Strictly Private & Confidential
MYDIN MOHAMED HOLDINGS BHD
(Company No. 221448-A)
Principal Adviser, Lead Arranger and Lead Manager
CIMB
CIMB Investment Bank Berhad
(Company No. 18417-M)
4 October 2011

IMPORTANT NOTICE
Responsibility Statements
This Information Memorandum has been approved by the directors of Mydin Mohamed Holdings Bhd
(Company No. 221448-A) ("Mydin") and Mydin accepts full responsibility for the accuracy of the information contained in this Information Memorandum. Mydin, after having made all reasonable enquiries, confirms that all information contained in this Information Memorandum is true and correct in all material respects, that there is no omission of a material fact necessary to make the information contained in this Information Memorandum, in the light of the circumstances under which it is provided, not misleading, and that the opinions and intentions expressed in the information contained in this Information Memorandum are honestly held. Enquiries have been made by Mydin to ascertain all material facts have been disclosed and to verify the accuracy of all such information and statements. In this context, Mydin accepts full responsibility for such information contained in this
Information Memorandum.
Important Notice and General Statement of Disclaimer
This Information Memorandum is being furnished on a private and confidential basis solely to prospective investors to consider the purchase of the Sukuk (as defined below) falling within any one or more of the categories of persons specified in Schedule 6 or Section 229(1)(b), Schedule 7 or
Section 230(1)(b), and would fall within Schedule 9 or Section 257(3) of the Capital Markets and
Services Act 2007, as amended from time to time ("CMSA"), at issuance and Schedule 6 or Section
229(1)(b) and would fall within Schedule 9 or Section 257(3) of the CMSA thereafter.
In relation to the prospective investors, CIMB Investment Bank Berhad as the principal adviser, lead arranger and lead manager of the Sukuk ("Lead Arranger/Lead Manager") states that none of the information or data contained in this Information Memorandum has been independently verified by it.
Accordingly, no representation, warranty or undertaking, express or implied, is given or assumed by the Lead Arranger/Lead Manager as to the authenticity, origin, validity, accuracy or completeness of the information or data contained in this Information Memorandum or that such information or data remains unchanged in any respect after the relevant date shown in this Information Memorandum.
The Lead Arranger/Lead Manager has not accepted and will not accept any responsibility for the information and data contained in this Information Memorandum or otherwise in relation to the Sukuk
Programme and shall not be liable for any consequences of reliance on any of the information or data in this Information Memorandum, except as provided by Malaysian laws.
The information in this Information Memorandum supersedes all other information and material previously supplied (if any) to the recipients. By taking possession of this Information Memorandum, the recipients are acknowledging and agreeing and are deemed to have acknowledged and agreed that they will not rely on any previous information supplied. No person is authorised to give any information or data or to make any representation or warranty other than as contained in this
Information Memorandum and, if given or made, any such information, data, representation or warranty must not be relied upon as having been authorised by Mydin, the Lead Arranger/Lead
Manager or any other person.
This Information Memorandum has not been and will not be made to comply with the laws of any jurisdiction other than Malaysia ("Foreign Jurisdiction"), and has not been and will not be lodged, registered or approved pursuant to or under any legislation of (or with or by any regulatory authorities or other relevant bodies of) any Foreign Jurisdiction and it does not constitute an issue, offer or sale of, or an invitation to subscribe or purchase the Sukuk or any other securities of any kind by any party in any Foreign Jurisdiction.

This Information Memorandum is not and is not intended to be a prospectus. Unless otherwise specified in this Information Memorandum, the information contained in this Information Memorandum is current as at the date hereof.
The distribution or possession of this Information Memorandum in or from certain jurisdictions may be restricted or prohibited by law. Each recipient is required to seek appropriate professional advice regarding, and to observe, any such restriction or prohibition. Neither Mydin nor the Lead
Arranger/Lead Manager accepts any responsibility or liability to any person in relation to the distribution or possession of this Information Memorandum in or from any such Foreign Jurisdiction.
