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023530 Lotte Shopping Co News Story

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

RNS Number : 5561S
Lotte Shopping Co. Ltd
22 December 2016

Quarterly Report

(47th fiscal year)

For the nine month period ended 30 September 2016

Click on, or paste the following links into your web browser, to view the associated PDF documents.

http://www.rns-pdf.londonstockexchange.com/rns/5561S_-2016-12-22.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5561S_1-2016-12-22.pdf

To: Financial Services Commission of Korea
KRXKOSPIMarket 14 November 2016

Company Name : Lotte Shopping Co., Ltd.

CEO : Wonjoon Lee

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

Prepared by : (Position) Head of Planning Division

(Name) Sang Soo Kim
(Tel) +82 2-2118-2025

On 14 November 2016, Lotte Shopping Co., Ltd. (the "Company") filed its business report for thefirst nine monthsof 2016 (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 thenine monthsperiod ended30 September 2016has 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 the ninemonth period ended30 Septemberor, as the context requires,30 Septemberof such fiscal year.



I. Overview of the Company

A. Main Businesses of the Company

The Company had 71 subsidiaries as of 30 September 2016, 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 storesegment 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 2016.

2. Affiliates

The Company has 94 affiliates.

a. Listed companies

Business category

Affiliates

Number of companies

listed company

Lotte Confectionary, Lotte Food, Lotte Chilsung Beverage

Lotte Chemical

Lotte Shopping, Lotte Hi-mart

Lotte Insurance

Hyundai Information Technology

Lotte finechemical

9

b. Unlisted companies

Business category

Affiliates

Number of companies

unlistedcompany

Lotteria, CH Beverage, MJA Wine, HUI, Chung-buk Soju, Baekhak Beverage, Lotte-Nestle Korea, Lotte Hotel, Lotte Giants, Lotte Hotel Busan, Lotte Corporation, D-Cinema Korea, Lotte JTB, Lotte Gimhae Development, Universal Studios Korea Development,

Lotte International, Lotte Station Building, Lotte Logistics, 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, Korea Fuji Film, Sambark LFT, Lotte Aluminium, Canon Korea Business Solutions, Lotte Engineering & Construction, Lotte Asset Development, Lotte Incheon Development, Universal Studios Korea Resort Asset Management Corporation, Donggyo Cheonggiwa PFV, Lotte Incheon Town, Magok District PFV, Daehong Communications, Mobizap Media, M.Hub

Lotte Data Communication, Han Paysys, Lotte Capital, Lotte Card, Lotte PS Net, Mybi, Busan Hanaro Card, eB Card, Gyeonggi Smartcard, Incheon Smartcard, Jang Kyo PFV

Seetec, KP Chemtech, Lotte MRC, Lotte Mitsui Chemicals, Lotte Versalis Elastomers, DACC Aerospace, Angel With, HyundaiLogistics, Hyundai Cosco Logistics, Aegis First, Lotte Members, Lotte shopping town Daegu, Lotte Duty Free Jeju, Lotte Town Dongtan, Lotte Autolease, Lotte Rental, Lotte Auto Care, Green Car, SDJ, JG Industrial, development, Lotte Accelerator, Hantok Chemical, S-EnPol, Lotte Ulsan Development, Sweet with, Lotte Advanced Materials, Eunpyeong PFV

85

Since the last business report, Lotte Advanced Materialsbecame 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 2016:

Appointment of inside director: Dongbin Shin, Youngja Shin, Inwon Lee, Wonjoon Lee

Appointment of outside directors: Soogeun Kwak, JaeWon Lee, JaeWan Bahk, SeokYoung Choi

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). Accordingly, the controlling company has additionally acquired the controlling power over the Lotte PS Net Co., Ltd.

E. Changes in Capital Stock

1. Increase (decrease) in share capital

(As of 30 September 2016) (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.

F. Total Number of Shares

(As of 30 September 2016) (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 2016) (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

47thfiscal year (3Q)

46thfiscal year

45rd fiscal year

Par value per share (Won)

5,000

5,000

5,000

(Consolidated)Net profit (million Won)

226,546

-383,067

526,650

Earnings per share (Won)

5,448

-13,393

17,391

Total cash dividend (million Won)

-

59,104

59,104

Total stock dividend (million Won)

-

-

-

(Consolidated)Cash dividend payout ratio (%)

-

-

11.2

Cash dividend yield (%)

Common stock

-

0.83

0.72

Preferred stock

-

-

-

Stock dividend yield (%)

Common stock

-

-

-

Preferred stock

-

-

-

Cash dividend per share (Won)

Common stock

-

2,000

2,000

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

2016 (3Q)

Net profit for the period

Won 170,556,270,976

Interest on issued hybrid securities

Won (9,545,635,887)

Weighted average number of common stock (excluding treasury stock)

Shares 29,552,204

Earnings per common share

Won 5,448



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 JOINT STOCK COMPANY

Discount store business in Vietnam

LOTTE MART COMPANY LIMITED

Discount store business in China

Swift Harvest Ltd. and 8 other entities

Discount store and real estate businesses in China

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.

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

Lotte Shopping (LOHB's)

Retail business for consumer goods, such as cosmetics, food, and other merchandise

Woori Home Shopping & Television Co., Ltd.

TV home shopping, online shopping and catalogue shopping businesses

Lotte.com

Distribution businesses under the Electronic Transactions Act, such as online shopping mall management business

Lotte Members

Membership point-system and professional analysis businesses, marketing platform business, global membership business and L.pay business

Lotte Songdo Shopping Town Co., Ltd.

Development and management of Lotte Mall Songdo

Lotte Suwon Shopping Town Co., Ltd.

Property management and trust administration

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 Properties (Chengdu) Limited

Mixed-use development of Chengdu Banseongang project in China

LOTTE PROPERTIES (CHENGDU) HK LIMITED

Mixed-use development and investment in Chengdu Banseongang project in China

Kotobuki Holding (HK) Ltd.

Investing in hotel businesses in Hong Kong

Hai Thanh - Kotobuki Joint Venture Company

Hotel business in Vietnam

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

(Unit: million Won, %)

Business segment

Division

47th fiscal year (3Q)

46th fiscal year (3Q)

46th fiscal year

45rd fiscal year

Amount

Percentage

of total

Amount

Percentage of total

Amount

Percentage of total

Amount

Percentage

of total

Department Store

Sales

5,689,661

25.9

5,666,036

26.2

8,032,532

27.6

8,043,745

28.6

Operating income

296,913

53.5

282,145

42.4

513,129

60.1

602,558

50.7

Total assets

16,356,675

39.9

16,781,777

40.5

16,704,343

41.1

16,794,731

41.9

Discount Store

Sales

6,291,628

28.6

6,347,810

29.3

8,323,692

28.6

8,208,956

29.2

Operating income

(87,286)

-15.7

(30,632)

-4.6

(61,431)

-7.2

67,075

5.6

Total assets

9,672,960

23.6

10,615,864

25.7

9,742,640

23.9

10,412,802

26.0

Finance

Sales

1,384,190

6.3

1,359,522

6.3

1,789,948

6.1

1,760,811

6.3

Operating income

114,826

20.7

143,926

21.7

165,698

19.4

202,636

17.1

Total assets

9,960,805

24.3

9,282,599

22.4

9,402,558

23.1

8,575,013

21.4

Electronics

Sales

2,959,835

13.5

2,890,369

13.4

3,896,137

13.4

3,754,295

13.4

Operating income

135,221

24.4

133,728

20.1

160,180

18.8

144,391

12.2

Total assets

2,947,310

7.2

2,887,674

7.0

2,905,213

7.1

2,774,637

6.9

Convenience

Store

Sales

2,767,500

12.6

2,512,144

11.6

3,314,814

11.4

2,685,504

9.6

Operating income

43,394

7.8

47,663

7.2

45,707

5.4

37,554

3.2

Total assets

1,252,434

3.1

1,236,866

3.0

1,149,742

2.8

1,157,632

2.9

Others (1)

Sales

2,891,517

13.1

2,871,425

13.2

3,770,532

12.9

3,646,256

12.9

Operating income

51,653

9.3

87,904

13.2

30,430

3.5

134,165

11.2

Total assets

801,951

1.9

581,862

1.4

788,870

2.0

357,511

0.9

Total

Sales

21,984,331

100.0

21,647,306

100.0

29,127,655

100.0

28,099,567

100.0

Operating income

554,721

100.0

664,734

100.0

853,713

100.0

1,188,379

100.0

Total assets

40,992,135

100.0

41,386,642

100.0

40,693,366

100.0

40,072,326

100.0

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

2015

2014

2013

Market size

29.2

29.3

29.8

Growth rate

-0.3

-1.7

4.6

Source: National Statistics Office

Excludes data for outlets.

Number of department stores in Korea

(Unit: stores)

Category

2015

2014

2013

Number of department stores

96

95

93

Increase (decrease)

+1

+2

+4

Source: National Statistics Office

Excludes data for outlets.

ii. Company overview

Trends in market share

(Unit: %)

Category

2015

2014

2013

Lotte department store's market share

51.5

48.5

45.8

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, 17 outlet stores, and 3 stores operated by the Company pursuant to management contracts with Lotte Station Building and Lotte Department Store Masan (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

2015

2014

2013

Market size

48.6

46.6

45.1

Growth rate

4.3

3.3

2.0

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

2015

2014

2013

Number of discount stores

544

528

511

Increase (decrease)

16

+17

+13

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

2015

2014

2013

Lotte Mart's market share

23.8

23.4

23.4

Source: National Statistics Office and Company data.

Based on (Homeplus, E-Mart, Lotte Mart) three companies, Lotte Mart including 112 discount stores and five vic market stores

b. LOTTE VIETNAM SHOPPING JOINT STOCK COMPANY

Industry overview

Trends in market size in Vietnam

Category

2015

2014

2013

Population (million people)

92

91

90

GDP (USD 100 million)

2,134

1,917

1,717

Per capita (USD)

2,330

2,115

1,914

Growth rate (%)

6.7

5.5

5.4

Consumer price index (%)

2.0

5.2

6.6

Source: Planet Retail and the General Statistics Office of Vietnam

i. 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 2016, the Company operated 13 stores in Vietnam.

Status of LOTTE VIETNAM SHOPPING CO., LTD. stores

(Unit: stores)

Category

2016(3Q)

2015

2014

Number of stores

13

11

10

Increase (decrease)

+2

+1

+4

c.LOTTE MART COMPANY LIMITED / Swift Harvest Ltd and8 other entities

i. Industry overview

Trends in market size in China

Category

2016(E)

2015

2014

Population (thousand people)

1,373,540

1,374,620

1,367,520

GDP (USD 100 million)

113,830

112,119

104,917

Per capita (USD)

8,240

8,154

7,672

Growth rate (%)

6.7

6.9

7.4

Increase in consumer price index (%)

1.9

1.8

2.3

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 2016(Not included 16 Beijing Super) 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

2016(3Q)

2015

2014

Number of stores

Shanghai

74

74

72

Qingdao

0

0

6

Beijing

12

12

12

Beijing(super)

16

16

-

Shenyang

8

8

8

Chongqing

6

6

5

Total

116

116

103

Increase (decrease)

0

+13

-4

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

i. Industry overview

Trends in the market size in Indonesia

Category

2015

2014

2013

Population (million people)

252

251

248

GDP (USD 100 million)

9,080

8,507

8,739

Increase in consumer price index (%)

3.4

6.0

6.4

Source: Planet Retail (June 2015)

ii. Company overview

The Company acquired 19 Makro stores in Indonesia in November 2008 and opened 16 stores through its local retail business subsidiary in 2010~ 2015. As of 30 September 2016, the Company operated 43 stores in Indonesia and plans to continually expand in Indonesia.

Status of stores in Indonesia

(Unit: stores)

Category

2016(3Q)

2015

2014

Number of stores

43

41

38

Increase (decrease)

+2

+3

+2

3. Financial business sector segment

a. Lotte Card

i. Industry overview

Status of credit card business

(As of 30 September 2016)

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

Economically active population
(ten thousand persons)

Number of Credit card

(ten thousand card)

per credit card number of Economically active population(card)

2015

2,691

9,314

3.5

2014

2,654

9,232

3.5

2013

2,587

10,203

3.9

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

2015

2014

2013

Credit card market size in Korea by charge volumes

630.7

594.1

585.6

Lotte Card's charge volumes

56.6

53.5

54.1

Lotte Card's market share

9.0

9.0

9.2

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 in 2016 (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

9,200 buses

19,421 buses

11,053 buses

Taxi

55,789 taxies

31,905 taxies

122,225 taxies

Subway

129 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 2016, Cash Bee cards are accepted at 80,958 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

2015

2014

2013

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

3,434

2,974

2,678

EB Card

932

857

692

EB Card's market share

27.1

28.8

25.8

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

2015

2014

2013

Household electronics

17.8

16.9

16.8

Computer and communication devices

19.8

19.7

21.8

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 3Q of 2016, Steady growth of sales of Household electronics and outside factors and changes in trend, Hi-mart's revenue increased by approximately 2.4% on a consolidated basis compared to the 3Q of 2015, largely due to the expansion of SKU(Stock Keeping Unit).

Lotte Hi-mart as of 30 September 2016, operated 448 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 2016, 579 household electronics installation teams and 1,329 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).

In addition, our company is providing smart pick services at all of our outlets. This service allows the customers to designate the outlet and the date of the visit of the outlet after having ordered products through the on-line shopping mall, and to collect the products on the corresponding date. Currently, this service is provided for products including PCs, cameras, cleaners, electric heaters and shavers, etc., and we are planning to continuously expand the range of products to be included in the service.

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

Store

2015

2014

2013

Lotte HiMart

48.5%

48.6%

46.6%

Electronics Land

6.4%

7.0%

7.3%

Living Plaza

27.1%

25.5%

26.7%

Hi Plaza

18.1%

18.9%

19.4%

Source: Audit reports of respective companies

5. Convenience Store

Korea Seven / Buy the Way

i. Industry overview

The convenience store industry in Korea faces challenges including market saturation, new government regulations on store openings and conflicts with franchisees. In addition to market maturity which led to a slump in monthly store opening rates, the enforcement of the amended Franchise Act which restricts store openings have forced industry players to shift their strategy from quantitative growth to qualitative growth. Under such environment, the convenience store industry's plans for store openings have shifted from large cities to mid- and small-sized cities and focus has been placed on increasing sales in current stores by diversifying products and increasing price competitiveness. Increased disputes with franchisees have also spurred franchisor companies to seek out new ways to achieve shared growth with their franchisees.

ii. Company overview

Korea Seven, a subsidiary of the Company, has operated a chain of convenience stores in Korea under the brand name 7-Eleven since 1989. Korea Seven acquired 100% of the capital stock of Buy the Way, which also operates convenience stores in Korea, in 2010.

Trends in market share

(Unit: %)

Category

2015

2014

2013

Korea Seven and Buy the Way's market share

27.6

27.8

28.8

Estimated based on Company data and includes acquired Buy the Way stores.

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 2016 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. Beginning with the 'Lotte Premium Food Market' No. 1 in June 2016, we are providing differentiated products and services including more than 7,000 domestic and foreign premium level food items by entering the premium food market, which is undergoing new growth in alignment with the changes in the domestic consumption environment.

b. Lotte Cinema

i. Industry overview

The Korean film industry recorded sales of Won 579 billion in the 3Q of 2016, 1.8% increase from the same period in 2015. In the 3Q quarter of 2016, 72.4 million movie tickets were sold, showing a 0.9% decrease from the same period in 2015.

ii. Company overview

As of 30 September 2016, Lotte Cinema operated 109 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 2016, Lotte Cinema operated 39 overseas cinemas.

