THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. AEON CO. (M) BHD.

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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt the course of action to be taken, you should consult your Stockbroker, Bank Manager, Solicitor, Accountant or other professional advisers immediately. If you have sold or transferred all your shares in AEON CO. (M) BHD. (Formerly known as Jaya Jusco Stores Bhd.), please hand this Circular to the agent through whom the sale or transfer was effected for transmission of this Circular to the subsequent purchaser or transferee. Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. AEON CO. (M) BHD. (formerly known as Jaya Jusco Stores Bhd.) (Company No H) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO:- PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR THE RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE The Notice convening the Twentieth Annual General Meeting of AEON CO. (M) BHD. (Formerly known as Jaya Jusco Stores Bhd.) is set out in the 2005 Annual Report of the Company. The Annual General Meeting will be held at Ballroom 1, Level 2, Hotel Nikko, 165 Jalan Ampang, Kuala Lumpur on Wednesday, 22 June 2005 at 10.30a.m. Shareholders are advised to refer to the Notice of Annual General Meeting and the Form of Proxy which are included in the 2005 Annual Report. Last date and time for lodging the Form of Proxy : Monday, 20 June 2005 at a.m. Date and time of the Annual General Meeting : Wednesday, 22 June 2005 at a.m. This Circular is dated 31 May 2005

2 DEFINITIONS In this Circular, except where the context otherwise requires, the following definitions shall apply:- Act : Companies Act, 1965, as amended from time to time ACS : AEON Credit Service (M) Sdn. Bhd. AEON, Japan : AEON Co., Ltd., a company incorporated in Japan AEON Fantasy : AEON Fantasy Co., Ltd., a company incorporated in Japan AGM : Annual General Meeting AIC : AIC INC. Board or Board of Directors : Board of Directors of AEON, Malaysia CCM : The Companies Commission of Malaysia Director(s) : As defined under section 4 of the Act and includes any person who is or was within the preceding 12 months of the date on which the terms of the transaction were agreed upon, a director of the listed issuer (or any other company which is its subsidiary or holding company or a subsidiary of its holding company). Bursa Securities : Bursa Malaysia Securities Berhad AEON, Malaysia or the Company : AEON CO. (M) BHD. (formerly known as Jaya Jusco Stores Bhd.) Laura Ashley : Laura Ashley (Malaysia) Sdn. Bhd. Listing Requirements : The Listing Requirements of Bursa Securities Major Shareholder(s) : A person who has an interest or interests in one or more voting shares in a company and the nominal amount of that share, is not less than 5% of the aggregate of the nominal amounts of all the voting shares in the company. For the purpose of this definition, interest in shares shall have the meaning given in

3 Section 6A of the Act and includes any person who is or was within the preceding 12 months of the date on which the terms of the transaction were agreed upon, a major shareholder of the listed issuer (or any other company which is its subsidiary or holding company or a subsidiary of its holding company) Mandate Period : The period from the date of AGM i.e. 22 June 2005 until the conclusion of the next AGM estimated to be held by 31 August 2006 Person(s) Connected : Means person(s) in relation to a Director or Major Shareholder who falls under any one of the following categories:- (a) a member of the director s or major shareholder s family, which family shall have the meaning given in Section 122A of the Act; (b) a trustee of a trust (other than a trustee for an employee share scheme or pension scheme) under which the director, major shareholder or a member of the director s or major shareholder s family is the sole beneficiary; (c) a partner of the director, major shareholder or a partner of a person connected with that director or major shareholder; (d) a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the director or major shareholder; (e) a person in accordance with whose directions, instructions or wishes the director or major shareholder is accustomed or is under an obligation, whether formal or informal, to act; (f) a body corporate or its directors which/who is/are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the director or major shareholder;