By accepting delivery of this Information Memorandum, each recipient agrees to the terms upon which this Information Memorandum is provided to such recipient as set out in this Information
Memorandum, and further agrees and confirms that (a) it will keep confidential all of such information and data, (b) it is lawful for the recipient to subscribe for or purchase the Sukuk under all jurisdictions to which the recipient is subject, (c) the recipient has complied with all applicable laws in connection with such subscription or purchase of the Sukuk, (d) Mydin, the Lead Arranger/Lead Manager and their respective directors, officers, employees and professional advisers are not and will not be in breach of the laws of any jurisdiction to which the recipient is subject as a result of such subscription or purchase of the Sukuk, and they shall not have any responsibility or liability in the event that such
subscription or purchase of the Sukuk is or shall become unlawful, unenforceable, voidable or void,
(e) it is aware that the Sukuk can only be offered, sold, transferred or otherwise disposed of directly or indirectly in accordance with the relevant selling restrictions and all applicable laws, (f) it has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing or purchasing the Sukuk, and is able and is prepared to bear the economic and financial risks of investing in or holding the Sukuk, (g) it is subscribing or accepting the Sukuk for its own account, and (h) it is a person to whom an issue, offer or invitation to subscribe or purchase the Sukuk would constitute persons falling within any one or more of the categories of persons specified in Schedule 6 or Section 229(1)(b), Schedule 7 or Section 230(1)(b), and would fall within
Schedule 9 or Section 257(3) of the CMSA at issuance and Schedule 6 or Section 229(1)(b) and would fall within Schedule 9 or Section 257(3) of the CMSA thereafter. Each recipient is solely responsible for seeking all appropriate expert advice as to the laws of all jurisdictions to which it is subject. For the avoidance of doubt, this Information Memorandum shall not constitute an offer or invitation to subscribe or purchase the Sukuk in relation to any recipient who does not fall within item
(h) above.
This Information Memorandum or any document delivered under or in relation to the issue, offer and sale of the Sukuk is not, and should not be construed as, a recommendation by Mydin, and/or the
Lead Arranger/Lead Manager to subscribe or purchase the Sukuk. This Information Memorandum is not a substitute for, and should not be regarded as, an independent evaluation and analysis and does not purport to be all-inclusive. Each recipient should perform and is deemed to have made its own
independent investigation and analysis of Mydin, the Sukuk and all other relevant matters, and each recipient should consult its own professional advisers. All information and statements herein are subject to the detailed provisions of the respective agreements referred to herein and are qualified in their entirety by reference to such documents.
Neither the delivery of this Information Memorandum nor the offering, sale or delivery of any Sukuk shall in any circumstance imply that the information contained herein concerning Mydin is correct at any time subsequent to the date hereof or that any other information supplied in connection with the
Sukuk is correct as of any time subsequent to the date indicated in the document containing the same. The Lead Arranger/Lead Manager expressly does not undertake to review the financial condition or affairs of Mydin during the tenor of the Sukuk or to advise any investor of the Sukuk of any information coming to its attention.

Certain statements, information, estimates and reports in this Information Memorandum are based on historical data, which may not be reflective of the future, and others are forward-looking in nature and are subject to risks and uncertainties, including, among others, Mydin's business strategy and expectation concerning each of its position in the Malaysian economy, future operations, growth prospects and industry prospects. While the Board of Directors of Mydin believes that these forwardlooking statements are reasonable, these statements are nevertheless subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in such forward looking statements. In light of all this, the inclusion of forward-looking statements in this Information Memorandum should not be regarded as a representation or warranty by Mydin that the plans and objectives of Mydin will be achieved.
This Information Memorandum includes certain historical information, estimates, or reports thereon derived from sources mentioned in this Information Memorandum and other parties with respect to the
Malaysian economy, the material businesses which Mydin operates and certain other matters. Such information, estimates, or reports have been included solely for illustrative purposes. No representation or warranty is made as to the accuracy or completeness of any information, estimates and/or reports thereon derived from such sources or from other third party sources.
CIMB (backed by CIMB Islamic Shariah Committee) as the Shariah adviser ("Shariah Adviser"), has issued a pronouncement in relation to the Sukuk Programme and its compliance with Shariah principles. However, a pronouncement is only an expression of the view of the Shariah Adviser. There can be no assurance as to the Shariah permissibility of the structure of the issue and the trading of the Sukuk and none of Mydin or the Lead Arranger/Lead Manager makes any representation as to the same. Investors are reminded that, as with any Shariah views, differences in opinion are possible.
Investors are advised to obtain their own independent Shariah advice as to whether the structure meets their individual standards of compliance and make their own determination as to the future tradability of the Sukuk on any secondary market.
Acknowledgement
Mydin hereby acknowledges that it has authorised the Lead Arranger/Lead Manager to circulate or distribute this Information Memorandum on its behalf in respect of or in connection with the proposed offer or invitation to subscribe for and issue of, the Sukuk to prospective investors and that no further evidence of authorisation is required.
Statements of Disclaimer on Information on Danajamin Nasional Berhad ("Danajamin")
Information on Danajamin contained in this Information Memorandum has not been verified by Mydin.