Trendsin market share

(Unit: 10,000 persons, %)

Category

2015

2014

2013

Number of movie tickets sold in the cinema industry in Korea

21,729

21,506

21,335

Number of movie tickets sold by Lotte Cinema(1)

6,529

6,300

6,376

Lotte Cinema's market share

30.0

29.3

29.9

Note:

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

c. Lotte Shopping (LOHB's)

i. Industry overview

Health & Beauty specialty stores ("H&Bs") are the Korean distribution channel for overseas drug stores that focus on the retail of cosmetics and other beauty products. In 2015, the H&B industry increased 40% to Won 1 trillion compared to 2014. While other distribution industries have seen stagnation in growth due to the recent economic slowdown and severe price discounting resulting from intense competition, the H&B industry expects to continue expanding by catering to recent conscious consumption trends focused on pricing and quality. CJ's Olive Young and GS's Watson's are the leaders in the industry, and Lotte's LOHB's and Shinsegae's Boons, later market entrants, are also expanding.

ii. Company overview

LOHB's entered the H&B business when it opened its first store in Seoul in May 2013. As of 30 September 2016, LOHB's operated 78 stores in Korea.

Trendsin market share

(Unit: stores, %)

Category

2016(3Q)

2015

2014

Number of stores owned by major Korean H&B companies(1)

901

732

565

Number of stores owned by LOHB's

78

53

30

LOHB's market share

8.7%

7.2%

5.3%

Note:

Estimates based on Company data.

(1) Major companies refer to Olive Young (CJ), Watsons (GS), LOHB's (Lotte) and Boons (Shinsegae).

d. Woori Home Shopping

i. Industry overview

(1) TV home shopping

There are seven TV home shopping companies in Korea. Korea Home Shopping (currently GS Home Shopping) and 39 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, Home & Shopping joined the market in 2011 and IM Shopping joined the market in 2015. 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

2015

2014

2013

Market size of the home shopping industry in Korea

40,682

41,000

38,829

Woori Home Shopping sales

8,646

8,692

7,732

Woori Home Shopping market share

21.3

21.2

19.9

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

e. 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.

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 2016.2Q was 30.5 trillion Won, which is a growth by approximately 20.5% from the previous year with continued growth every year.

Company overview

f. Lotte Members

ii. 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.

h. 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.

i. 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.

j. LOTTE SHOPPING HOLDINGS (SINGAPORE) PTE. LTD./ Lotte Shopping Holdings (Hong Kong) Co.,Limited / LHSC Limited

As of 30 September 2016, LOTTE SHOPPING HOLDINGS (SINGAPORE) PTE. LTD. held shares in distribution companies in India, Indonesia and 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

90.0

16

Distribution

(department store)

LOTTEMART C&C INDIA PRIVATE LIMITED

100.0

247

Distribution (mart)

PT. LOTTE SHOPPING INDONESIA

80.0

249,582

Distribution

(mart)

PT. LOTTE MART INDONESIA

99.0

46,346

Distribution

(mart)

LOTTE HOTEL & RETAIL VIETNAM PTE. LTD.

40.0

27,144

Investment company

PT. LOTTE Shopping Avenue Indonesia

99.0

47,755

Distribution

(department store)

Lotte Shopping Plaza Vietnam Co., Ltd.

100.0

30,970

Distribution

(department store)

LOTTE VIETNAM SHOPPING JOINT STOCK COMPANY

99.9

54,348

Distribution

(mart)

LOTTE E-COMMERCE VIETNAM CO.,LTD.

100.0

5,482

Distribution

(Lotte.com)

PT. INDO LOTTE MAKMUR

50.0

5,482

Distribution

(Lotte.com)

International Business Center Company Limited

50.0

58,902

Real estate lease

Lotte Shopping Holdings
(Hong
Kong) Co., Limited

Lotte Business Management (Tianjin) Co., Ltd.

100.0

62,489

Distribution

(department store)

Lotte Mart China Co., Ltd.

100.0

160,942

Distribution (mart)

Swift Harvest Ltd. and 8 other entities

100.0

0

Distribution (mart)

Hong Fung Ltd. and 2 other entities

100.0

12,776

Distribution (mart)

Nantong Meili Properties Limited

100.0

4,188

Distribution (mart)

Zhuji Decheng Properties Limited

100.0

2,759

Distribution (mart)

Nantong Yaodong Properties Limited

100.0

8,751

Distribution (mart)

Nantong Fuhua Properties Limited and 1 other entities

100.0

5,698

Distribution (mart)

Nantong Jinyou Properties Limited and 1 other entities

100.0

7,814

Distribution (mart)

Nantong Branda Properties Limited and 1 other entities

100.0

1,745

Distribution (mart)

Nantong Fortune Trade Properties Limited

100.0

3,387

Distribution (mart)

Nantong Fine Spring Properties Limited

100.0

3,042

Distribution (mart)

Nantong Fine Port Properties Limited and 1 other entities

100.0

3,757

Distribution (mart)

Huai An Full Faith Properties Limited

100.0

5,214

Distribution (mart)

LHSC Limited

51.1

0

Investment company

Liaoning LOTTE Mart Co., Ltd.

100.0

0

Distribution (mart)

Qingdao LOTTE Mart Commercial Co., Ltd.

75.2

0

Distribution (mart)

Lotte Department Store (Shenyang) Co., Ltd.

100.0

76,741

Distribution

(department store)

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

100.0

32,889

Distribution

(department store)

Jilin LOTTE Mart Co., Ltd.

100.0

0

Distribution (mart)

Lotte Shopping Business Management(Hong Kong) Limited

100.0

11

Bond issuances (SPC)

LOTTE DEPARTMENT STORE (TIANJIN) CO., LTD.

100.0

54,815

Distribution

(department store)

Lotte Department Store (Chengdu) Co., Ltd.

100.0

43,852

Distribution

(department store)

Lotte mart (Chongqing) Commercial Co., Ltd.

100.0

21,926

Distribution

(mart)

Lotte Mart Co., Ltd.

100.0

109,981

Distribution

(mart)

LOTTE MART (CHENGDU) COMMERCIAL COMPANY LIMITED

100.0

13,156

Distribution

(mart)

As of 30 September 2016 (exchange rate of USD 1.00 = KRW 1,096.30)

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

k. Kotobuki Holding (HK) Ltd./ Hai Thanh - Kotobuki Joint Venture Company

In October 2012, LOTTE HOTEL & RETAIL VIETNAM PTE. LTD. acquired Kotobuki Holding (HK) Ltd., the holding company of Hai Thanh-Kotobuki Joint Venture Company. Hai Thanh-Kotobuki Joint Venture Company operates hotels in Ho Chi Minh City, Vietnam, including Lotte Legend Hotel Saigon. As of 30 September 2016, Kotobuki Holding (HK) Ltd. owned 70% of Hai Thanh-Kotobuki JV Company.

l. Lotte Properties (Chengdu) Limited/ LOTTE PROPERTIES (CHENGDU) HK LIMITED

LOTTE PROPERTIES (CHENGDU) HK LIMITED was established for the Chengdu Banseongang mixed-usedevelopment project in October 2009 with a paid-in capital of US$197 million, 73.5% of which was invested by Lotte Shopping, 16.2% by Lotte Hotel, 5.3% by Lotte Station Building and 5.0% by Lotte Asset Development.

Lotte Properties (Chengdu) Limited, established in May 2012 through a 100% investment by LOTTE PROPERTIES (CHENGDU) HK LIMITED, purchased 21,000 pyeong of land in the Chengdu Banseongang district and is leading a mixed-use development project with 68,000 pyeong for residence and 103,000 pyeong for business.

B. Production and Facilities

1. Plans for the establishment of new stores

Category

Store

Location

Expected establishment date

Outlets

Nam-ak

Namak-ri, Samhyang-eup, Muan-gun, Jeollanam-do

December 2016

Discount Store

Siheung Gunja

Jeongwang-dong, Siheung-si, Gyeonggi-do

December 2016

Eunpyeong New Town

Jingwan-dong, Eunpyeong-gu, Seoul

December 2016

Mokpo Namak

Namak-ri, Samhyang-eup, Muan-gun, Jeollanam-do

November 2016

Cinema

Cheongju Yongam

Yongam-dong, Sangdang-gu, Chungcheongbuk-do

November 2016

Eunpyeong New Town

Jingwan-dong, Eunpyeong-gu, Seoul

November 2016

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

2016 - 2018

Tangible assets

Increase in sales

17,400

2,500

14,900

Discount store

New
investment

2016 - 2018

Tangible assets

Increase in sales

5,534

897

4,637

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

2016

2017

2018

Department store

Newandordinary investments

Tangible and other assets

25,875

7,705

8,330

9,840

Increase in sales

Discount store

New and ordinary investments

Tangible and other assets

9,137

2,711

2,201

4,225

Increase in sales

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

C. Sales

(Unit: million Won)

Business segment

Type

Product

47th (3Q)

46th (3Q)

Department Store

Products

Clothing, etc.

Export

610

-

Domestic

4,839,029

4,893,623

Total

4,839,639

4,893,623

Goods


Export

-

-

Domestic

-

-

Total

-

-

Others

Rental fee, etc.

Export

26

-

Domestic

849,996

772,413

Total

850,022

772,413

Total

5,689,661

5,666,036

Discount Store

Products

Food, etc.

Export

17

-

Domestic

5,862,458

5,920,369

Total

5,862,475

5,920,369

Goods


Export

-

-

Domestic

-

-

Total

-

-

Others

Rental fee, etc.

Export

-

-

Domestic

429,153

427,441

Total

429,153

427,441

Total

6,291,628

6,347,810

Finance

Products


Export

-

-

Domestic

4,847

2,886

Total

4,847

2,886

Goods


Export

-

-

Domestic

-

-

Total

-

-

Others

Fees and

commissions, etc.

Export

-

-

Domestic

1,379,343

1,356,636

Total

1,379,343

1,356,636

Total

1,384,190

1,359,522

Electronics

Products

Electronics, etc.

Export

-

-

Domestic

2,948,154

2,878,773

Total

2,948,154

2,878,773

Goods


Export

-

-

Domestic

-

-

Total

-

-

Others

Rental fee, etc.

Export

-

-

Domestic

11,681

11,596

Total

11,681

11,596

Total

2,959,835

2,890,369

Convenience store

Products

Food, etc.

Export

-

11

Domestic

2,596,609

2,307,974

Total

2,596,609

2,307,985

Goods

Food, etc.

Export

-

-

Domestic

-

-

Total

-

-

Others

Rental fees, etc.

Export

-

-

Domestic

170,891

204,159

Total

170,891

204,159

Total

2,767,500

2,512,144

Others(1)

Products

Food, etc.

Export

13,809

6,436

Domestic

1,881,648

1,895,749

Total

1,895,457

1,902,185

Goods

Food, etc.

Export

-

-

Domestic

37,948

34,325

Total

37,948

34,325

Others

Rental fees, etc.

Export

-

-

Domestic

958,112

934,915

Total

958,112

934,915

Total

2,891,517

2,871,425

Total

Products

Clothing, food, etc.

Export

14,436

6,447

Domestic

18,132,745

17,899,374

Total

18,147,181

17,905,821

Goods

Clothing, food, etc.

Export

-

-

Domestic

37,948

34,325

Total

37,948

34,325

Others

Rental fees, etc.

Export

26

-

Domestic

3,799,176

3,707,160

Total

3,799,202

3,707,160

Total

21,984,331

21,647,306

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 Six month period ended 30 September 2016.

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 Six month period ended 30 September 2016.

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% of net sales from 1 April 2016 to 1 March 2020.

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 three month period ended 30 September 2016 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

47th fiscal year (3Q)

46th fiscal year

45th 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 position as of 30 September 2016 and 31 December 2015, 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 30 September 2016 and 2015.

3. Audit contracts

(Unit: million Won, hours)

Fiscal year

Auditor

Description

Fee

Total hours

47th fiscal year (3Q)

Samjong KPMG

Review of quarterly and semi-annual financial statements

Audit of non-consolidated and consolidated financial statements

705

6,400

46th fiscal year

Samjong KPMG

Review of quarterly and semi-annual financial statements

Audit of non-consolidated and consolidated financial statements

670

12,100

45thfiscal year

Samjong KPMG

Review of quarterly and semi-annual financial statements

Audit of non-consolidated and consolidated financial statements

670

12,000

4. Contracts regarding non-audit services with outside auditor

(Unit: million Won)

Fiscal year

Date of contract

Description

Service period

Fee

47thfiscal year (3Q)

16.02.17

Agreed upon proceedings with regard to royalties to Toys"R"Us

16.02.17 ~
16.02.19

9

46thfiscal year

15.03.10

Tax accounting due diligence related to acquisition

15.03.10 ~
15.06.30

25

15.03.16

Agreed upon proceedings with regard to royalties to Toys"R"Us

15.03.16 ~
15.03.20

9

45rd fiscal 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



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 six 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)

Sukeun Kwak, JaeWan Bahk, SeokYoung Choi
(from 22 March 2016)

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.

-

Outside Director Nomination Committee

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

Wonjun Lee, Hyeryun Kang

JaeWan Bahk,
(from 22 March 2016)

The committee recommends candidates for outside directors to the general meetingof 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, Chungsook Moon

JaeWon Lee
(from 22 March 2016)

This committee is responsible for reviewing and approving the following:

Internal transactions as defined under Article 11 Clause 2 of the Monopoly Regulation and Fair Trade Act and Article 17 Clause 8 of the related enforcement decree.

Transactions worth more Won 10 billion involving agreements with certain affiliates as defined under Article 2 of the Monopoly Regulation and Fair Trade Act and Article 3 of the related enforcement decree.

Any matters as required for the operation of the other committees.

-

As of 30 September 2016


B. Affiliated Companies

1. Overview of affiliates

a. Domestic

See list of affiliates on page 2.

b. Overseas


(As of
30 September 2016)

Name of Investing Company

Name of Invested Company

Share Ratio

Chocolaterie Guylian N.V

Aimee BVBA

99.00%

Rakhat JSC

Almaty Sweets LLC

100.00%

Lotte Confectionary Co., Ltd.

BIBICA Corporation

44.00%

Burger King Japan Holdings Co.,Ltd.

Burger King Japan Co., Ltd.

100.00%

Lotteria Co., Ltd.

Burger King Japan Holdings Co.,Ltd.

100.00%

Hyundai Logistics Co., Ltd.

CHANGWAN CONTAINER SERVICE LIMITED

70.00%

Lotte Chemical Titan International Limited

Chemical Brothers Limited

100.00%

Chocolaterie Guylian N.V

Chocolaterie Guylian Deutschland GmbH

100.00%

Lotte Confectionery Holdings (Europe) B.V.

Chocolaterie Guylian N.V

100.00%

Lucky Pai (Shanghai) Trading Co.,Ltd.

Chongqing Yujia Lucky Pai Commercial Co., Ltd.

74.20%

HYUNDAI LOGISTICS (GERMANY) GMBH

CONTAINER DEPOT UND REPARATUR HAMBURG GMBH

100.00%

Lotte Shopping Co., Ltd.

Coralis S.A.

45.00%

Coralis S.A.