4 (g) a body corporate or its directors whose directions, instructions or wishes the director or major shareholder is accustomed or under an obligation, whether formal or informal, to act; (h) a body corporate in which the director, major shareholder and/or persons connected with him are entitled to exercise, or control the exercise of, not less than 15% of the votes attached to voting shares in the body corporate; or (i) a body corporate which is a related corporation Proposed Renewal of Shareholders Mandate : Proposed renewal of shareholders mandates of AEON, Malaysia for the Recurrent Transactions Recurrent Transaction(s) : Recurrent related party transaction(s) which is/are of a revenue or trading nature which is/are necessary for the day-to-day operations and are in ordinary course of business of AEON, Malaysia as specified in Section 2.2 of the Circular Related Party or Related Parties : Director(s), Major Shareholder(s) or Person(s) Connected with such Director(s) or Major Shareholder(s) Related Party Transaction : A transaction entered into by AEON, Malaysia which involves the interest, direct or indirect, of a Related Party Registered Office : The registered address of AEON, Malaysia which is at 3rd Floor, Jusco Taman Maluri Shopping Centre, Jalan Jejaka, Taman Maluri, Cheras, Kuala Lumpur RM and sen : Ringgit and sen Malaysia respectively, being the lawful currency of Malaysia SPA : Sale and Purchase Agreement

5 TABLE OF CONTENTS DIRECTORS LETTER TO THE SHAREHOLDERS CONTAINING:- 1. INTRODUCTION 1 2. PROPOSED RENEWAL OF SHAREHOLDERS MANDATE 2.1 Principal business activities of AEON, Malaysia Class of Related Parties and nature of the Recurrent 3 Transactions for the Proposed Renewal of Shareholder s Mandate 2.3 Details on the Related Parties The interested Directors and Major Shareholder s 5 interests in AEON, Malaysia 2.5 Rationale for the Proposed Renewal of Shareholders 5 Mandate 2.6 Benefits of the Recurrent Transactions Review procedures for the Recurrent Transactions Conditions and the disclosure of the Proposed 7 Renewal of Shareholders Mandate 2.9 Statement by the Audit Committee 8 Page 3. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDER 8 AND PERSONS CONNECTED WITH THEM 4. DIRECTORS RECOMMENDATION 9 5. ANNUAL GENERAL MEETING FURTHER INFORMATION 10 APPENDIX 1 - FURTHER INFORMATION 11

6 AEON CO. (M) BHD. (formerly known as Jaya Jusco Stores Bhd.) (Company No H) (Incorporated in Malaysia) Registered Office:- 3rd Floor Jusco Taman Maluri Shopping Centre Jalan Jejaka Taman Maluri, Cheras Kuala Lumpur 31 May 2005 Board of Directors:- Dato Abdullah bin Mohd Yusof (Non-Independent Non-Executive Chairman) Toshiji Tokiwa (Non-Independent Non-Executive Vice Chairman) Soichi Okazaki (Managing Director) Masato Yokoyama (Non-Independent Executive Director) Tatsuichi Yamaguchi (Non-Independent Non-Executive Director) Ramli bin Ibrahim(Non-Independent Non-Executive Director) Brig. Jen. (B) Dato Mohd Idris bin Saman (Independent Non-Executive Director) Datuk Zawawi Bin Mahmuddin (Independent Non-Executive Director) Dato Chew Kong Seng (Independent Non-Executive Director) Nagahisa Oyama Alternate Director to Soichi Okazaki To: The Shareholders of AEON, Malaysia Dear Sir/Madam PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR THE RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1. INTRODUCTION The Company had on 15 June 2004 and 26 August 2004 obtained the general mandates from its shareholders to enter into Recurrent Transactions with Related Parties that are necessary for the day-to-day operations in the ordinary course of business carried out on normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public. The said general mandates for Recurrent Transactions shall, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming AGM unless authority for its renewal is obtained from the shareholders of the Company at the AGM. 1