Mydin has not undertaken a due diligence review of the operations and financial condition of
Danajamin. Information relating to Danajamin contained in this Information Memorandum is based on publically available information. Where information contained in this Information Memorandum included extracts or summaries of information and data from various private sources, the Issuer accepts responsibility for accurately reproducing such summaries and data but accepts no further or other responsibility in respect of such information. Such third party sources are identified in the text, as applicable. Mydin, its management, employees, advisers or other parties shall not take any responsibility, express or implied, for such information. In addition, none of such parties has taken any steps to verify the accuracy of any of the information relating to Danajamin included in this Information
Memorandum and no representation or warranty, express or implied, is made by any such parties as to the accuracy and completeness of such information. Investors are cautioned not to place undue reliance on information in Danajamin contained in this Information Memorandum.
Statements of Disclaimer by the Securities Commission
In accordance with the CMSA, a copy of this Information Memorandum will be deposited with the
Securities Commission ("SC"), which takes no responsibility for its contents.

The issue, offer or invitation in relation to the Sukuk in this Information Memorandum or otherwise are subject to the fulfilment of various conditions precedent including without limitation the applicable approval from the SC.
The submission for the issuance of the Sukuk pursuant to the Sukuk Programme was made under the deemed approval process to the SC.
Please note that the approval of the SC shall not be taken to indicate that the SC recommends the subscription or purchase of the Sukuk.
The SC shall not be liable for any non-disclosure on the part of Mydin and assumes no responsibility for the correctness of any statements made or opinions or reports expressed in this Information
Memorand urn.
EACH ISSUE OF THE SUKUK WILL CARRY DIFFERENT RISKS AND ALL INVESTORS SHOULD
EVALUATE EACH ISSUE BASED ON ITS MERITS AND RISKS OF THE INVESTMENTS.
INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND
RISKS.
INVESTORS SHOULD READ THIS ENTIRE INFORMATION MEMORANDUM CAREFULLY AND AS
A WHOLE, INCLUDING THE APPENDICES.
IT IS RECOMMENDED THAT PROSPECTIVE INVESTORS CONSULT THEIR FINANCIAL, LEGAL,
SHARIAH AND OTHER ADVISERS BEFORE PURCHASING OR ACQUIRING OR SUBSCRIBING
FOR THE SUKUK.

TABLE OF CONTENTS
SECTION 1.0 EXECUTIVE SUMMARY
1.1
1.2
1.3
1.4
1
Brief background of Mydin
Brief summary of the structure of the Sukuk Programme
1
1
Summary of the key financial highlights of the Mydin Group for the financial years ended 31 March 2008, 31 March 2009, 31 March 2010 and 31 March 2011
Brief background on Danajamin
3
3
5 SECTION 2.0 THE SUKUK PROGRAMME
2.1
2.2
2.3
Summary of the principal terms and conditions of the Sukuk Programme
Utilisation of proceeds
Rating
5
27
27
28 SECTION 3.0 INVESTMENT CONSIDERATIONS
3.1
3.2
3.3
Risks relating to Mydin
Risks relating to the Sukuk
Forward-looking statements
28
30
32
SECTION 4.0 BACKGROUND INFORMATION ON MYDIN 33
4.1
4.2
4.3
4.4
4.5
4.6
Corporate history and principal activities
Share capital
Shareholding structure
Subsidiaries and associated company
Profile of Board of Directors
Senior management of Mydin
33
34
34
35
36
38
SECTION 5.0 BUSINESS 43
5.1
5.2
5.3
5.4
5.5
Business overview
Business strategies
Competitive strengths
Regulatory framework
Latest Developments
SECTION 6.0 INDUSTRY OVERVIEW
6.1
6.1.1
6.1,2
6.1.3
6.1.4
6.2
SECTION 7.0 OTHER INFORMATION
51
The Malaysian Economy 51
Overview of the Economic and Financial Developments in Malaysia in the Second
Quarter of 2011 51
Monetary policy is supportive of economic activity 52
Financial stability remained intact
Growth of the domestic economy to improve in the second half
Overview of the first quarter 2011 Malaysian Retail Industry Report
53
53
54
56
7.1
7.2
7.3
7.4
Material litigation
Related party transactions
Material contingent liabilities and capital commitments
Material contracts
56
56
57
57
APPENDIX
Audited financial statements of Mydin for the financial year ended 31 March 2010
43
46
47
48
48
58
58

DEFINITIONS
In this Information Memorandum, the following words or expressions shall have the following meanings except where the context otherwise requires:
BNM Bank Negara Malaysia
Bursa Malaysia
CIMB
Bursa Malaysia Securities Berhad (Company No. 635998-W)
CIMB Investment Bank Berhad (Company No. 18417-M)
CMSA Capital Markets and Services Act 2007, as amended from time to time
Danajamin
Dissolution Event
EBITDA