Coralis Vietnam Co.,Ltd.

100.00%

Daehong Communications Co., Ltd.

DAEHONG COMMUNICATIONS VIETNAM CO., LTD.

95.00%

BIBICA Corporation

East BIBICA One Member Co.,Ltd

100.00%

Chocolaterie Guylian N.V

Guylian Asia Ltd

99.90%

Chocolaterie Guylian N.V

Guylian Iberia, LDA

99.30%

Chocolaterie Guylian N.V

Guylian UK Ltd

100.00%

Chocolaterie Guylian N.V

Guylian USA, Inc

100.00%

Kotobuki Holding (HK) Ltd

Hai Thanh-Kotobuki Joint Venture Co.

70.00%

Lotte Shopping Co., Ltd.

Hemisphere Film Investors II, LLC

100.00%

Hemisphere Film Investors II, LLC

Hemisphere Film Investors LLC

50.00%

HYUNDAI LOGISTICS (UK) HOLDINGS LTD.

HLC (GERMANY) GmbH

51.00%

Lotte Shopping Holdings (Hong Kong) Co., Limited

Hong Fung Ltd.

100.00%

Hotel Lotte Co., Ltd.

Hotel & Resort Joetsumyoko Co., Ltd.

100.00%

Hotel Lotte Co., Ltd.

HOTEL LOTTE Holdings HK Limited

100.00%

Hyundai Information Technology Co., Ltd.

Hyundai Information Technology Vietnam Corporation

100.00%

HYUNDAI LOGISTICS (AMERICA), INC.

Hyundai Intermodal, INC

70.00%

HYUNDAI LOGISTICS (UK) HOLDINGS LTD.

HYUNDAI LOGISTICA BRASIL LTDA

51.00%

Hyundai Logistics Co., Ltd.

HYUNDAI LOGISTICS (AMERICA), INC.

100.00%

HYUNDAI LOGISTICS (HK) HOLDINGS LIMITED

HYUNDAI LOGISTICS (CAMBODIA) CO.,LTD.

51.00%

Hyundai Logistics Co., Ltd.

HYUNDAI LOGISTICS (GERMANY) GMBH

100.00%

Hyundai Logistics Co., Ltd.

HYUNDAI LOGISTICS (HK) HOLDINGS LIMITED

100.00%

HYUNDAI LOGISTICS (HK) HOLDINGS LIMITED

HYUNDAI LOGISTICS (HK) INT'L LIMITED

51.00%

HYUNDAI LOGISTICS UK LIMITED

HYUNDAI LOGISTICS (ITALY) SRL

100.00%

Hyundai Logistics Co., Ltd.

HYUNDAI LOGISTICS (MALAYSIA) SDN. BHD.

100.00%

HYUNDAI LOGISTICS (UK) HOLDINGS LTD.

HYUNDAI LOGISTICS (NETHERLANDS) B.V.

51.00%

HYUNDAI LOGISTICS (HK) HOLDINGS LIMITED

HYUNDAI LOGISTICS (SINGAPORE) PTE. LTD.

51.00%

Hyundai Logistics Co., Ltd.

HYUNDAI LOGISTICS (UK) HOLDINGS LTD.

100.00%

HYUNDAI LOGISTICS (AMERICA), INC.

HYUNDAI LOGISTICS (USA), INC.

70.60%

HYUNDAI LOGISTICS (HK) HOLDINGS LIMITED

HYUNDAI LOGISTICS INDIA PRIVATE LIMITED

51.00%

HYUNDAI LOGISTICS (UK) HOLDINGS LTD.

HYUNDAI LOGISTICS UK LIMITED

51.00%

Hyundai Logistics Co., Ltd.

HYUNDAI VINATRANS LOGISTICS CO.,LTD

51.00%

Lotte Shopping Holdings (Singapore)Pte., Ltd

INTERNATIONAL BUSINESS CENTER COMPANY LIMITED

50.00%

Lotte Europe Holdings B.V.

JSC Lotte RUS

100.00%

Lotteria Co., Ltd.

KKD Lotte Holdings

100.00%

Lotte Chemical Corporation

Kor-Uz Gas Chemical Investment Ltd.

49.00%

Lotte Hotel & Retail Vietnam Pte. Ltd.

Kotobuki Holding (HK) Ltd

100.00%

Lotte Holdings Co., Ltd.

LS(Thailand) Co.,Ltd.

49.00%

LOTTE Chemical USA Corporation

LACC, LLC

90.00%

Lotte Food Holding Co.,Ltd.

LH Foods Co.,Ltd

50.00%

Lotte Shopping Holdings (Hong Kong) Co., Limited

LHSC Limited

51.10%

Lotte Co., Ltd.

Lotte (MALAYSIA) Sdn., Bhd.

100.00%

LOTTE ADVANCED MATERIALS CO., LTD.

Lotte Advanced Materials (Thailand) Co., Ltd.

49.30%

LOTTE ADVANCED MATERIALS CO., LTD.

Lotte Advanced Materials Dongguan Co., Ltd.

100.00%

LOTTE ADVANCED MATERIALS CO., LTD.

LOTTE ADVANCED MATERIALS EUROPE GMBH

100.00%

LOTTE ADVANCED MATERIALS CO., LTD.

Lotte Advanced Materials hungary LLC.

100.00%

LOTTE ADVANCED MATERIALS CO., LTD.

Lotte Advanced Materials Japan Co., Ltd.

100.00%

LOTTE ADVANCED MATERIALS USA, INC.,

Lotte Advanced Materials Mexico S.A. de C.V.

100.00%

LOTTE ADVANCED MATERIALS CO., LTD.

Lotte Advanced Materials Shanghai Co., Ltd.

100.00%

LOTTE ADVANCED MATERIALS CO., LTD.

Lotte Advanced Materials Tianjin Co., Ltd.

100.00%

LOTTE ADVANCED MATERIALS CO., LTD.

LOTTE ADVANCED MATERIALS USA, INC.,

100.00%

Lotte International Co., Ltd.

Lotte Agro Holdings B.V.

100.00%

Lotte Agro Holdings B.V.

Lotte Agro RUS LLC

99.00%

Lotte Asset Development Co., Ltd.

LOTTE ASSET MANAGEMENT (HK) LIMITED

100.00%

Lotte Chilsung Beverage Co., Ltd.

LOTTE BEVERAGE AMERICA CORP.

100.00%

Lotte Chilsung Beverage Co., Ltd.

LOTTE Beverage Holdings (Singapore) Pte. Ltd.

100.00%

Lotte Chemical Corporation

Lotte Chemical Alabama Corporation

100.00%

LOTTE Chemical USA Corporation

LOTTE Chemical Louisiana, LLC

100.00%

Lotte Chemical Corporation

Lotte Chemical Pakistan Limited

75.00%

Lotte Chemical Corporation

LOTTE CHEMICAL POLAND SP. ZO.O

100.00%

Lotte Chemical Titan (M) Sdn. Bhd.

Lotte Chemical Singapore Pte. Ltd.

100.00%

Lotte Chemical Titan Holding Sdn. Bhd.

Lotte Chemical Titan (M) Sdn. Bhd.

100.00%

Lotte Chemical Titan Holding Sdn. Bhd.

Lotte Chemical Titan Capital (L) Limited

100.00%

Lotte Chemical Corporation

Lotte Chemical Titan Holding Sdn. Bhd.

100.00%

PT. Lotte Chemical Titan Tbk

Lotte Chemical Titan International Limited

100.00%

Lotte Chemical Titan Holding Sdn. Bhd.

Lotte Chemical Titan International Sdn. Bhd.

100.00%

Lotte Chemical Titan Holding Sdn. Bhd.

Lotte Chemical Titan Trading Sdn. Bhd.

100.00%

Lotte Chemical Corporation

Lotte Chemical UK Limited

100.00%

Lotte Chemical Corporation

LOTTE Chemical USA Corporation

60.00%

Lotte Confectionary Co., Ltd.

Lotte Confectionery (S.E.A.) Pte Ltd

100.00%

Lotte Confectionary Co., Ltd.

Lotte Confectionery Holdings (Europe) B.V.

51.00%

Lotte Co., Ltd.

Lotte Confectionery Pilippinas Corp.

100.00%

Lotte Europe Holdings B.V.

Lotte Confectionery RUS

100.00%

Lotte Information Technology Co., Ltd.

Lotte Data Communication Company Limited Vietnam

100.00%

Woori Home Shopping

Lotte DatViet Homeshopping Co.,Ltd.

90.00%

Lotte Holdings Co., Ltd.

Lotte Do Brasil Alimentos, Ltda.

99.00%

LOTTE DUTY FREE SINGAPORE PTE. LTD.

Lotte Duty Free (Thailand) Co., Ltd

49.00%

LOTTE HOTEL HOLDINGS USA CO., LTD.

Lotte Duty Free Guam, LLC

0.00%

HOTEL LOTTE Holdings HK Limited

Lotte Duty Free Hong Kong Ltd.

100.00%

LOTTE DUTY FREE SINGAPORE PTE. LTD.

Lotte Duty Free Japan Co., Ltd.

80.00%

LOTTE DUTY FREE SINGAPORE PTE. LTD.

Lotte Duty Free Kansai Co., Ltd.

100.00%

Hotel Lotte Co., Ltd.

LOTTE DUTY FREE SINGAPORE PTE. LTD.

100.00%

Lotte Engineering & Construction Co., Ltd.

Lotte E&C Malaysia Sdn. Bhd.

100.00%

Lotte Shopping Holdings (Singapore)Pte., Ltd

LOTTE E-COMMERCE VIETNAM CO., LTD

100.00%

Lotte Engineering & Construction Co., Ltd.

Lotte Engineering and Construction India Pvt. Ltd.

100.00%

Lotte Engineering & Construction Co., Ltd.

Lotte Engineering and Construction Vietnam Co., Ltd

100.00%

Lotte Engineering & Construction Co., Ltd.

Lotte Engineering Construction Mongolia LLC

100.00%

Hotel Lotte Co., Ltd.

Lotte Europe Holdings B.V.

37.90%

Lotte Europe Holdings B.V.

Lotte Europe Investment

100.00%

Lotte fine Chemical Corporation

LOTTE Fine Chemical Europe GmbH

100.00%

Lotte fine Chemical Corporation

LOTTE Fine Chemical Trading(Shanghai) Co., Ltd.

100.00%

Lotte Confectionary Co., Ltd.

Lotte Food Holding Co.,Ltd.

100.00%

Lotte Co., Ltd.

Lotte Four Seas Ltd.(MKG)

70.00%

Lotte Properties(Shenyang) Ltd.

Lotte Glory Properties(Shenyang) Ltd.

100.00%

Hotel Lotte Co., Ltd.

Lotte Hotel & Retail Vietnam Pte. Ltd.

40.00%

LOTTE HOTEL HOLDINGS USA CO., LTD.

Lotte Hotel Guam LLC.

100.00%

Hotel Lotte Co., Ltd.

LOTTE HOTEL HOLDINGS USA CO., LTD.

100.00%

LOTTE HOTEL HOLDINGS USA CO., LTD.

LOTTE HOTEL NEW YORK PALACE, LLC

100.00%

Lotte Europe Holdings B.V.

Lotte Hotel Saint Petersburg LLC

100.00%

LOTTE DUTY FREE SINGAPORE PTE. LTD.

LOTTE HOTEL VIETNAM COMPANY LIMITED

100.00%

Lotte Confectionary Co., Ltd.

Lotte India Co., Ltd.

98.60%

Lotte International Co., Ltd.

Lotte International America Corp.

100.00%

Lotte International Co., Ltd.

LOTTE INTERNATIONAL OCEANIA PTY LTD.

100.00%

Lotte Confectionary Co., Ltd.

Lotte Kolson(Private) Limited

96.50%

Lotte Asset Development Co., Ltd.

Lotte Land (Singapore) Private Limited

100.00%

Lotte Chilsung Beverage Co., Ltd.

LOTTE LIQUOR JAPAN CO.,LTD

100.00%

Lotte (Beijing) Logistics Co., Ltd.

LOTTE Logistics (HongKong) Co., Limited

90.00%

Lotte Logistics Corporation

Lotte Logistics Kazakhstan Co. Ltd

100.00%

Lotte Logistics Corporation

Lotte Logistics Vietnam CO.,LTD

100.00%

Lotte Shopping Holdings (Singapore)Pte., Ltd

Lotte Mart C&C India Private Limited

100.00%

Lotte Shopping Holdings (Hong Kong) Co., Limited

Lotte Mart China Co., Ltd.

100.00%

Lotte Card Co., Ltd.

Lotte Members Vietnam Co.,Ltd.

100.00%

LOTTE Beverage Holdings (Singapore) Pte. Ltd.

LOTTE MGS Beverage (Myanmar) Co., Ltd.

76.60%

Lotte Holdings Co., Ltd.

Lotte Netherlands Holdings B.V.

100.00%

Nugget Food Corporation

Lotte Philippines Co.,Inc.

49.00%

Lotte Shopping Co., Ltd.

LOTTE PROPERTIES (CHENGDU) HK LIMITED

73.50%

Lotte Asset Development Co., Ltd.

LOTTE PROPERTIES (HANOI) SINGAPORE PTE. LTD.

100.00%

Lotte Asset Development Co., Ltd.

Lotte Properties(Shenyang) Ltd.

37.20%

Lotte Rental Co., Ltd.

LOTTE Rent-A-Car (Thailand) Co.,Ltd.

49.00%

Lotte Rental Co., Ltd.

Lotte Rental (Vietnam) Company Limited

100.00%

Lotte Shopping Holdings (Hong Kong) Co., Limited

Lotte Shopping Business Management (Hong Kong) Limited

100.00%

Lotte Shopping Co., Ltd.

Lotte Shopping Holdings (Hong Kong) Co., Limited

100.00%

Lotte Shopping Co., Ltd.

Lotte Shopping Holdings (Singapore)Pte., Ltd

100.00%

Lotte Shopping Holdings (Singapore)Pte., Ltd

Lotte Shopping India Pvt.,Ltd

90.00%

Lotte Shopping Holdings (Singapore)Pte., Ltd

Lotte Shopping Plaza Vietnam Co.,Ltd.

100.00%

Lotte Europe Holdings B.V.

Lotte Shopping RUS Ltd.

100.00%

Lotte Holdings Co., Ltd.

Lotte Singapore pte. Ltd.

100.00%

Lotte Confectionary Co., Ltd.

Lotte Taiwan Co.,Ltd.

50.00%

Lotte Co., Ltd.

Lotte U.S.A. INC.

100.00%

Lotte Chemical Corporation

LOTTE UBE SYNTHETIC RUBBER SDN. BHD.

40.00%

Lotte Co., Ltd.

Lotte Vietnam Co., Ltd.

60.50%

Lotte Shopping Holdings (Singapore)Pte., Ltd

LOTTE VIETNAM SHOPPING JOINT STOCK COMPANY

99.99%

Lotte International Co., Ltd.

Lotte Vina International Co., Ltd.

100.00%

Lotte Netherlands Holdings B.V.

Lotte Wedel sp.zo.o

100.00%

Lotte Shopping Co., Ltd.

LotteCinema Vietnam Co., Ltd.

90.00%

Hyundai Information Technology Co., Ltd.

Lotte-HPT High Tech. Vietnam Shareholding Company

50.00%

Lucky Pai Ltd.

Lucky Pai (Shanghai) Information Technology Co.,Ltd.