7 On 6 May 2005, the Company announced to Bursa Securities that the Board intends to seek a renewal of the said general mandates from the shareholders of the Company in accordance with Paragraph 10.09, Part E of Chapter 10 of the Listing Requirements. The purpose of this Circular is to provide you with the relevant information on the Proposed Renewal of Shareholders Mandate, to set out the recommendation of the Board and to seek your approval for the ordinary resolution to be tabled at the forthcoming AGM. A notice of the AGM is included in 2005 Annual Report of the Company. 2. PROPOSED RENEWAL OF SHAREHOLDERS MANDATE 2.1 Principal business activities of AEON, Malaysia The principal activities of AEON, Malaysia consist of the operation of a chain of superstores selling a broad range of goods ranging from clothing, food, household goods, other merchandise and shopping centre operation. The shopping centres and stores currently operated by the Company are as follows:- No Location (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) Jusco Taman Maluri Shopping Centre, Kuala Lumpur Jusco Melaka Shopping Centre, Melaka Alpha Angle Shopping Centre, Kuala Lumpur 1-Utama Shopping Centre, Petaling Jaya Bukit Raja Shopping Centre, Klang Kinta City Shopping Centre, Ipoh Jusco Mid Valley, Kuala Lumpur Jusco Bandar Puchong, Puchong Jusco Taman Universiti Shopping Centre, Johor Bahru Jusco Permas Jaya Shopping Centre, Johor Bahru Jusco Metro Prima Shopping Centre, Kuala Lumpur 2

8 2.2 Class of Related Parties and nature of the Recurrent Transactions for the Proposed Renewal of Shareholders Mandate A. The Proposed Renewal of Shareholders Mandate will apply to the following class of the Related Parties and nature of the Recurrent Transactions:- Type of Transactions Related Parties Recurrent Transactions during the Mandate Period Revenue to AEON, Malaysia RM 000 (1) Sales through easy payment ACS 7 8,500 Scheme 1 (2) Management fee and rental 2 Laura Ashley Expenses to AEON, Malaysia (1) Professional fees 3 Abdullah & Zainudin 8 21 (2) Royalties 4 AEON, Japan 9 15,000 (3) Consultation fees 5 AEON Fantasy (4) Purchase of Merchandise 6 AIC 11 5,500 Total 30,051 Notes: Details of the type of transactions: Sales through easy payment instalment scheme to be factored to ACS. Recurrent Transactions are on a monthly basis. Management fee on administrative services to be rendered by AEON, Malaysia to Laura Ashley and rental of premises to Laura Ashley for the usage as shoplot in a shopping centre at 1, Leboh Bandar Utama, Bandar Utama, Petaling Jaya, Selangor Darul Ehsan. Recurrent Transactions are on a monthly basis. Professional fees payable to Abdullah & Zainudin for professional legal services to be rendered. Recurrent Transactions are effected as and when the need arises and at least once in every three years. Royalties on technical services to be rendered by AEON, Japan and usage of trademarks by AEON, Malaysia. Recurrent Transactions are on a yearly basis. 3

9 5 6 Consultation fees payable to AEON Fantasy for consultation and advisory services to be rendered in connection with the operation of the indoor amusement centres. Recurrent Transactions are on a monthly basis. Merchandise refers to stock-in-trade, whether the purchases are made direct and/or indirect from AIC for AEON, Malaysia s retail business. Recurrent Transactions are effected as and when the trade and inventory needs arise which occur at least twice a year. Relationships of the Related Parties: Please refer to section 2.3(a) below; Please refer to section 2.3(b) below; Please refer to section 2.3(c) below; Please refer to section 2.3(d) below; and Please refer to section 2.3(e) below. The basis of arriving at the values for the Recurrent Transactions:- The values for the Recurrent Transactions were derived based on budgeted and forecasted figures. The actual values transacted may vary from the estimated value above. 2.3 Details on the Related Parties The interests of the Related Parties in the Recurrent Transactions as set out in section 2.2 above are as follows:- (a) AEON, Japan, a Major Shareholder of AEON, Malaysia, is also a Major Shareholder of ACS by virtue of its substantial shareholdings in AEON Credit Service Co., Ltd. and AEON, Malaysia. AEON Credit Service Co., Ltd. and AEON, Malaysia have direct interests of 41% and 13% in ACS representing 410,000 ordinary shares and 130,000 ordinary shares of ACS respectively. AEON, Japan has a direct interest of 45% in AEON Credit Service Co., Ltd. representing 23,604,332 ordinary shares of AEON Credit Service Co., Ltd.. Dato Abdullah bin Mohd Yusof, a Director of AEON, Malaysia, is also a Director and Major Shareholder of ACS. Dato Abdullah bin Mohd Yusof has a direct interest of 9% in ACS representing 90,000 ordinary shares of ACS. Ramli bin Ibrahim, a Director of AEON, Malaysia, is also a Director and Major Shareholder of ACS. Ramli bin Ibrahim has a direct interest of 9% in ACS representing 90,000 ordinary shares of ACS. (b) Dato Abdullah bin Mohd Yusof, a Director of AEON, Malaysia, has a direct interest of 17% in Laura Ashley representing 170,000 ordinary shares of Laura Ashley. He is also a partner of the legal firm Abdullah & Zainudin. Ramli bin Ibrahim, a Director of AEON, Malaysia, has direct interest of 17% in Laura Ashley representing 170,000 ordinary shares of Laura Ashley. 4