Facility Agent
FY
IMTN Programme
Danajamin Nasional Berhad (Company No. 854686-K)
As described in Section 2.1(20)
Earnings before interest taxes depreciation and amortisation
CIMB
Financial Year
Islamic medium term notes programme with an aggregate nominal value of up to RM350 million
Islamic medium term notes IMTNs
Issuer or Mydin Mydin Mohamed Holdings Bhd (Company No. 221448-A)
Principal Adviser/ Lead CIMB
Arranger/ Lead Manager
Mydin Group or Group
Shariah Adviser
Purchase Undertaking
RAM
Ringgit/RM and sen
Mydin and/or its subsidiaries
CIMB (backed by CIMB Islamic Shariah Committee)
As described in Section 2.1(3)
RAM Rating Services Berhad (Company No. 763588-T)
Ringgit Malaysia and sen respectively, being the lawful currency of Malaysia
Securities Commission Malaysia SC
Sukuk
Sukuk Programme
Sukukholders
Transaction Documents the IMTNs to be issued pursuant to the IMTN Programme the IMTN Programme
The holders of the Sukuk
The transaction documents in relation to the Sukuk Programme
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SECTION 1.0 EXECUTIVE SUMMARY
This summary is qualified by and must be read in conjunction with the more detailed information and financial statements appearing elsewhere in this Information Memorandum. Each investor should read this entire Information Memorandum carefully, including the appendices.
1.1 Brief background of Mydin
1.2
Mydin was incorporated in Malaysia on 23 July 1991 under the Companies Act, 1965. Mydin's principal activity is to operate hypermarket, supermarket, emporium, franchising wholesale business and shopping centre operations.
Brief summary of the structure of the Sukuk Programme
In respect of each issue of Sukuk under the Sukuk Programme, Mydin will identify certain
Shariah-compliant business or part thereof ("Business") which will be used as the underlying asset for that particular Musharakah transaction.
The Sukukholders shall, from time to time, form a Musharakah amongst themselves, which is a partnership amongst the Sukukholders, to invest in the Business ("Musharakah Venture") via the subscription of the Sukuk to be issued by Mydin. Mydin shall make a declaration that it holds on trust the Business for the benefit of the holders of the Sukuk ("Sukukholders"). The
Sukuk shall represent, amongst others, the Sukukholders' undivided proportionate interest in the Musharakah Venture. Mydin shall receive musharakah capital ("Musharakah Capital") arising from the subscription of the Sukuk, which is equivalent to the proceeds from the
Sukuk. There will be at least two Sukukholders forming the Musharakah at each point of issuance.
The return expected by the Sukukholders from the Musharakah Venture which shall be the yield for the Sukuk up to the maturity date or the date of declaration of an Event of Default/
Dissolution Event ("Dissolution Date") ("Yield to Maturity"), whichever is the earlier, is the
"Expected Return" of the Sukuk.
Pursuant to the Management Agreement to be entered into between Mydin and the Facility
Agent (acting on behalf of the Sukukholders), the Facility Agent shall appoint Mydin as the
Manager of the Musharakah Venture.
For the avoidance of doubt, if the Musharakah Venture involves the investment in Mydin's business (in part or in whole), the income due to the Sukukholders shall be based on the
Musharakah Venture's undivided, proportionate interest in the entire business of Mydin. If the
Musharakah Venture involves the investment in Mydin's specific business (in part or in whole), the income due to the Sukukholders shall be based on the Musharakah Venture's undivided, proportionate interest in that specific business of Mydin.
In respect of Sukuk with periodic distribution, income from the Musharakah Venture of up to an amount equal to a certain percentage of the face value of the Sukuk per annum, calculated on the basis of the actual number of days in the relevant period ("Expected Periodic
Distribution") shall be distributed periodically in the form of periodic distribution ("Periodic
Distribution") to the Sukukholders of that particular series. The Periodic Distribution shall be made semi-annually or such period to be determined prior to each issuance of the Sukuk
(each such date for distribution, a "Periodic Distribution Date"). In the event of any shortfall between the Periodic Distribution and the Expected Periodic Distribution for such relevant period, Mydin shall make top-up ("Top-up") payments to make good the difference. The Topup payments will be set-off against the Exercise Price (as defined below) pursuant to the relevant Purchase Undertaking (as defined below).Any income in excess of the Expected
Periodic Distribution shall be retained by Mydin as an incentive fee.