100.00%

Lucky Pai Ltd.

Lucky Pai (Shanghai) Network Technology Co.,Ltd.

100.00%

Lucky Pai Ltd.

Lucky Pai (Shanghai) Trading Co.,Ltd.

100.00%

LHSC Limited

Lucky Pai Ltd.

100.00%

Lucky Pai Ltd.

Lucky Pai(Shanghai) Commercial Co.,Ltd.

100.00%

Lotte Chilsung Beverage Co., Ltd.

Pepsi-Cola Products Philippines, Inc.

38.90%

Lotte Wedel sp.zo.o

Pijalnie Czekolady Wedel Sp.zo.o.

100.00%

Lotte Chemical Titan Holding Sdn. Bhd.

PT LOTTE CHEMICAL INDONESIA

99.67%

Chemical Brothers Limited

PT LOTTE CHEMICAL TITAN NUSANTARA

99.90%

Lotte Confectionary Co., Ltd.

PT LOTTE RND CENTER INDONESIA

33.30%

Lotte Shopping Holdings (Singapore)Pte., Ltd

PT LOTTE SHOPPING AVENUE INDONESIA

99.00%

Daehong Communications Co., Ltd.

PT. Daehong Communications Indonesia

99.00%

Lotte Shopping Holdings (Singapore)Pte., Ltd

PT. INDO LOTTE MAKMUR

50.00%

Lotte Capital Co., Ltd.

PT. LOTTE CAPITAL INDONESIA

78.10%

Lotte Chemical Titan International Sdn. Bhd.

PT. Lotte Chemical Titan Tbk

90.40%

Lotte Logistics Corporation

PT. Lotte Logistics Indonesia

99.00%

Lotte Aluminium Co., Ltd.

PT. Lotte Packaging

99.40%

Lotte Shopping Holdings (Singapore)Pte., Ltd

PT. Lotte Shopping Indonesia

80.00%

LOTTE DUTY FREE SINGAPORE PTE. LTD.

PT. SJ Indonesia

90.00%

PT. Lotte Chemical Titan Tbk

PT. Titan Trading

99.60%

Lotte Information Technology Co., Ltd.

PT.Lotte Data Communication Company Indonesia

99.80%

Lotte Co., Ltd.

PT.Lotte Indonesia

98.30%

Lotte Shopping Holdings (Singapore)Pte., Ltd

PT.Lotte Mart Indonesia

99.00%

Lotte Card Co., Ltd.

PT.LOTTE MEMBERS INDONESIA

99.00%

Lotte Co., Ltd.

PT.Lotte Trade and Distribution

60.00%

Lotteria Co., Ltd.

PT.Lotteria Indonesia

99.00%

Lotte Confectionary Co., Ltd.

Rakhat JSC

92.40%

Rakhat JSC

Rakhat TR

99.90%

Rakhat JSC

Rakhat Trading House LLP

100.00%

Rakhat JSC

Rakhat-Aktau LLP

100.00%

Rakhat JSC

Rakhat-Aktobe LLP

100.00%

Rakhat JSC

Rakhat-Astana LLP

100.00%

Rakhat JSC

Rakhat-Karaganda LLP

100.00%

Rakhat JSC

Rakhat-Oral LLP

100.00%

Rakhat JSC

Rakhat-Shymkent LLP

100.00%

Rakhat JSC

Rakhat-Shymkent Trading House LLP

100.00%

Rakhat JSC

Rakhat-Taldykorgan LLP

100.00%

Hyundai Logistics Co., Ltd.

Shaghai Hyundai Asia Shipping International Freight Forwarding Co.Ltd.

66.00%

Lucky Pai (Shanghai) Information Technology Co.,Ltd.

Shanghai Jijie Commercial Trading Co.,Ltd.

100.00%

Lucky Pai (Shanghai) Information Technology Co.,Ltd.

Shanghai Jirong Commercial Trading Co.,Ltd.

100.00%

Lucky Pai (Shanghai) Information Technology Co.,Ltd.

Shanghai Wenxuan Co., Ltd.

100.00%

Chemical Brothers Limited

South Wealth Finance Limited

100.00%

Lotte Shopping Holdings (Hong Kong) Co., Limited

Swift Harvest Ltd.

100.00%

Lotte Co., Ltd.

Thai Lotte Co., Ltd.

98.20%

Thai Okashiland Holdings Ltd.

Thai Okashi Land Ltd.

50.90%

Lotte Chemical Titan Holding Sdn. Bhd.

Titan Chemicals International Limited

100.00%

Lotte Chemical Titan Holding Sdn. Bhd.

Titan Ethylene Glycol Sdn. Bhd.

100.00%

Lotte Chemical Titan Holding Sdn. Bhd.

Titan Leasing Ltd.

100.00%

Lotte Chemical Titan Holding Sdn. Bhd.

Titan Petrochemicals Sdn. Bhd.

100.00%

Lotte Chemical Titan Holding Sdn. Bhd.

Titan Styrene Sdn. Bhd.

100.00%

Lotte Chemical Titan Trading Sdn. Bhd.

Titan Trading Corp. Limited

100.00%

Lotte Chemical Titan Holding Sdn. Bhd.

Titan Vinyl Sdn. Bhd.

100.00%

Lotteria Co., Ltd.

Vietnam Lotteria. Ltd.

99.70%

Swift Harvest Ltd.

Jiaxing Lotte Mart Co., Ltd.

100.00%

Swift Harvest Ltd.

Gang So Lotte Ma Teuk Sang Eop Ltd.

100.00%

Nam Tong Hui Hang Chi Eop Ltd.

Gang Eon Si Gwang Won Chi Eop Ltd.

100.00%

Gang So Lotte Ma Teuk Sang Eop Ltd.

Gyedong Lotte Mart Co., Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Jilin Lotte Mart Co., Ltd.

100.00%

Lotte Logistics Corporation

Lotte (Beijing) Logistics Co., Ltd.

100.00%

LH Foods Co.,Ltd

Lotte Food (Shanghai) Ltd.

90.00%

Lotte Shopping Co., Ltd.

Lotte Corporation Management (China) Ltd.

70.00%

Lotte Confectionary Co., Ltd.

Lotte Food (Shanghai) Ltd.

47.20%

Lotte Food Holding Co.,Ltd.

Lotte Corporation Management (China) Ltd.

100.00%

Lotte Confectionary Co., Ltd.

Lotte Food (Chengdu) Ltd.

90.00%

Lotte Card Co., Ltd.

LOTTE Members China

100.00%

KKD Lotte Holdings

Lotte GaYeJaChanEum Management (Shanghai) Ltd.

100.00%

Lotte Construction (Beijing) Ltd.

Lotte Construction (Shenyang) Ltd.

100.00%

Lotte Chemical Corporation

Lotte GongJeongSoRyo (Gaheung) Ltd.

100.00%

Lotte Chemical Corporation

Lotte GongJeongSoRyo (Shenyang) Ltd.

100.00%

Lotte Chemical Corporation

Lotte GongJeongSoRyo (Hapbi) Ltd.

50.00%

Lotte Confectionary Co., Ltd.

Lotte NaengEum (Shandong) Ltd.

65.00%

Lotteria Co., Ltd.

Lotte LiChanEum Management (Beijing) Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Lotte MaTeuk Trade (Sungdo) Ltd.

100.00%

Gang So Lotte Ma Teuk Sang Eop Ltd.

Lotte MaTeuk Mart (Soju) Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Lotte MaTeuk Trade (Chungkyung) Ltd.

100.00%

Lotte Properties(Shenyang) Ltd.

Lotte Logistics Management (Shenyang) Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Lotte Department Store (Chengdu) Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Lotte Department Store (Shenyang) Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Lotte Department Store (Tianjin) Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Lotte Trade Management (Uihae) Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Lotte Trade Management (Tianjin) Ltd.

100.00%

Lotte Engineering & Construction Co., Ltd.

Lotte Sung Construction (Beijing) Ltd.

100.00%

Lotte Information Technology Co., Ltd.

Lotte New Technology (Beijing) Ltd.

100.00%

Lotte New Technology (Beijing) Ltd.

Lotte New Technology (Shenyang) Ltd.

100.00%

Swift Harvest Ltd.

Lotte Younghang Mart (Shanghai) Ltd.

100.00%

Lotte Chilsung Beverage Co., Ltd.

Lotte Oh Deo Ri Beverage Ltd.

100.00%

HOTEL LOTTE Holdings HK Limited

Lotte Yu Rak (Shenyang) Ltd.

100.00%

HOTEL LOTTE Holdings HK Limited

Lotte Duty Free Beijing Co., Ltd.

100.00%

Lotte Capital Co., Ltd.

Lotte Yoong Ja JoIm (China) Ltd.

100.00%

Lotte Chilsung Beverage Co., Ltd.

Lotte Changbaek Beverage Ltd.

100.00%

Lotte Chilsung Beverage Co., Ltd.

Lotte JuEop (Beijing) Ltd.

100.00%

LOTTE PROPERTIES (CHENGDU) HK LIMITED

Lotte Jisan (Chengdu) Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Lotte Mart Co., Ltd.

100.00%

Lotte Aluminium Co., Ltd.

Lotte PoJang (Beijing) Ltd.

40.00%

LOTTE ASSET MANAGEMENT (HK) LIMITED

Lotte HangMokJaSoon (Shanghai) Ltd.

100.00%

Lotte Chemical Corporation

Lotte Chemical (Gaheung) Ltd.

100.00%

Nam Tong Gang Poong Chi Eop Ltd.

Nam Tong Gang Poong Changjeo Ltd.

100.00%

Hong Fung Ltd.

Nam Tong Gang Poong Chi Eop Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Nam Tong Geum Woo Chi Eop Ltd.

100.00%

Gang So Lotte Ma Teuk Sang Eop Ltd.

Nam Tong Deok Shin Chi Eop Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Nam Tong Mi Rim Chi Eop Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Nam Tong Bu Mu Chi Eop Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Nam Tong Bu Hwa Chi Eop Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Nam Tong Bun Dal Chi Eop Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Nam Tong Yo Dong Chi Eop Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Nam Tong Chun Hwi Chi Eop Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Nam Tong Hwi Hang Chi Eop Ltd.

100.00%

Daehong Communications Co., Ltd.

Daehong Advertisement (Shanghai) Ltd.

100.00%

Lotte Holdings Co., Ltd.

Lotte Corporation

100.00%

Lotte Strategic Investment Co., Ltd.

Lotte Real Estate Corporation

100.00%

Lotte Holdings Co., Ltd.

Lotte International Co., Ltd.

100.00%

Lotte Chemical Corporation

Samkang Lotte Huagong Ltd.

50.00%

Shaghai Hyundai Asia Shipping International Freight Forwarding Co.Ltd.

Shanghai Hyundai ARyun Logistics Ltd.

100.00%

Gang So Lotte Ma Teuk Sang Eop Ltd.

Seoju Lotte Mart Co., Ltd.

100.00%

Lotte Shopping Co., Ltd.

Shim Yang Shim Lak Jeon Young Investment Management Ltd.

49.00%

NamTong Deok Shin Chi Eop Ltd.

Yeon Woon HangIk Sang Chi Eop Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Yo Nyeong Lotte Mart Co., Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Je Gi Deok Sung Chi Eop Ltd.

100.00%

Lotte Strategic Investment Co., Ltd.

L 10th Investment Company Co., Ltd.

100.00%

Lotte Strategic Investment Co., Ltd.

L 11th Investment Company Co., Ltd.

100.00%

Lotte Strategic Investment Co., Ltd.

L 12th Investment Company Co., Ltd.

100.00%

Lotte Strategic Investment Co., Ltd.

L 1st Investment Company Co., Ltd.

100.00%

Lotte Holdings Co., Ltd.

L 2nd Investment Company Co., Ltd.

100.00%

L 2nd Investment Company Co., Ltd.

L 3rd Investment Company Co., Ltd.

100.00%

L 2nd Investment Company Co., Ltd.

L 4th Investment Company Co., Ltd.

100.00%

L 2nd Investment Company Co., Ltd.

L 5th Investment Company Co., Ltd.

100.00%

L 2nd Investment Company Co., Ltd.

L 6th Investment Company Co., Ltd.

100.00%

Lotte Strategic Investment Co., Ltd.

L 7th Investment Company Co., Ltd.

100.00%

Lotte Strategic Investment Co., Ltd.

L 8th Investment Company Co., Ltd.

100.00%

Lotte Strategic Investment Co., Ltd.

L 9th Investment Company Co., Ltd.

100.00%

Lotte Holdings Co., Ltd.

Ginza Cozy Corner Corp.

100.00%

Lotte Holdings Co., Ltd.

Lotte Co., Ltd.

100.00%

Lotte Co., Ltd.

Lotteria Co., Ltd.

100.00%

Lotte Co., Ltd.

Lotte Service Co., Ltd.

100.00%

Lotte Holdings Co., Ltd.

Lotte Strategic Investment Co., Ltd.

31.00%

Lotte Holdings Co., Ltd.

Lotte Ice Co., Ltd.

100.00%

Kwangyoon Co., Ltd.

Lotte Holdings Co., Ltd.

28.10%

Lotte Holdings Co., Ltd.

Meri Chocolate Company Co., Ltd.

100.00%

Lotte Co., Ltd.

Chiba Lotte Marines Corp.

81.90%

Lotte Strategic Investment Co., Ltd.

Family Corp.

24.90%

NanTong Bu Hua Chi Eop Ltd.

Ji Ju Shibu Hua Chi Eop Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Chengdu Lotte Mart Co., Ltd.

75.20%

NanTong Bun Dal Chi Eop Ltd.

Chi Bak Bun Dal Chi Eop Ltd.

100.00%

Lotte Co., Ltd.

Krispy Kreme Doughnuts Japan Corp.

20.00%

Lotte Chemical Corporation

Ho Seok Chemical Trade (Shanghai) Ltd.

100.00%

Lotte Shopping Holdings (Hong Kong), Ltd

Hoe An Man Shin Chi Eop Ltd.

100.00%

NanTong Bu Hua Chi Eop Ltd.

Heung Hwa Shi Baek Chang Chi Eop Ltd.

100.00%

The data is current as of late September, 2016. Share ratio is based on the biggest investor.
The investor with highest share in Kwangyoon Co., Ltd., Midori Trade Co., Ltd., Lotte Green Service Co. Ltd., Market Vision Co., Ltd., LOTTE HOTEL BEVERAGE (NYP), LLC are individuals.




a.


c. Executives holding concurrent positions in affiliates

Name

Name of Affiliates

Positions

Full-time/Part-time

Kyukho Shin

Busan Lotte Hotel, Co., Ltd.

Internal Director

Part-time

Lotte Engineering & Construction Co., Ltd

Non-standing Executive Director

Part-time

Lotte Giants Co., Ltd.

Internal Director

Part-time

Lotte Aluminium Co., Ltd.

Non-standing Executive Director

Part-time

Dongbin Shin

Hotel Lotte Co., Ltd.

Representative Director

Full-time

Canon Korea Business Solution INC.

Internal Director

Part-time

FLR Korea Co., Ltd.

Non-standing Executive Director

Part-time

Lotte Chemical Co., Ltd.

Representative Director

Full-time

Lotte Confectionary Co., Ltd.

Representative Director

Full-time

Lotte Culture Foundation

Director

Part-time

Youngja Shin

Lotte Engineering & Construction Co., Ltd

Non-standing Executive Director

Part-time

Lotte Giants Co., Ltd.