10 (c) (d) (e) AEON, Japan is a Major Shareholder of AEON, Malaysia. AEON, Japan, a Major Shareholder of AEON, Malaysia, is the holding company of AEON Fantasy. AEON, Japan has a direct interest of 61.9% in AEON Fantasy representing 7,818,646 ordinary shares in AEON Fantasy. AEON, Japan, a Major Shareholder of AEON, Malaysia, is the holding company of AIC. AEON, Japan has a direct interest of 66.67% in AIC representing 292,000 ordinary shares in AIC. 2.4 The interested Directors and Major Shareholder s interests in AEON, Malaysia (i) The direct and indirect interests of the interested Directors of AEON, Malaysia as at 3 May 2005 are as follows:- Directors < Direct > < Indirect > Dato Abdullah bin Mohd Yusof Ramli bin Ibrahim No. of Ordinary Shares of % RM1.00 each 1 308, No. of Ordinary Shares of % RM1.00 each 2 7,620, , Notes:- 1 Partly held through Southern Nominees (Tempatan) Sdn. Bhd. (260,000 shares); 2 Deemed interest by virtue of his major shareholdings in Pelita Dekad Sdn. Bhd. and Status Resources Sdn. Bhd.; and 3 Deemed interested by virtue of his indirect shareholdings held through his spouse and son in Ainli Sdn. Bhd.. (ii) The direct and indirect interests of the interested Major Shareholder of AEON, Malaysia as at 3 May 2005 are as follows:- Major Shareholder < Direct > < Indirect > No. of Ordinary Shares of RM1.00 each % No. of Ordinary Shares of RM1.00 each AEON, Japan 83,711, % 2.5 Rationale for the Proposed Renewal of Shareholders Mandate The Recurrent Transactions of which to be entered into by AEON, Malaysia are all in the ordinary course of business. The Recurrent Transactions are undertaken on terms which are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders. It is envisaged that in the normal course of their business, transactions between AEON, Malaysia and the Related Parties are likely to occur from time to time and it may be impractical to seek 5

11 shareholders approval on a case to case basis before entering into such Recurrent Transactions. The Proposed Renewal of Shareholders Mandate on an annual basis would avoid the necessity to convene separate general meetings from time to time to seek shareholders approval as and when the Recurrent Transactions occur. This would substantially reduce administrative time, inconvenience and expenses associated with the convening of such meetings on an ad-hoc basis, and allow manpower, resources and time to be channelled towards attaining corporate objectives. Hence, the Board is seeking approval from shareholders on the Proposed Renewal of Shareholders Mandate for the respective Recurrent Transactions as described in section 2.2 above. 2.6 Benefits of the Recurrent Transactions Generally, the Recurrent Transactions provide AEON, Malaysia with support to its operational and business needs. It also allows the rights to use trademarks, information and know-how for the management and operation of retail stores. 2.7 Review procedures for the Recurrent Transactions Generally, the terms and conditions of the Recurrent Transactions are determined based on normal commercial terms, business practices and policies. The pricing is determined after taking into consideration of the prevailing market prices/rates which are competitive with that offered/provided by/to other third parties, quality of products and level of services offered in accordance with other applicable industry norm/consideration and negotiated on a willing buyer and willing seller basis. The following internal review procedures, of which are in place, have been established to ensure that the Recurrent Transactions are undertaken on terms which are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders:- (i) (ii) (iii) (iv) The details of the Related Parties mandated pursuant to the Proposed Renewal of Shareholders Mandate will be circulated within AEON, Malaysia, including all the Major Shareholders and Directors of AEON, Malaysia, with notification that all Recurrent Transactions are required to be undertaken on terms which are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders; All Recurrent Transactions will be captured within the accounting system maintained by AEON, Malaysia; The shareholding interests of the Related Parties in AEON, Malaysia and pertaining to their interests in any corporation/partnership will be continuously monitored; Records are kept at AEON, Malaysia to keep track of the changes in the composition of the Directors and the Major Shareholders in AEON, Malaysia; 6

