of due diligence

17 June,

23 June ~ 24 June

-

15 January - 26 March

15 April - 30 June

The Company reviews its inventories in the presence of its independent auditors at the end of each financial year but not for any interim period.

D. Securities Issuances

1. Amount of Outstanding Commercial Paper

(As of 30 September 2015) (Unit: million Won)

Remaining maturity period

Under 10 days

Over 10 but under 30 days

Over 30 but under 90 days

Over 90 but under 180 days

Over 180 days but under 1 year

Over 1 but under 2 years

Over 2 but under 3 years

Over 3 years

Total

Amount outstanding

-

8,000

230,000

203,010

-

-

115,000

150,000

706,010

2. Amount of electronic short-term debenture

(As of 30 September 2015) (Unit: million Won)

Remaining maturity period

Under 10 days

Over 10 but under 30 days

Over 30 but under 90 days

Over 90 but under 180 days

Over 180 days but under 1 year

Total

Limitations in issuance

Limitations on balance

Amount outstanding

-

-

-

-

-

-

-

-

3. Amount of Outstanding Corporate Bonds

(As of 30 September 2015) (Unit: million Won)

Remaining maturity period

Under 1 year

Over 1 but under 2 years

Over 2 but under 3 years

Over 3 but under 4 years

Over 4 but under 5 years

Over 5 but under 10 years

Over 10 years

Total

Amount outstanding

2,161,237

2,115,500

2,201,150

1,160,000

900,000

540,000

0

9,077,887

4. Amount of Outstanding Hybrid Securities

(As of 30 September 2015) (Unit: million Won)

Remaining maturity period

Under 1 year

Over 1 but under 5 years

Over 5 but under 10 years

Over 10 but under 15 years

Over 15 but under 20 years

Over 20 but under 30 years

Over 30 years

Total

Amount outstanding

-

-

-

-

-

270,000

-

270,000

5. Amount of Outstanding Conditional Capital Stocks Balance

(As of 30 September 2015) (Unit: million Won)

Remaining maturity period

Under 1 year

Over 1 but under 2years

Over 2 but under 3years

Over 3 but under 4years

Over 4 but under 5years

Over 5 but under 10years

Over 10 but under 20years

Over 20 but under 30years

Over 30 years

Total

Amount outstanding

-

-

-

-

-

-

-

-

-

-


This information is provided by RNS
The company news service from the London Stock Exchange
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