Internal Director

Part-time

Daehong Communications Co., Ltd.

Non-standing Executive Director

Part-time

Lotteria Co., Ltd.

Non-standing Executive Director

Part-time

S&S International Co.,Ltd.

Representative Director

Full-time

Lotte Welfare Foundation

Director

Full-time

Lotte Scholarship Foundation

Director

Full-time

Lotte Samdong Welfare Foundation

Director

Full-time


d. Share ratio of affiliates

(As of 30 September 2016) (Unit: %)

Division

Investee company

Lotte Confectionery

Lotte Chilsung Beverage

Lotte

Food

Lotte

Aluminium

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


18.3

9.3





7.9

30.0

13.6





8.9


8.5

4.6


6.1

Lotte Chilsung Beverage



9.3


3.2



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 Aluminium

15.3

8.4



9.6


6.2


5.0



2.6


5.6







Lotte Construction








1.0











11.8


Hotel Lotte

3.2

5.8

8.9

25.0

41.4

0.2

34.6

8.8


18.8

12.7

8.0

16.3

28.9


31.1

13.1

8.8

26.6

2.9

Hotel Lotte Pusan



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




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

33.9






1.7







4.6



Korea Fuji Film








7.9

9.0










1.7


Daehong Communications

3.3














2.9


13.9


8.2

28.5

Lotte Corporation











31.3










Lotte Capital





















Lotte Data Communication





5.1



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

Hi-mart





















Aegis First





















Hyundai Logistics





















Lotte rental





















Woori Home Shopping





















Lotte Members






















Lotte Fine Chemical





















Total

21.8

32.6

36.4

42.1

93.1

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

Lotte MRC

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

Hotel Lotte Pusan

Han Paysys

Investor Company

Lotte Confectionary

16.5









7.2











Lotte Chilsung Beverage


50.0








14.2




100.0

100.0






Lotte Food





















Lotte Aluminium





















Lotte Construction










11.8











Hotel Lotte










7.2


23.7









Hotel Lotte Pusan



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

















22.7




Hyundai Information Technology





















Chungbuk Soju





















Lotte Incheon Development





















Canon Korea Business Solutions





















Lotte

Hi-mart





















Aegis First





















Hyundai Logistics





















Lotte rental





















Woori Home Shopping





















Lotte Members






















Lotte Fine Chemical





















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

74.7

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

Inchon 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

STL

Investor Company

Lotte Confectionary





















Lotte Chilsung Beverage


















100.0



Lotte Food





















Lotte Aluminium





















Lotte Construction





















Hotel Lotte

46.7




100.0
















Hotel Lotte Pusan





















Lotte International





















Lotte Shopping


100.0


95.0








99.8





56.3



50.0

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








59.7






Lotte Card







95.0














Lotte.com





















Lotte Station Building

















30.0




Lotte Insurance





















Sambark LFT





















MYbi





















Korea Seven



100.0


















Lotte Asset Development

20.4



5.0






30.2







9.4




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

Hi-mart





















Aegis First





















Hyundai Logistics





















Lotte rental





















Woori Home Shopping





















Lotte Members






















Lotte Fine Chemical





















Total

67.1

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

59.7

99.9

100.0

100.0

90.0

50.0



Division

Investee Company

CS Mart

Jangkyo PFV

Lotte Hi-mart

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

Hyundai Logistics

Hyundai Costco Logistics

Lotte Members

Lotte Shopping Town Daegu

Lotte Duty Free Jeju

Lotte rental

Investor Company

Lotte Confectionary














1.8







Lotte Chilsung Beverage








86.1






1.8







Lotte Food










50.0




1.9







Lotte Aluminium





















Lotte Construction




4.8





14.9












Hotel Lotte


85.5


28.8



85.0


12.5





6.9





100.0

20.8

Hotel Lotte Pusan

















1.0



10.8

Lotte International





















Lotte Shopping

99.9


65.3

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




95.0

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

Hi-mart




















4.9

Aegis First















88.8






Hyundai Logistics
















51.0





Lotte rental





















Woori Home Shopping




















8.6

Lotte Members

















0.0





Lotte Fine Chemical





















Total

99.9

95.0

65.3

62.5

100.0

50.0

95.0

86.1

54.9

50.0

95.0

87.0

100.0

35.0

88.8

51.0

99.4

100.0

100.0

50.0

Division

Investee Company

Lotte Auto Lease

Lotte Auto Care

Green Car

Lotte Town Dongtan

JG Industrial development

Lotte Accelerator

Lotte Fine Chemical

Hantok Chemical

S-EnPol

Lotte Ulsan Development

Sweet with

Lotte Advanced Materials

Investor Company

Lotte Confectionary











100.0


Lotte Chilsung Beverage













Lotte Food













Lotte Aluminium













Lotte Construction




40.0






2.0



Hotel Lotte






16.7







Hotel Lotte Pusan













Lotte International













Lotte Shopping




50.0


16.7




96.0



Lotte Logistics













Lotteria













Lotte Chemical






16.7

31.1





90.0

Korea Fuji Film













Daehong Communications













Lotte Corporation













Lotte Capital













Lotte Data Communication













Lotte Card













Lotte.com






16.7







Lotte Station Building













Lotte Insurance













Sambark LFT













MYbi













Korea Seven













Lotte Asset Development




10.0









Buy the Way













Lotte DF Global













eB Card













Hyundai Information Technology













Chungbuk Soju













Lotte Incheon Development













Canon Korea Business Solutions













Lotte

Hi-mart













Aegis First













Hyundai Logistics













Lotte rental

100.0

100.0

92.0


100.0








Woori Home Shopping













Lotte Members














Lotte Fine Chemical







1.3

50.0

100.0




Total

100.0

100.0

92.0

100.0

100.0

66.7

32.4

50.0

100.0

98.0

100.0

90.0

S&S International and SDJ are excluded from the list of investee companies as they have no shares owned by other affiliates.

2. Equity investments

(As of 30 September 2016) (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

157,380

-

-

-

900,000

25

157,380

728,223

42,185

Daehong Communications (unlisted)

1996.12.23

Equity investment

6,277

13,600

34

28,785

-

-

-

13,600

34

28,785

681,051

14,572

Lotte.com (unlisted)

2000.01.05

Equity investment

2,000

3,064,000

50.01

23,177

-

-

-

3,064,000

50.01

23,177

194,553

3,878

Lotte Card (unlisted)

2002.11.30

Equity investment

34,701

70,088,853

93.78

1,000,089

-

-

-

70,088,853

93.78

1,000,089

9,402,558

119,811

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

6,360,125

88,858

Lotteria (unlisted)(2)

2001.12.27

Equity investment

39,719

186,062

38.68

112,864

-

-

-

186,062

38.68

112,864

1,067,537

-14,013

FRL Korea (unlisted)

2004.12.16

Equity investment

2,940

2,352,000

49

24,827

-

-

-

2,352,000

49

24,827

654,489

91,461

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

839,646

22,317

Lotte Assets Development (unlisted)(2)

2007.07.31

Equity investment

30

15,775,274

39.14

72,890

-

-

-

15,775,274

39.14

72,890

614,741

-14,299

Zara Retail Korea (unlisted)

2007.01.18

Equity investment

130

302,600

20

16,106

-

-

-

302,600

20

16,106

173,144

-2,676

Korea Seven (unlisted)

2009.09.25

Equity investment

28,184

18,526,176

51.14

82,473

-

-

-

18,526,176

51.14

82,473

1,088,339

10,365

Lotte Gimhae Development (unlisted)

2010.03.18

Equity investment

300

60,000

100

300

-

-

-

60,000

100

300

1,296

157

Lotte Suwon Station Shopping Town (unlisted)

2010.04.30

Equity investment

48

19,000,000

95

94,810

-

-

-

19,000,000

95

94,810

355,624

-12,943

NCF (unlisted)

2010.12.30

Equity investment

18,876

598,800

99.8

20,059

-

-

-

598,800

99.8

20,059

45,827

191

Lotte Giants (unlisted)

1982.04.21

Equity investment

30

6,000

30

823

1,800,000

9,000

-

1,806,000

30

9,823

30,157

-15,931

Lotte Songdo Shopping Town (unlisted)(2)

2011.06.27

Equity investment

40,000

12,000,000

56.3

60,000

-

-

-

12,000,000

56.3

60,000

240,931

-1,911

STL (unlisted)

2011.08.24

Equity investment

1,000

800,000

50

4,000

-

-

-

800,000

50

4,000

4,623

-1,458

Lotte International (unlisted)

2006.11.30

Equity investment

1,000

247,915

27.68

92,782

-

-

-

247,915

27.68

92,782

1,204,857

16,096

CS Mart (unlisted)

2012.01.16

Equity investment

244,880

12,761,250

99.95

255,826

-

-

-

12,761,250

99.95

255,826

156,077

10,119

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

2,905,213

106,595

D-Cinema of Korea

(unlisted)

2008.01.28

Equity investment

1,500

300,000

50

-

-

-

-

300,000

50

0

35,074

6,931

S.M.CONTENTS INVESTMENT (unlisted)

2009.10.01

Equity investment

2,500

175

25

1,750

-

-

-

175

25

1,750

6,522

-59

Capital One

Diversity Cinema Special Investment Association (unlisted)

2010.03.18

Equity investment

1,000

100

20

364

-

-

-

100

20

364

3,233

-719

UNION INVESTMENT PARTNERS (unlisted)

2011.01.03

Equity investment

4,000

400

26.67

4,000

-

-

-

400

26.67

4,000

14,157

-1,358

Capital One Middle-Low Budget Cinema Fund (unlisted)

2011.05.24

Equity investment

3,000

30

25

3,000

-

-1,350

-

30

25

1,650

10,053

-1,413

TW No.14 Culture Contents Fund

(formerly, CJ Venture Investment No.14 Culture Contents Fund) (unlisted)

2011.11.02

Equity investment

6,000

60

30

6,000

-

-

-

60

30

6,000

16,706

-3,677

BNK Financial Group (formerly, BS Financial Group) (listed)

1987.09.23

Equity investment

2,775

6,561,494

2.56

55,248

1,982,332

14,138

-437

8,543,826

2.62

68,949

90,279,548

530,471

Shinhan Financial Group (listed)

1997.12.31

Equity investment

637

311,118

0.07

12,305

-

-

-483

311,118

0.07

11,822

370,539,622

2,445,958

Bichae Nuri Development

(unlisted)

2008.06.09

Equity investment

150

171,600

3

-

-

-

-

171,600

3

-

3,513

-388

SPARX Asset Management Korea Co., Ltd. (formerly, Cosmo Investment) (unlisted)(2)

2009.03.27

Equity investment

8,165

65,680

7.76

15,107

-

-

-43

65,680

7.76

15,064

50,549

1,733

Lotte Logistics

(unlisted)

2007.09.28

Equity investment

4,000

66,308

4.64

13,865

-

-

1,690

66,308

4.64

15,555

849,151

27,742

TW No.12 Global Contents Fund

(formerly, CJ Venture Investment No.12 Global Contents Fund) (unlisted)

2009.11.20

Equity investment

1,500

15

3.58

1,500

-

-

-

15

3.58

1,500

27,603

-7,178

East Gate Media Contents & Technology Fund (unlisted)

2010.08.30

Equity investment

5,000

50

14.71

5,000

-

-1,324

-

50

14.71

3,676

29,198

-3,199

ISU-Renaissance Contents Fund (unlisted)

2011.01.13

Equity investment

2,000

40

13.33

2,000

-

-

-

40

13.33

2,000

9,325

784

Union Global Contents Fund (unlisted)

2011.11.04

Equity investment

4,000

2,000

16.18

20,000

-

-

-

2,000

16.18

20,000

113,521

-2,794

Michigan Global Contents Fund #3 (unlisted)

2012.08.24

Equity investment

2,000

200

13.33

2,000

-

-

-

200

13.33

2,000

12,204

-2,707

Leading Asia Contents Fund (unlisted)

2012.09.18

Equity investment

4,000

400

21.01

4,000

-

-

-

400

21.01

4,000

15,726

-2,047

D.CAMP (unlisted)

2013.08.29

Equity investment

4,000

40

15.09

4,000

-

-

-

40

15.09

4,000

26,109

-361

LOTTE VIETNAM SHOPPING JOINT STOCK COMPANY (formerly, LOTTE VIETNAM SHOPPING CO., LTD.)

(unlisted)(1)

2006.12.15

Equity investment

3,749

-

100

125,243

-

-125,243

-

-

-

-

435,575

-26,417

Lotte Europe Holdings B.V.

(unlisted)

2008.05.30

Equity investment

124,379

249,395

26.98

87,504

-

-

-

249,395

26.98

87,504

490,633

-105,768

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

2008.10.27

Equity investment

259

1,150,460,831

100

376,712

158.319.920

68,725

-75,255

1,308,780,751

100

370,182

1,195,329

-430,468

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

2008.10.28

Equity investment

101

304,975,194

100

298,959

205,757,937

339,311

-

510,733,131

100

638,270

318,693

-37,416

Coralis S.A. (unlisted)

2009.10.29

Equity investment

17,418

787,461

45

55,131

45

4,474

-

787,506

45

59,605

437,966

-55,063

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

2008.01.18

Equity investment

33,219

-

36.79

-

-

-

-

-

24.80

-

20,399

-72,610

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

2008.06.02

Equity investment

183,033

-

100

-

-

-

-

-

-

-

149,837

-26,008

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

2008.07.24

Equity investment

2,107

-

40

-

-

-

-

-

-

-

61,173

-22,050

PT.Lotte Shopping Indonesia (unlisted)

2008.11.20

Equity investment

219,737

2,622,812

55

214,068

-2,622,812

-214,068

-

-

-

-

269,260

11,039

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

2008.05.02

Equity investment

3,000

-

90

19,298

-

10,299

-

-

90

29,597

69,634

-3,509

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

983,482

-27,991

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

2010.11.16

Equity investment

752

-

49

1,496

-

-

-

-

49

1,496

2,470

40

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

2011.06.24

Equity investment

2,048

-

49

9,423

-

-

-

-

49

9,423

17,597

791

Hemisphere Film Investors II LLC (unlisted)(1)

2011.07.29

Equity investment

578

-

100

19,727

-

-1,738

-

-

100

17,989

19,359

-1,043

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

436,070

-6,998

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

2012.03.19

Equity investment

6,232

-

70

6,232

-

-

-

-

70

6,232

7,945

-7

momo.com Inc

(formerly, Fubon Multimedia Technology Co., Ltd.) (unlisted)

2012.03.07

Equity investment

38,771

7,319,420

5.15

55,491

-

-

-1,688

7,319,420

5.15

53,803

322,837

37,796

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

2012.09.19

Equity investment

1,735

-

49

7,173

-

884

-

-

49

8,057

18,252

-1,403

Lotte Incheon Development Co., Ltd. (unlisted)

2012.12.11

Equity investment

50

3,000,000

37.5

15,000

-

-

-

3,000,000

37.5

15,000

977,008

-6,897

Lotte Food Co., Ltd.(2)

2013.01.01

Equity investment

-

47,180

3.45

44,774

-

-

-12,361

47,180

3.45

32,413

1,287,586

50,274

Hyundai Green Food Co., Ltd.