12 (v) (vi) The Recurrent Transactions will be reviewed on a quarterly basis by the management and the Audit Committee to ensure that they are transacted on terms and conditions, which are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders in the light of the circumstances concerned. In the event that the established procedures are not sufficient to ensure that the Recurrent Transactions will be conducted on normal commercial terms and/or the Recurrent Transactions are detrimental to the minority shareholders of AEON, Malaysia, the Company will obtain a fresh mandate from shareholders based on the new guidelines and procedures. If any member of the Audit Committee has an interest, he shall abstain from all deliberations and voting on the resolution in respect of the Recurrent Transactions. The annual internal audit plan shall incorporate a review of the Recurrent Transactions. The Board and Audit Committee shall review the internal audit reports to ascertain that the review procedures established to monitor the Recurrent Transactions have been complied with. 2.8 Conditions and the disclosure of the Proposed Renewal of Shareholders Mandate The Proposed Renewal of Shareholders Mandate, if approved at the forthcoming AGM, will continue to be in force until:- (a) (b) (c) the conclusion of the next AGM of the Company following the forthcoming AGM of the Company at which the Proposed Renewal of Shareholders Mandate is approved, at which time it will lapse unless by a resolution passed at the AGM the mandate is again renewed. the expiration of the period within which the next AGM of the Company after the date it is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or revoked or varied by resolution passed by the shareholders of AEON, Malaysia in general meeting; whichever is earlier. Thereafter, approval from shareholders for renewal of the mandate will be sought at each subsequent AGM of the Company. The breakdown of the aggregate value of the Recurrent Transactions conducted pursuant to the Proposed Renewal of Shareholders Mandate will be disclosed in the Annual Report of the Company based on the following information:- (a) the type of Recurrent Transactions entered into; and 7