2013.01.01

Equity investment

-

132,326

0.14

3,282

-

-

-1,152

132,326

0.14

2,130

1,954,105

91,455

LOTTE HOTEL & RETAIL VIETNAM PTE. LTD. (unlisted)(2)

2013.01.01

Equity investment

-

12,380,000

20

14,185

-

-

-

12,380,000

20

14,185

72,949

-20

LHSC Limited (unlisted)(2)

2013.01.01

Equity investment

-

27,425,378

16.02

-

-

-

-

27,425,378

16.02

-

30,455

-164,324

Lotte Incheon Town Co., Ltd. (unlisted)

2014.05.19

Equity Investment

50

700,000

35

3,500

-

-

-

700,000

35

3,500

98,994

52

Lotte Department Store Masan (unlisted)

2014.09.16

Equity Investment

4,200

3,300,000

100

16,500

-

-

-

3,300,000

100

16,500

67,825

-4,225

Aegis First (unlisted)(2)

2014.09.25

Equity Investment

6,074

121,477

-

5,477

-

-

-905

121,477

-

4,572

1,150,497

10,089

Eunpyeong PFV (unlisted)

2014.09.12

Equity Investment

3,500

350,000

20.11

3,500

-

-

-

350,000

20.11

3,500

259,180

-6,589

Lotte Members (unlisted)

2015.01.01

Equity investment

12,065

845,537

93.78

12,065

-

-

-

845,537

93.78

12,065

179,446

153

Lotte Town Dongtan (unlisted)

2015.10.22

Equity investment

35,000

3,500,000

50

35,000

-

-

-

3,500,000

50

35,000

69,167

-483

Lotte Accelerator

(unlisted)

2016.01.29

Equity investment

2,500

-

-

-

500,000

2,500

-

500,000

16.67

2,500

-

-

Lotte Ulsan Development

(unlisted)

2016.02.25

Equity investment

10,000

-

-

-

4,780,000

23,900

-

4,780,000

95.98

23,900

-

-

Busan Lotte Creative Film Fund (unlisted)

2016.02.26

Equity investment

2,500

-

-

-

600

6,000

-

600

47.62

6,000

-

-

Korea Investment Global Contents Investment Cooperation

(unlisted))

2016.03.01

Equity investment

2,400

-

-

-

420

4,200

-

420

6.22

4,200

-

-

Desirelab (unlisted)

2016.04.04

Equity Investment

30

-

-

-

1,714

30

-

1,714

15.01

30

-

-

IBK-ISU Contents Fund

2016.09.20

Equity Investment

1,750

-

-

-

175

1,750


175

35.00

1,750

-

-

Total

-

-

5,548,074

-

141,488

-85,608

-

-

5,603,954

-

-

Notes:

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

(2) The Company owns preferred shares of Aegis First and thus is excluded from the computation of share ratio. The Company owns 121,477 shares out of 4,765,308 total preferred shares, and its preferred share ratio is 2.55%.

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).

The share ratios of the above investee companies are based on common shares and exclude redeemable preferred shares.

Loss impairment for Lotte Shopping Holdings (Hong Kong) Co., Limited and SPARX Asset Management Korea Co., Ltd. was recorded last year.

Fiscal year ends in August for FRL Korea, January for Zara Retail Korea, February for STL and March for SPARX Asset Management Korea Co., Ltd.

Financial positions of the above investee companies for the recent business year are based on the year ended 31 December 2015.


VI. Shareholders

A. The Largest Shareholder and Specially Related Parties

(As of 30 September 2016) (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

300

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 Engineering & 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

22,082,361

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 2016) (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 38,881 shares, which is equal to a 0.12% interest in the Company.

1. Stock Price and Transaction Record

a. Domestic Stock Market

(Unit: Won, shares)

Category

April

2016

May

2016

June

2016

July

2016

August

2016

September

2016

Common stock price

Maximum

272,000

264,500

229,000

202,500

208,500

209,500

Minimum

253,500

223,500

198,500

193,000

193,000

198,000

Average

263,600

237,050

212,905

197,298

200,000

204,421

Transaction volume

Daily maximum

79,112

242,498

209,726

118,447

237,417

95,766

Daily minimum

17,697

26,212

31,261

29,523

32,807

33,282

Monthly total

770,715

1,286,599

1,485,785

1,266,264

1,757,740

1,008,415

b. Overseas Stock Market

Exchange: London Stock Exchange (Unit: USD)

Category

April

2016

May

2016

June

2016

July

2016

August

2016

September

2016

Common stock price

(US $)

Maximum

11.70

11.20

9.64

8.60

9.15

9.28

Minimum

10.85

9.39

8.29

8.41

8.49

8.76

Average

11.27

10.00

9.02

8.54

8.79

9.00

Common stock price

(won)

Maximum

13,627

13,045

11,228

9,428

10,031

10,174

Minimum

12,637

10,937

9,655

9.220

9,308

9,604

Average

13,131

11,650

10,502

9.359

9,631

9,862

Transaction volume

Daily maximum

1,800

11,600

900

1.893

1,530

1,499

Daily minimum

16

29

1

110

100

100

Monthly total

8,339

15,729

2,901

2,673

4,228

5,455

As of 30 September 2016 (exchange rate of USD 1.00 = KRW 1,096.30)

GDS (global depositary share) per share 20 issued with a ratio per 1GDS was issued to the 20.67
(exchange rate of USD 1.00 = KRW 967.8)

VII. Executives and Employees

A. Status of Executives and Employees

1. Executives

Registered Executives

(As of 30 September 2016)

(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

-

2015.3.20
~

2017.3.19

2017.03.19

Dongbin Shin

1955.02

Chairman

Inside Director

4,237,627

-

2016.3.22

~

2018.3.21

2018.03.21

Wonjoon Lee

1956.11

President

Representative Director

300

-

2016.3.22

~

2018.3.21

2018.03.21

Youngja Shin

1942.10

Inside Director

Inside Director

232,818

-

2016.3.22

~

2018.3.21

2018.03.21

Soogeun Kwak

1953.08

Outside Director

Outside Director

-

-

2016.3.22

~

2018.3.21

2018.03.21

Jeongsuk Moon

1955.03

Outside Director

Outside Director

-

-

2015.3.20

~

2017.3.19

2017.03.19

Hyeryeon Kang

1957.07

Outside Director

Outside Director

-

-

2015.3.20

~

2017.3.19

2017.03.19

JaeWon Lee

1958.02

Outside Director

Outside Director

-

-

2016.3.22

~

2018.3.21

2018.03.21

JaeWan Bahk

1955.01

Outside Director

Outside Director

-

-

2016.3.22

~

2018.3.21

2018.03.21

SeokYoung Choi

1955.10

Outside Director

Outside Director

-

-

2016.3.22

~

2018.3.21

2018.03.21

Outside directors Taehyeon Kim and Byungkee Ko resigned on 18 March 2016.

Dongbin Shin, Youngja Shin, Inwon Lee, Wonjoon Lee were reappointed as representative and inside director on 18 March 2016, and Soogeun Kwak was reappointed as outside director, and JaeWon Lee, JaeWan Bahk, SeokYoung Choiwere appointed as outside directors on the same date.

2016.09.08 Inwon Lee, vice president, was excluded from registered officer.

Executivesholdingconcurrent positions in other companies

Name

Name of Affiliates

Positions

Kyukho Shin

Busan Lotte Hotel, Co., Ltd.

Internal Director

Lotte Engineering & Construction Co., Ltd

Non-standing Executive Director

Lotte Giants Co., Ltd.

Internal Director

Lotte Aluminium Co., Ltd.

Non-standing Executive Director

Dongbin Shin

Hotel Lotte Co., Ltd.

Representative Director

Canon Korea Business Solution INC.

Internal Director

FLR Korea Co., Ltd.

Non-standing Executive Director

Lotte Chemical Co., Ltd.

Representative Director

Lotte Confectionary Co., Ltd.

Representative Director

Lotte Culture Foundation

Director

Youngja Shin

Lotte Engineering & Construction Co., Ltd

Non-standing Executive Director

Lotte Giants Co., Ltd.

Internal Director

Daehong Communications Co., Ltd.

Non-standing Executive Director

Lotteria Co., Ltd.

Non-standing Executive Director

S&S International Co., Ltd.

Representative Director

Lotte Welfare Foundation

Director

Lotte Scholarship Foundation

Director

Lotte Samdong Welfare Foundation

Director

Soogeun Kwak

LS Co., Ltd.

Outside Director

Jaewan Park

Samsung Electronics Co., Ltd.

Outside Director

As of 30 September 2016

Non-registered Executives

(As of 30 September 2016) (Unit: shares)

Name

Date of birth
(yyyy.mm)

Position

Duties

Common shares

Jinse So

1950.05

President

External Coordination

142

Gakgyu Hwang

1955.04

President

Operations

65

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

Jaechan Lee

1960.02

Senior Managing Director

Communications

Jonghyeon Kang

1964.05

Senior Managing Director

Operations

Jaeyoon Suh

1958.06

Senior Managing Director

China

Changrak Kim

1957.12

Senior Managing Director

Department Store Product 1

219

Wansin Lee

1960.10

Senior Managing Director

Department Store Marketing

386

Janghwa Lee

1959.06

Senior Managing Director

Department Store Business 1

100

Hoju Jang

1960.08

Senior Managing Director

Department Store Finance

100

Yoonnchul Noh

1961.04

Senior Managing Director

Department Store New business


Yongpyo Moon

1962.04

Senior Managing Director

Mart Customer

32

Yeongkyun Kim

1960.10

Senior Managing Director

Mart MD strategy

30

Hosung Park

1958.09

Senior Managing Director

Mart VIC Market product

202

Chunseok Choi

1960.03

Senior Managing Director

Representative Director (Supermarket)

86

Wonchun Cha

1957.12

Senior Managing Director

Representative Director (Cinema)

Soochan Ko

1962.09

Managing Director

Operations

Seokhwan Lee

1967.08

Managing Director

Communications

Ikwoo Nam

1962.01

Managing Director

Operations

Jonghyun Lee

1963.04

Managing Director

Public relation

Hyunok Kim

1969.07

Managing Director

Legal

Taewan Kim

1965.03

Managing Director

Vision Strategy

Wonkyu Ki

1966.02

Managing Director

Human resources

Youngjae Cho

1966.04

Managing Director

Operations

156

Woochul Cha

1968.01

Managing Director

Audit Director

16

Yongseok Hwang

1970.02

Managing Director

Corporate culture

16

Chansoo Kim

1965.03

Managing Director

Distribution CFD

Jinsung Lee

1969.02

Managing Director

Future Strategy Center

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

186

Minyeol Ryu

1966.03

Managing Director

Department Store Business 3

171

Giljo Woo

1966.08

Managing Director

Department Store MD strategy

50

Jun Jang

1958.12

Managing Director

Department Store Design

87

Changhui Nam

1966.10

Managing Director

Mart Grocery MD

96

Jookyung Yoon

1965.04

Managing Director

Mart Indonesia retail

71

Daesik Jang

1966.12

Managing Director

Mart law observance

Seunghee Kim

1965.04

Managing Director

Supermarket membership development

Jonghuan Kim

1962.05

Managing Director

Supermarket sales

32

Wonho Jung

1969.02

Managing Director

Supermarket product

55

Gwanro Lee

1963.02

Managing Director

Cinema sales

32

seonghyeon Gang

1970.01

Managing Director

lohb's Executive President

Sunghack Lee

1965.12

Director

Communications

Youngchul Jung

1971.05

Director

Secretary

Byeonghui Lee

1969.03

Director

Communications

seokkyun Kim

1968.07

Director

Finance

InKu Park

1967.10

Director

Strategy & Insight Center

hongchul Kim

1970.01

Director

Audit Director

Younghwan Lee

1970.06

Director

Human resources

55

Wonjae Kim

1968.04

Director

Finance

Jaehong Lee

1970.05

Director

Strategy & Insight Center

Jinsung Heo

1970.06

Director

Audit Director

Unseong Baek

1965.06

Director

Welfare

71

Gwangchul Shin

1967.11

Director

Strategy & Insight Center

29

Changhee Choi

1972.03

Director

Future Strategy Center

Myeongseob Shim

1970.01

Director

Future Strategy Center

Hyeyoung Kim

1969.11

Director

Future Strategy Center

Hyungsik Jeon

1963.08

Director

Department Store Product 2

164

Younsung Jung

1965.03

Director

Department Store Jamsil branch

119

Gyuwan Hwang

1965.02

Director

Department Store main branch

121

Choulwon Jang

1963.08

Director

Department Store GF business

41

Hoseol Lee

1970.07

Director

Department Store Youngdeungpo branch

94

Taeheung Nam

1964.12

Director

Department Store Cheongnyangni

90

Daesu Kim

1967.09

Director

Department Store Nowon branch

50

Jungho Song

1966.03

Director

Department Store Busan main branch

752

Wansu Park

1968.11

Director

Department Store Management support

123

Jaeok Lee

1970.01

Director

Department Store women's fashion

35

Seondae Lee

1970.01

Director

Department Store Public relations

Gidae Nam

1967.02

Director

Department Store Food products

132

Yeongsu Ha

1970.06

Director

Department Store Home appliances

53

Yeongtaek Yu

1969.06

Director

Department Store Gwangbok

40

Hyungkyu Lee

1967.01

Director

Department Store Pyeongchon branch

50

Younghwan Lee

1967.1

Director

Department Store Suwon branch

112

Jonghyeok Hyeon

1969.10

Director

Department Store Ulsan branch

40

Jieun Kim

1969.08

Director

Department StoreOverseas fashion

50

Joohyuk Park

1968.01

Director

Department Store gangnam branch

60

Younghwan Park

1968.11

Director

Department Store Marketing

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

174

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 Planning

80

Hyun Park

1971.09

Director

Department Store overseas business

77

Chimin Shin

1967.11

Director

Department Store Ethical management

40

Sangyoung Park

1968.02

Director

Department Store Men's sports

Junghyun Kim

1966.03

Director

Department Store Gwangju branch

100

Dongho Jang

1967.06

Director

Department Store Chengdu World Center branch

85

Yeon Na

1967.05

Director

Department Store Shopping mall East Busan branch

81

Eulgyoung Son

1970.02

Director

Department Store MD strategy

Woojin Bae

1971.04

Director

Department Store independence MD

50

Younghee Kim

1970.1

Director

Department Store Bundang branch

41

Myungg Kim

1975.06

Director

Department Store omni-channel


Gwani Lee

1969.01

Director

Mar Mobile business

Pyungkyu Hong

1962.11

Director

Mart Seoul sales

80

Wonsik Hong

1966.06

Director

Mart Vietnam

32

Minho Kang

1968.11

Director

Mart business strategy

10

Changyong Kim

1967.03

Director

Mart management support

Jihyun Han

1967.11

Director

Mart home furnishing

Joohee Woo

1967.03

Director

Mart fresh foods

32

Hakjae Lee

1966.04

Director

Mart overseas cooperation

32

Kyeongwoo Ryu

1966.10

Director

Mart Cooperation

Jaewoo Jeong

1971.08

Director

Mart processed foods

40

Heekyung Kim

1962.05

Director

Mart gyeonggi Southern sales

166

Eunmo Yang

1967.06

Director

Mart Incheon sales

31

Seungmu Heo

1965.02

Director

Mart china Finance

32

Yeongbae Ham

1962.02

Director

Mart Indonesia/Vietnam Finance

Yeongjun Cho

1971.01

Director

Mart China Hwa-dong

Gwonhee Cho

1965.01

Director

Mart yeongnam easten part sales

20

Sungmin Im

1968.03

Director

Mart Gwangju Honam Sales

Jaechul Lim

1972.11

Director

Mart Finance

10

Sanghae Kim

1968.10

Director

Mart yeongnam westen part sales

Seonmee Jeong

1966.02

Director

Mart global education

50

Hyunsun Suh

1971.09

Director

Mar MD innovation

Yoonkyung Kim

1970.03

Director

Mart marketing

Byeongjoon Choi

1971.03

Director

Mart SCM

Jeonghan Kim

1968.02

Director

Mart gyeonggi northern sales

Wonheon Jeong

1972.06

Director

Mart MobileMD

Heonseo Kang

1972.01

Director

Mart Daejeon Chungcheong sales

40

Kuneung Kim

1972.04

Director

Mart PB Sourcing

40

Jaehyung Seo

1964.10

Director

Supermarket marketing

Eunggeol Kim

1967.03

Director

Supermarket Planning

Youseok Jeon

1964.09

Director

Supermarket honam

Yoojin Kim

1965.06

Director

Supermarket development

Jongyoon An

1967.07

Director

Supermarket management support

Jong Un Kim

1970.09

Director

Supermarket development 1

15

Dong Ha Kim

1970.07

Director

Supermarket fresh foods

8

Jae Guk Lee

1971.12

Director

Supermarket development 2

15

Sangmoo Lee

1968.09

Director

Cinema movie

50

Hyeongsu Ji

1965.10

Director

Cinema management support

Eungyo Lee

1967.08

Director

Cinema management strategy

20

Heeseong Oh

1970.12

Director

Cinema new business

Kiwook Lee

1969.10

Director

Lohb's management support

2. Employees

(As of 30 September 2016) (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)