13 (b) the names of the Related Parties involved in each type of the Recurrent Transactions entered into and their relationship with AEON, Malaysia. 2.9 Statement by the Audit Committee The Audit Committee of AEON, Malaysia has seen and reviewed the procedures as mentioned in paragraph 2.7 above and are satisfied that the procedures are sufficient to ensure that the Recurrent Transactions are undertaken on terms which are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of AEON, Malaysia. 3. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDER AND PERSONS CONNECTED WITH THEM Dato Abdullah bin Mohd Yusof and Ramli bin Ibrahim, being interested Directors, have and will continue to abstain from all deliberations and voting on the Proposed Renewal of Shareholders Mandate at all Board meetings. Dato Abdullah bin Mohd Yusof and Ramli bin Ibrahim, being interested Directors, will abstain from voting in respect of their direct and/or indirect shareholdings in AEON, Malaysia on the resolution approving the Proposed Renewal of Shareholders Mandate at the forthcoming AGM. AEON, Japan being interested Major Shareholder, will abstain from voting in respect of its direct and/or indirect shareholdings in AEON, Malaysia on the resolution approving the Proposed Renewal of Shareholders Mandate at the forthcoming AGM. Dato Abdullah bin Mohd Yusof, Ramli bin Ibrahim and AEON, Japan have undertaken to ensure that the Persons Connected to them have and will continue to abstain from all deliberations and voting on the Proposed Renewal of Shareholders Mandate at all Board Meetings and/or will also abstain from voting on the resolution approving the Proposed Renewal of Shareholders Mandate at the forthcoming AGM. The Persons Connected to Dato Abdullah bin Mohd Yusof are Status Resources Sdn. Bhd. and Datin Yasmin binti Ahmad Merican. Status Resources Sdn. Bhd. is a shareholder of AEON, Malaysia. Datin Yasmin binti Ahmad Merican is the spouse of Dato Abdullah bin Mohd Yusof. Dato Abdullah bin Mohd Yusof and Datin Yasmin binti Ahmad Merican are directors and shareholders of Status Resources Sdn. Bhd. The Persons Connected to Ramli bin Ibrahim are Ainli Sdn. Bhd., Ainol Hisan binti Mohd Kushairi and Azlan bin Ramli. Ainli Sdn. Bhd. is a shareholder of AEON, Malaysia. Ainol Hisan binti Mohd Kushairi and Azlan bin Ramli are the spouse and son respectively of Ramli bin Ibrahim. Ainol Hisan binti Mohd Kushairi and Azlan bin Ramli are also the directors and shareholders of Ainli Sdn. Bhd. The Persons Connected to AEON, Japan are Toshiji Tokiwa, Tatsuichi Yamaguchi, Soichi Okazaki and Masato Yokoyama. Toshiji Tokiwa is a chairman of AEON, Japan and Tatsuichi Yamaguchi is the senior vice president, Asia Operations of AEON, Japan. Soichi Okazaki and Masato Yokoyama are employees of AEON, Japan who are on secondment to AEON, Malaysia and they are also the shareholders of AEON, Malaysia. Toshiji Tokiwa, Tatsuichi Yamaguchi, Soichi Okazaki and Masato Yokoyama being the Directors of AEON, Malaysia have and will continue to abstain from deliberations and voting on the Proposed Renewal of Shareholders Mandate at all Board meetings. 8

14 The shareholdings of the Persons Connected to Dato Abdullah bin Mohd Yusof, Ramli bin Ibrahim and AEON, Japan (for those with shareholding in AEON, Malaysia only, either direct or indirect basis) are shown in the table below:- Related Parties Persons Connected Shareholdings of Persons Connected in AEON, Malaysia (Direct/Indirect) Dato Abdullah bin Mohd Yusof Dato Abdullah bin Mohd Yusof Status Resources Sdn. Bhd. Datin Yasmin binti Ahmad Merican Number of ordinary shares of RM1.00 each of AEON, Malaysia As a percentage of the paid-up share capital of AEON, Malaysia as at (%) Direct 1 1,426, Indirect 2 1,426, Ramli bin Ibrahim Ainli Sdn. Bhd. Direct 280, Ramli bin Ibrahim Ainol Hisan binti Mohd Kushairi Indirect 3 280, Ramli bin Ibrahim Azlan bin Ramli Indirect 3 280, AEON, Japan Masato Yokoyama Direct 30, AEON, Japan Soichi Okazaki Direct 30, Total 3,752, Notes: 1 Partly held through Public Nominees (Tempatan) Sdn. Bhd.(100,000 shares) 2 Indirect shareholding through Status Resources Sdn. Bhd.; and 3 Indirect shareholding through Ainli Sdn. Bhd. Save as aforesaid, none of the other Directors or Major Shareholder of AEON, Malaysia or Persons Connected to them has any interest in the Proposed Renewal of Shareholders Mandate. 4. DIRECTORS RECOMMENDATION The Board (except for Dato Abdullah bin Mohd Yusof, Toshiji Tokiwa, Tatsuichi Yamaguchi, Soichi Okazaki, Masato Yokoyama and Ramli bin Ibrahim), having considered all aspects of the Recurrent Transactions, is of the opinion that the Proposed Renewal of Shareholders Mandate is in the best interest of AEON, Malaysia and accordingly the Board (except for Dato Abdullah bin Mohd Yusof, Toshiji Tokiwa, Tatsuichi Yamaguchi, Soichi Okazaki, Masato Yokoyama and Ramli bin Ibrahim) recommends that you vote in favour of the Proposed Renewal of Shareholders Mandate to be tabled at the forthcoming AGM. 9