Employees without fixed terms

Fixed-term employees

Total

Total

Part-time employees

Total

Part-time employees

Department

Store

Male

2,038

-

-

0

2,038

12.9

118,272,557

58,091

Female

3,092

-

277

0

3,369

10.4

96,048,886

28,922

Discount

Store

Male

3,869

384

-

0

3,869

8.8

156,521,992

40,320

Female

9,785

8,694

-

0

9,785

5.3

168,997,211

20,869

Others

Male

2,124

-

234

0

2,358

5.8

73,017,226

31,458

Female

3,564

-

1,180

0

4,743

4.1

83,053,789

17,680

Total

24,472

9,078

1,691

0

26,162

7.0

695,911,660

28,573

Notes:

(1) Based on eight hour work days and an average total of24,588 employees.

The above table excludes temporary workers.

Up until the third quarter of 2014 with respect to the Company's discount mart business, employees who had worked less than two years were classified as contract employees according to the Company's internal standards. Since the third quarter of 2014, those workers are now classified as employees without fixed terms as they are essentially under an indefinite term contract.

Other businesses include the supermarket business, cinema business and H&B business.

Payment amounts in this report were prepared in accordance with accounting standards.

B. Compensation

Compensation of Directors

(Unit: million Won)

Category

Number of directors

Amount paid

Average per person

Registered Director

5

9,816

1,963

Outside Director

3

150

50

Audit Committee Member

3

133

44

Total

11

10,099

918

Compensation of 1 retired Director included on total Compensation of Directors

Compensation of Individual Directors

(Unit: million Won)

Name

Position

Amount paid

Note

Kyukho Shin

Executive Chairman

1,200

Consisting of1,200 million won in salary

Dongbin Shin

Chairman

1,000

Consisting of1,000 million won in salary

Inwon Lee

Vice-Chairman

6,770

Consisting of6,770 million won in salary

VIII. Transactions with Interested Parties

A. Transactions with the Largest Shareholder and its Affiliates

Not applicable.

B. Collateral


(Unit : 1 million Won)

Name(Corporation)

Relationship

Security providing asset

Security rights holder

Transactions

Others

Basic

Increase

Decrease

Evaluation

End of term

IGIS CORPORATION

Affiliates

Stock

Mizuho Bank Ltd.

5,477

-

-

(905)

4,572


The entire cost of stocks of IGIS I CORPORATION that Lotte Shopping Co., Ltd. retains (book value: 4,571,544,000 KRW) is provided as security to Mizuho Bank Ltd. regarding the loan of IGIS I CORPORATION.

C. Guarantee of Obligations

(Unit : local currency)

Company name (Debtor)

Guarantee

Guaranteed amount

Term of guarantee

Lotte Shopping RUS Ltd.

KEB

USD 5,000,000

2014.05.02. ~

2017.05.02.

Shandong Longzhile
Cinema Co., Ltd.

Shinhan Bank

CNY 24,000,000

2014.06.23. ~

2017.06.23.

International Business

Center Company limited

KEXIM

USD 15,000,000

2016. 04.06. ~

2019 04.06.

Standard Chartered Bank Korea

VND 110,000,000,000

2016.04.06. ~

2017.04.06.

Lotte Properties(Shenyang)
Limited

KEXIM

USD 30,500,000

2016. 03.30. ~

2019. 03.30.

Woori Bank

USD 31,500,000

2016. 04.25. ~

2019. 04.25.

Korea Development Bank

USD 57,500,000

2016. 05.04. ~

2019. 05.04.

LOTTE PROPERTIES
(CHENGDU)HK LIMITED

KEB

USD 140,000,000

2014. 03. 20. ~
2017. 03. 20.

Shinhan Bank

USD 50,000,000

Lotte Shopping Holdings
(Hong Kong) Co., Limited

Standard Chartered Bank Korea

USD 38,135,750

2014. 06. 03. ~
2017. 06. 02.

BNP Paribas

USD 38,135,000

Citibank, N.A. ,
Hong Kong Branch

USD 38,135,000

SMBC

USD 38,135,000

ING

USD 120,213,804

2015. 01. 20. ~
2018. 01. 19.

Shinhan Bank

HKD 8,000,000

2015. 11. 10. ~
2017. 11. 10.

HSBC

USD 95,297,610

2015. 11. 30. ~
2018. 11. 30.

BNP Paribas

USD 104,818,169

2016.05.16. ~

2019.05.16.

PT. LOTTE Shopping Avenue
Indonesia

DBS

USD 20,000,000

2014. 09. 23. ~
2017. 09. 23.

JP Morgan

IDR 200,000,000,000

2015. 12. 21. ~
2018. 12. 21.

Lotte Business Management (Tianjin) Co., Ltd.

BNP Paribas

CNY 150,000,000

2016.06.21. ~

2018.06.21.

LOTTE DEPARTMENT STORE (TIANJIN) CO., LTD.

KEB Hana Bank

CNY 170,000,000

2016.06.15.

~ 2018.06.15.

Lucky Pai (Shanghai) Trading Co., Ltd.

KEB Hana Bank

CNY 58,000,000

2015. 11. 26. ~
2017. 11. 26.

KEB Hana Bank

CNY 39,900,000

KEB Hana Bank

CNY 20,100,000

KEB Hana Bank

CNY 57,000,000

2016.02.29.~

2017.03.06.

Shinhan Bank

CNY 14,000,000

2015.11.19. ~

2016.11.15.

Industriall Bank of Korea

CNY 46,000,000

2016.01.15. ~

2017.01.13

Woori Bank

CNY 15,000,000

2016.03.03. ~

2017.03.02

Lotte Department Store (Shenyang) Co., Ltd.

BNP Paribas

CNY 50,000,000

2016.07.11 ~2018.07.11

Jiangsu Times Supermarket Co., Ltd

DBS

CNY 330,000,000

2016.08.30 ~ 2017.08.29

Besides the above guarantee of payment, the Company has guaranteed on the execution of contract of THE CINEMA OF KOREA with CJ CGV by 50% each during the VPF contract signing with THE CINEMA OF KOREA and the Twentieth Century Fox Film Corporation in October 2008.
The Company has guaranteed the execution of the contract of Burger King Japan Co., Ltd. regarding the loyalty contract (3.0% of the net sales, 25,000 USD per an opening of a new store) between Burger King Japan Co., Ltd. and BK ASIAPAC, PTE. Ltd.
As of the end of the current quarter, the Company has a contract of supplementing capital in case of difficulty of returning the original principal and interest by the issuing companies of H&D Able 2nd Corporation, Suwon Landmark 2nd Corporation, Invest Farmland Corporation, and KS 1nd Corporation, regarding the asset-backed corporate paper of Lotte Incheon Development Co., Ltd (face value of 700 billion KRW, due to expire on 23 February 2018), asset-backed corporate paper of Lotte Suwon Stn. Shopping Town (face value of 250 billion KRW, due to expire on 28 May 2018), electronic short-term private loan of Lotte Incheon Town (face value of 34 billion KRW, due to expire on 29 Dec 2016), and asset-backed corporate paper of Lotte Ulsan Development Co., Ltd (face value of 266 billion KRW, due to expire on 23 Nov 2018).
The Company has been providing a payment guarantee from 2014 on the rent that the Lotte Suwon Stn. Shopping Town has to pay to the landlord during the lending peiord (20 years).

d. Transaction of tangible assets

(Unit : 1 million Won)

Name (Corporation Name)

Relationship

Purpose of trade

Trade period

Object of trade

Trade amount

Lotte Engineering & Construction Co., Ltd.

Affiliate

Capital purchase

2016.01.01~2016.09.30

Tangible assets

199,545

Lotte Logistics Corporation

Affiliate

Capital purchase

2016.01.01~2016.09.30

Tangible assets

1,571

Lotte Department Store Masan

Affiliate

Capital purchase

2016.01.01~2016.09.30

Intangible assets

536

Lotte Aluminium Co., Ltd.

Affiliate

Capital purchase

2016.01.01~2016.09.30

Tangible assets

6,061

Lotte Data Communications Company

Affiliate

Capital purchase

2016.01.01~2016.09.30

Tangible assets

31,799

Daehong Communications

Affiliate

Capital purchase

2016.01.01~2016.09.30

Tangible assets

475

Hotel Lotte Co., Ltd.

Affiliate

Disposal of Capital

2016.01.01~2016.09.30

Tangible assets

143

Transactions under 100 million Won have been omitted. (Writing guide VII 10-1-2)

e. Sales of stocks and bonds

(Unit : 1 million Won)

Name (Corporation Name)

Relationship

Type of trade

Trade date

Object of trade

No. of stocks (*1)

Trade amount

Lotte Shopping Holdings
(Hong Kong) Co., Limited

Consolidated subsidiary

Recapitalization

29 Jan 2016

Lotte Shopping Holdings
(Hong Kong) Co., Limited common stock

34,000,000

41,025

Lotte Accelerator

Equity method applicable company

Recapitalization

31 Jan 2016

Lotte Accelerator common stock

500,000

2,500

Lotte Ulsan Development

Consolidated subsidiary

Recapitalization

25 Feb 2016

Lotte Ulsan Development common stock

2,000,000

10,000

Coralis S.A.

Equity method applicable company

Recapitalization

29 Feb 2016

Coralis S.A. common stock

45

4,474

Lotte Giants

Equity method applicable company

Recapitalization

7 Mar 2016

Lotte Giants common stock

1,800,000

9,000

LOTTE CINEMA VIETNAM
CO., LTD.

Consolidated subsidiary

Recapitalization

31 March 2016

LOTTE CINEMA VIETNAM
CO., LTD. common stock

-

10,299

Lotte Shopping Holdings(Hong Kong) Co., Limited

Consolidated subsidiary

Recapitalization

4 May 2016

Lotte Shopping Holdings
(Hong Kong) Co., Limited common stock

24,000,000

27,700

LOTTE SHOPPING HOLDINGS(SINGAPORE) PTE. LTD.

Consolidated subsidiary

Investment in kind

13 May 2016

PT. LOTTE SHOPPING
INDONESIA common stock

(2,622,812)

(214,068)

LOTTE VIETNAM SHOPPING JOINT STOCK COMPANY common stock

-

(125,243)

LOTTE SHOPPING HOLDINGS
(SINGAPORE) PTE. LTD. common stock

205,757,937

339,311

Shandong LongzhileCinema Co., Ltd.

Equity method applicable company

Recapitalization

27 May 2016

Shandong Longzhile
Cinema Co., Ltd. common stock

-

884

Hemisphere FilmInvestors II LLC

Equity method applicable company

capitalreduction

31 May 2016

Hemisphere Film
Investors II LLC common stock

-

(654)

Hemisphere FilmInvestors II LLC

Equity method applicable company

capitalreduction

26 July 2016

Hemisphere Film
Investors II LLC common stock


(1,085)

Lotte Ulsan Development

Consolidated subsidiary

Recapitalization

29 August 2016

Lotte Ulsan Development common stock

2,780,000

13,900

Transactions under 100 million Won have been omitted. (Writing guide VII 10-1-2)
(*1) Foreign corporations do not issue stocks due to the local regulations.

f. Operational trades with the major stockholder
- N/A.

g. Trades with concerned parties besides the major stockholder
- N/A.

IX. Other Relevant Matters

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

Date

Matters

Decision

46hGeneral Meeting of Shareholders

(18March 2016)

Agenda No. 1: Approval of the Company's 46hfiscal year financial statements

Agenda No. 2 Appointment of directors

-No. 2-1: Appointment of standing directors
-No. 2-2: Appointment of outside directors

-No. 2-3: Appointment of audit committee members


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


(1) Lotte Shopping Co., Ltd.
1) Cancellation of denial of rectification of VAT (Supreme Court 2015Du58959)

Classification

Content

Litigation date

- 09 Dec 2015

Litigants

- Plaintiff : Lotte Shopping Co., Ltd. and 1 other, Defendants : Head of Namdaemun Tax Office and 91 others.

Content of litigation

- Claim of rectification of VAT regarding transactions made with mileage and presented gift certificates, as they are considered as discounted transactions

Amount of litigation

- 10.7 billion won

Proceedings

- 1st trial on 24 Oct 2014 (2013GuHap57389): Lost
- 2nd trial on 29 Oct 2015 (2014Nu71704): Lost

- 3rd trial on 09 Dec 2015 (2015Du58959): in progress

- 2016. 04. 21 Case was filed with Supreme Cout En Banc

- 2016. 08. 26 Supreme Court vacate and remand the case to lower court

Further schedule and plan of litigation

- Currently, Supreme Court vacate and remand the case and oral proceedings will be expected in High Court

Impact of outcome on the Company

- As it is a litigation regarding a claim of rectification after the relevant VAT had already been paid, no additional loss is expected in case of a defeat.


2)Cancellation of denial of rectification of VAT (Seoul Administrative Court, 2015GuHap74999)

Classification

Content

Litigation date

- 24 Sep 2015

Litigants

- Plaintiff : Lotte Shopping Co., Ltd. and 1 other, Defendants : Head of Gangnam Tax Office and 107 others.

Content of litigation

- Claim of rectification of VAT regarding transactions made with mileage and presented gift certificates, as they are considered as discounted transactions

Amount of litigation

- 20.7 billion won

Proceedings

- 1st trial (Seoul Administrative Court 2015GuHap74999): In progress

Further schedule and plan of litigation

- A similar case of our Company is in progress (high court 2016Nu61817). We will respond based on the outcome.

Impact of outcome on the Company

- As it is a litigation regarding a claim of rectification after the relevant VAT had already been paid, no additional loss is expected in case of a defeat.


3)Claim for damages (Seoul Central District Court, 2014GaHap532526)

Classification

Content

Litigation date

- 14 May 2014

Litigants

- Plaintiff: Choongang Industrial Development Co., Ltd. Defendants: Rits Industrial Co., Ltd., Kyungdong Civil Engineering and Construction Co., Ltd., Lotte Shopping Co., Ltd., City of Cheongju

Content of litigation

- Claim for damage from violation of contract during exchange of implementation rights among implementing companies and implementation of project

Amount of litigation

- 24.1 billion won

Proceedings

- 1st trial in progress

Further schedule and plan of litigation

- 24 November 2016 will be the date of argument. Planning to respond based on the final outcome.

Impact of outcome on the Company

- Due to the low probability of defeat, a loss is not expected; will reasonably gauge the possibility of defeat and appropriate provisions.

4)Claim for damages (Seoul Central District Court, 2016GaHap527467 and 7 other cases)

Classification

Content

Litigation date

- 16 May 2016 and other dates

Litigants

- Plaintiff: Kang, Chan Ho and 475 others. Defendants: Lotte Shopping Co., Ltd and 22 others.

Content of litigation

- In relation to the damages incurred due to the cleansing agent for a humidifier (death and diseases), the bereaved families have filed a damage compensation suit against the manufacturer, seller and the government.

Amount of litigation

- 17.0 billion won

Proceedings

- 1st trial in progress

Further schedule and plan of litigation

- Procedures to reach an agreement on the compensation to be made is currently being carried out for the victim(s) with a ratings determination by the Korea Environmental Industry and Technology Institute

Impact of outcome on the Company

- It is a group litigation with 22 persons other than the Korean government as the defendants, and it is currently compute with the total value of the compensation to be agreed upon. (Impossible to confirm the details of the claims since it is a formative petition that has been filed.)


(2)
Lotte Card Co., Ltd.
1) Claim for damages (Seoul Central District Court, 2014GaHap11067 and 70 other cases)

Classification

Content

Litigation date

- 20 January 2014 and other dates

Litigants

- Eunyoung Kim and 48,201 others

Content of litigation

- Claim for psychological damage due to personal information leakage

Amount of litigation

- 22.9 billion won

Proceedings

- Seoul Central District Court, 2014GaHap11067 and 70 other cases in progress

Further schedule and plan of litigation

- 25 August 2016 Oral proceeding of representative case was proceeded in appellate court . Planning to respond based on the final outcome.

Impact of outcome on the Company

- The Company cannot reasonably predict the outcome of the 71 cases regarding personal information leakage, and 4.1 billion won has been appropriated for provision.


(3) Lotte Hi-mart Co., Ltd.

1) Claim for damages (Supreme Court, 2016Da24515)

Classification

Content

Litigation date

- 6 March 2013

Litigants

- Plaintiff : Lotte HiMart Co., Ltd. Defendant : Jonggu Seon

Content of litigation

- A suit was filed for wage increase without resolution of board of directors and breach of duty made by former CEO

Amount of litigation

- 16.8 billion won

Proceedings

-2015.07.03. Company partially won the case in the first instance court (2013 KaHab17761 Seoul Central District Court)
-2015.08.05. Company filed an appleal and the case is under 2nd instant court
-2016.06.30. Courts judgment was delivered (Company partially won the case)
-2016.07.06. Company was awarded 1.7 billion won additionally (including interest and litigation cost)
-2016.07.22. Both parties appealed to the Supreme Court respectively

Further schedule and plan of litigation

-Currently, legal principles are reviewed by a bench in the Supreme Court and we have a plan to respond thereto depending on how things go

Impact of outcome on the Company

- Based on the judgment delivered by the Supreme Court, additional profit or cost may be gained or incurred

Standard for important litigations of the Company: Litigations that significantly affect the finance of the Company, or litigations with a litigation amount over 10 billion won.
Further information can be found in note 36 (on contingent liabilities and contract details) of 3. Group Accounts and note 35 (on contingent liabilities and contract details) of 5. Financial Statements of III. Finance-related contents.

2. Bills or checks provided as collateral

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. With the advent of the period of exercising during the current half year, exercising of the call option was notified to Aegis First and the procedure for the stock purchase contract in accordance with the exercising of the call option as at the end of the current half year is being carried out. On the other hand, the entire amount of the stocks of Aegis First (with book value of 4,571,544,000 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

- N/A

4. Other Contingent Liabilities

a. Detail of paymentguarantees 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.

(Unit : local currency)

Company name (Debtor)

Guarantee Institution

Guaranteed amount

Guarantee period

Others

Lotte Shopping RUS Ltd.

KEB

USD 5,000,000

2014.05.02. ~

2017.05.02.

Guarantee of payment for financing

Shandong Longzhile
Cinema Co., Ltd.

Shinhan Bank

CNY 24,000,000

2014.06.23. ~

2017.06.23.

International Business

Center Company limited

KEXIM

USD 15,000,000

2016. 04.06. ~

2019 04.06.

Standard Chartered Bank Korea

VND 110,000,000,000

2016.04.06. ~

2017.04.06.

Lotte Properties(Shenyang)
Limited

KEXIM

USD 30,500,000

2016. 03.30. ~

2019. 03.30.

Woori Bank

USD 31,500,000

2016. 04.25. ~

2019. 04.25.

Korea Development Bank

USD 57,500,000

2016. 05.04. ~

2019. 05.04.

LOTTE PROPERTIES
(CHENGDU)HK LIMITED

KEB

USD 140,000,000

2014. 03. 20. ~
2017. 03. 20.

Shinhan Bank

USD 50,000,000

Lotte Shopping Holdings
(Hong Kong) Co., Limited

Standard Chartered Bank Korea

USD 38,135,750

2014. 06. 03. ~
2017. 06. 02.

BNP Paribas

USD 38,135,000

Citibank, N.A. ,
Hong Kong Branch

USD 38,135,000

SMBC

USD 38,135,000

ING

USD 120,213,804

2015. 01. 20. ~
2018. 01. 19.

Shinhan Bank

HKD 8,000,000

2015. 11. 10. ~
2017. 11. 10.

HSBC

USD 95,297,610

2015. 11. 30. ~
2018. 11. 30.

BNP Paribas

USD 104,818,169

2016.05.16. ~

2019.05.16.

PT. LOTTE Shopping Avenue
Indonesia

DBS

USD 20,000,000

2014. 09. 23. ~
2017. 09. 23.

JP Morgan

IDR 200,000,000,000

2015. 12. 21. ~
2018. 12. 21.

Lotte Business Management (Tianjin) Co., Ltd.

BNP Paribas

CNY 150,000,000

2016.06.21. ~

2018.06.21.

LOTTE DEPARTMENT STORE (TIANJIN) CO., LTD.

KEB Hana Bank

CNY 170,000,000

2016.06.15.

~ 2018.06.15.

Lucky Pai (Shanghai) Trading Co., Ltd.

KEB Hana Bank

CNY 58,000,000

2015. 11. 26. ~
2017. 11. 26.

KEB Hana Bank

CNY 39,900,000

KEB Hana Bank

CNY 20,100,000

KEB Hana Bank

CNY 57,000,000

2016.02.29.~

2017.03.06.

Shinhan Bank

CNY 14,000,000

2015.11.19. ~

2016.11.15.

Industriall Bank of Korea

CNY 46,000,000

2016.01.15. ~

2017.01.13

Woori Bank

CNY 15,000,000

2016.03.03. ~

2017.03.02

Lotte Department Store (Shenyang) Co., Ltd.

BNP Paribas

CNY 50,000,000

2016.07.11 ~2018.07.11

Jiangsu Times Supermarket Co., Ltd

DBS

CNY 330,000,000

2016.08.30 ~ 2017.08.29

Besides the above guarantee of payment, the Company has guaranteed the execution of contract of THE CINEMA OF KOREA with CJ CGV by 50% each during the VPF contract signing with THE CINEMA OF KOREA and the Twentieth Century Fox Film Corporation in October 2008.
The Company has guaranteed the execution of the contract of Burger King Japan Co., Ltd. regarding the loyalty contract (3.0% of the net sales, 25,000 USD per an opening of a new store) between Burger King Japan Co., Ltd. and BK ASIAPAC, PTE. Ltd.

As of the end of the current quarter, the Company has a contract of supplementing capital in case of difficulty of returning the original principal and interest by the issuing companies of H&D Able 2nd Corporation, Suwon Landmark 2nd Corporation, Invest Farmland Corporation, and KS 1nd Corporation, regarding the asset-backed corporate paper of Lotte Incheon Development Co., Ltd (face value of 700 billion KRW, due to expire on 23 February 2018), asset-backed corporate paper of Lotte Suwon Stn. Shopping Town (face value of 250 billion KRW, due to expire on 28 May 2018), electronic short-term private loan of Lotte Incheon Town (face value of 34 billion KRW, due to expire on 29 Dec 2016), and asset-backed corporate paper of Lotte Ulsan Development Co., Ltd (face value of 266 billion KRW, due to expire on 23 Nov 2018).

The Company has been providing a payment guarantee from 2014 on the rent that the Lotte Suwon Stn. Shopping Town has to pay to the landlord during the lending peiord (20 years).


Issuance of hybrid securities recognized as equity

(As of 30 September 2016) (Unit: million Won)

Category

Details

Issuance number

Issue No. 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

Outstanding balance

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

Equity recognition

Recognition for accounting purposes

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 interest has been paid.

Credit rating agencies' equity recognition ratios

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

Issued securities will be considered pari passu with the lowest ranked preferred stock of the Company and are senior to common stock of the Company. Subordinated to all other obligations of the Company other than existing preferred shares and other obligations specified to be pari passu with the securities.

Impact on financial structure after debt classification

Debt ratio increase (An increase to 64.99% from 67.90% As of 30 September 2016)

5. 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 Home Shopping

Categories

Companies

Dates

Grounds and relevant laws

Punishment or measures to be taken

Current status of the execution of the punishment or measures to be taken by the company

Distribution

Woori Home Shopping

2015.03.25

Large scale distribution business act - Failure to issue in writing in advance, etc. and failure to issue a contract (delayed issuance) and oral placement of an order in advance, delayed payment of the amount for sales, passing on of the sales promotional cost, demanding of management information, method of receiving of fees, and provision of disadvantages through inducing of mobile orders
Subject period: 12.01.1~14.12.4

Correction order / Notification order
Fine imposed: 3.74 Billion Won

Payment of the fine
Inauguration of TFT for fair trading
Currently reducing the disadvantages of the cooperative companies

2015.05.14

Indicated advertisement law - Omission of public announcement of important information of broadcasting of tour package products including the cost of guide and cost of elective tour items, etc.
Subject period: 14.09.01~11.09

Imposition of the fine of 62.5 million Won

Fine paid
Indication of omitted items

2015.06.12

Electronic trading law -Falsified and exaggerated advertisement and TV broadcasting sales / Lirikos ample cosmetic products

Broadcasting of the falsified and exaggerated advertisement of appearing to offer commercially sold item when in fact only sample products are handed out
Subjected broadcasting: Nov. 23, 2014

Corrective order /
Imposition of fine of 8 million Won

Payment of fine
Disciplinary action taken on the personnel in charge through the Personnel Management Committee

2016.05.27

Re-approval that is inappropriate to the broadcasting law and omission of the broadcasting business operator / reapproved business plan item

although the criminal activities and history of criminal punishment that was imposed on the current and former executive company need to be included in the application of the re-approval of the business plan, the business plan was written differently from the actual facts and submitted. Accordingly, re-approval was acquired in falsified and other unjust methods.

Stoppage in business for 6 hours a day from 8~11 AM and 8~11 PM everyday over a period of 6 months (prohibition of transmittance of broadcasting on introduction and sales of products), grant of a 4 month grace period from the date of the notification of the measures to be taken (stoppage from Sep. 28, 2016)

Submit a petition for provisional injunction against the stoppage of business Aug. 5, 2016

Must be strict in preparation for administrative suit citing application for provisional disposition with the court (09/07/2016)

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

C. Inventory Status

(Unit: million Won)

Business segment

Account

47thfiscal year (3Q)

46thfiscal year

45thfiscal year

Department store

Merchandise

1,643,582

1,631,087

1,645,156

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

1,643,582

1,631,087

1,645,156

Discount store

Merchandise

651,861

633,462

645,588

Goods

-

-

-

Goods in process

-

-

-

Half-finished goods

-

-

-

Raw materials

-

-

-

Component materials

-

-

-

Stored goods

38

42

417

Goods not delivered

4,067

1,122

530

Unsold property

10,286

29,412

-

Completed property

-

-

-

Uncompleted property

-

-

23,756

Land site

-

-

16,061

Sub-total

666,252

664,038

686,352

Finance

Merchandise

4,307

3,049

2,564

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

4,307

3,049

2,564

Electronics

Merchandise

493,851

416,081

357,113

Goods

-

-

-

Goods in process

-

-

-

Half-finished goods

-

-

-

Raw materials

-

-

-

Component materials

-

-

-

Stored goods

-

-

-

Goods not delivered

207

142

-

Unsold property

-

-

-

Completed property

-

-

-

Uncompleted property

-

-

-

Land site

-

-

-

Sub-total

494,058

416,223

357,113

Convenience store

Merchandise

79,142

71,258

53,173

Goods

-

-

-

Goods in process

-

-

-

Half-finished goods

-

-

-

Raw materials

-

-

-

Component materials

-

-

-

Stored goods

706

755

787

Goods not delivered

-

-

-

Unsold property

-

-

-

Completed property

-

-

-

Uncompleted property

-

-

-

Land site

-

-

-

Sub-total

79,848

72,013

53,960

Others

Merchandise

193,505

176,103

174,114

Goods

9,340

12,780

12,227

Goods in process

918

968

943

Half-finished goods

-

-

-

Raw materials

1,320

848

873

Component materials

-

23

9

Stored goods

917

1,447

964

Goods not delivered

429

886

1,676

Unsold property

-

-

-

Completed property

-

-

-

Uncompleted property

319,719

286,532

225,103

Land site

-

-

-

Sub-total

526,148

479,587

415,909

Total

Merchandise

3,066,248

2,931,040

2,877,708

Goods

9,340

12,780

12,227

Goods in process

918

968

943

Half-finished goods

-

-

-

Raw materials

1,320

848

873

Component materials

-

23

9

Stored goods

1,661

2,244

2,168

Goods not delivered

4,703

2,150

2,206

Unsold property

10,286

29,412

-

Completed property

-

-

-

Uncompleted property

319,719

286,532

248,859

Land site

-

-

16,061

Sub-total

3,414,195

3,265,997

3,161,054

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

8.33%

8.03%

7.89%

Inventory turnover (times)

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

6.0

6.3

6.2

Due diligence of inventories

Business unit

Department store

Discount store

Others

Date of due diligence

15 June

-

22 January - 29 March (Supermarket),

15 April ~ 29 June (Supermarket),

15 July ~ 27 September (Supermarket)

7 January - 30 March (LOHB's),

2 April ~ 27 June (LOHB's)

1 July ~ 28 September (LOHB's)

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 2016) (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

-

5,000

200,000

248,000

160,000

115,000

280,000

120,000

1,128,000

2. Amount of electronic short-term debenture

(As of 30 September 2016) (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

-

-

-

-

-

-

1,200,000

1,200,000

3. Amount of Outstanding Corporate Bonds

(As of 30 September 2016) (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

2,568,627

2,643,174

2,658,150

900,000

380,000

910,000

-

10,059,951

4. Amount of Outstanding Hybrid Securities

(As of 30 September 2016) (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


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