15 5. ANNUAL GENERAL MEETING The notice of AGM that contains the resolution in respect of the Proposed Renewal of Shareholders Mandate has been incorporated into 2005 Annual Report that is circulated to you together with this Circular. If you are unable to attend and vote in person at the AGM, you should complete and return the Form of Proxy enclosed in the 2005 Annual Report in accordance with the instructions therein as soon as possible and in any event so as to arrive at the Registered Office of the Company at 3rd Floor, Jusco Taman Maluri Shopping Centre, Jalan Jejaka, Taman Maluri, Cheras, Kuala Lumpur not less than 48 hours before the time for holding the meeting or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person should you subsequently wish to do so. 6. FURTHER INFORMATION Shareholders are requested to refer to Appendix I for further information. Yours faithfully, For and on behalf of the Board of Directors AEON CO. (M) BHD. (Formerly known as Jaya Jusco Stores Bhd.) Brig. Jen. (B) Dato Mohd Idris bin Saman Independent Director 10

16 APPENDIX I FURTHER INFORMATION 1. RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Board of Directors of AEON, Malaysia and they collectively and individually accept full responsibility for the accuracy of the information given and confirm that after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts the omission of which would make any statement stated herein misleading. 2. MATERIAL LITIGATION The Company is not engaged in any material litigation, claims or arbitration including those pending or threatened, which in the opinion of the Board of Directors, will have a material effect on the financial position or the business of the Company. 3. MATERIAL CONTRACTS Save as disclosed below, AEON, Malaysia did not enter into any material contracts (not being contracts which are entered into in the ordinary course of business), during the two (2) years preceding the date of this Circular:- (i) (ii) (iii) On 1 November 2003, AEON, Malaysia entered into a conditional SPA with Santun Abadi Sdn. Bhd. ( Vendor ) (Company No M) of No. 1, Jalan Equine, Taman Equine, Seri Kembangan, Selangor Darul Ehsan for the acquisition of part of the land held under Mukim of Cheras, District of Hulu Langat measuring approximately 550,910 square feet ( said land ) at a purchase price of Ringgit Malaysia Thirteen Million Seven Hundred Seventy Two Thousand Seven Hundred and Fifty (RM13,772,750.00) only upon the terms and conditions therein contained. The acquisition of the said land is for the construction of a shopping centre. The abovementioned purchase price is paid by cash. On 3 March 2004, AEON, Malaysia entered into a SPA with Plenitude Holdings Sdn. Bhd. ( Vendor ) (Company No T) of No. 1, Jalan Harmonium, Taman Desa Tebrau, Johor Bahru, Johor for the acquisition of part of the land held under No. H.S. (D) , PTD 84471, Mukim of Tebrau, District of Johor Bahru, State of Johor Darul Takzim measuring approximately 1,308,035 square feet ( said land ) at a purchase price of Ringgit Malaysia Thirty Nine Million Two Hundred Forty One Thousand and Fifty (RM39,241,050.00) only upon the terms and conditions therein contained. The acquisition of the said land is for the construction of a shopping centre. The abovementioned purchase price is paid by cash. On 31 May 2004, AEON, Malaysia entered into a SPA with Mujur Harta Sdn. Bhd. ( Vendor ) (Company No P) for the acquisition of a piece of freehold land held under GRN 28484, Lot No. 3144, Mukim Cheras, District of Ulu Langat, State of Selangor measuring approximately hectares ( said land ) at a purchase price of Ringgit Malaysia Ten Million 11

17 and Five Hundred Thousand (RM10,500,000.00) only subject to the terms and conditions therein contained. The abovementioned purchase price is paid by cash. The said land shall be developed to be part of the development of the shopping centre mentioned in item (i) above. 4. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the Registered Office of the Company following the date of this Circular until the date of the forthcoming AGM from Mondays to Fridays (except Public Holidays) during business hours:- (a) The Memorandum and Articles of Association of the Company; (b) The audited financial statements of the Company for the past two (2) financial years ended 29 February 2004 and 28 February 2005; (c) The contracts and agreements, where available, for the Recurrent Transactions as set out in section 2.2 of this Circular; and (d) The material contracts referred to in Section 3 above. 12