Any profit or losses derived from the Musharakah Venture will be distributed or borne by each
Sukukholder in proportion to each Sukukholders' respective contribution of the Musharakah
Capital.
1

In respect of Sukuk without periodic distribution, income from the Musharakah Venture of up to the Expected Return, which is equivalent to the Yield to Maturity, shall be distributed on a one-off basis ("One-off Distribution") upon the maturity date or the Dissolution Date, whichever is the earlier. In the event of any shortfall between the One-off Distribution and the
Expected Return for such relevant period, Mydin shall make Top-up payment to make good the difference. The Top-up payment will be set-off against the Exercise Price pursuant to the relevant Purchase Undertaking. Any income in excess of the Expected Return shall be retained by Mydin as an incentive fee.
Pursuant to the relevant purchase undertaking granted by Mydin in favour of the Facility
Agent (acting on behalf of the Sukukholders) ("Purchase Undertaking"), Mydin shall undertake to purchase the Sukukholders' interest in the Musharakah Venture at the Exercise
Price on either the maturity date of the Sukuk or the Dissolution Date, whichever is the earlier.
Mydin will be entitled to set-off the Exercise Price with any Top-Up payment(s) made.
In the case of Sukuk with Periodic Distributions, the Exercise Price for the Sukuk shall be equivalent to the Musharakah Capital plus the Expected Return less total Periodic
Distributions.
In the case of Sukuk without Periodic Distributions, the Exercise Price for the Sukuk is equivalent to the Musharakah Capital plus the Expected Return less any One-off Distribution.
Mydin shall be entitled to deduct any Top-up payment(s) made from the Exercise Price.
The Sukuk Programme has a tenure of thirteen (13) years from the date of first issue under the Sukuk Programme subject to the following reduction in the limit of the Sukuk Programme:-
Anniversary from the date of first issue
(Years)
5
6
7
8
9
10
11
12
13
Total
Facility
Reduction
Schedule
(RM million)
40
40
40
40
40
40
40
40
30
350
Revised Limit
(RM million)
310
270
230
190
150
110
70
30
-
The availability period of the Sukuk Programme shall be three (3) years from the date of first issuance and subject to the first Sukuk issuance to be completed within six (6) months from the date of the SC's approval. Any Sukuk redeemed may not be re-issued.
During the availability period, Mydin may select to issue IMTNs of more than one (1) year and up to thirteen (13) years, provided that (i) the Sukuk mature prior to the expiry of the Sukuk
Programme; and (ii) any Sukuk when issued shall be subject to the Facility Reduction
Schedule above.
2

1.3 Summary of the key financial highlights of the Mydin Group for the financial years ended 31 March 2008, 31 March 2009, 31 March 2010 and 31 March 2011
Financial Year Ended 31 March
Audited
2008
RM'000
Audited
2009
RM'000
Audited
2010
RM'000
Unaudited
2011
RM'000
Income
Statement
Data:
Revenue
Profit Before
Tax
Net Profit for the year
Balance
Sheet Data:
Total Assets
Current
Assets
Equity
Share Capital
Current
Liabilities
Total
Borrowings
Non-Current
Liabilities
Total
Borrowings
Other
Financial
Data:
EBITDA
EBITDA margin (%)
PBT margin
(%)
PAT Margin
(%)
1,061,431.2
57,902.0
39,290.8
664,525.3
356,994.2
60,000.0
145,659.1
61,416.2
83,725.0
7.89
5.46
3.70
1,216,029.2
51,517.0
35,561.3
658,364.5
343,368.2
60,000.0
105,107.7
80,621.7
80,839.5
6.65
4.24
2.92
1,435,174.0
125,215.0
109,322.5
610,171.9
453,069.2
60,000.0
65,157.3
4,881.7
151,568.2
10.56
8.72
7.62
1,629,475.2
68,339.0
49,413.3
650,315.7
435,923.0
60,000.0
78,196.3
8,401.6
89,298.8
5.48
4.19
3.03
1.4 Brief background on Danajamin
Danajamin is Malaysia's first financial guarantee insurer. Danajamin was established in May
2009, to be a catalyst to stimulate and further develop the Malaysian bond/sukuk market.
Danajamin provides financial guarantee insurance for bonds and sukuk issuances to viable
Malaysian companies to enable access to the Private Debt Securities (PDS) market.
Jointly owned by Minister of Finance Incorporated (50%) and Credit Guarantee Corporation
Malaysia Berhad (50%), Danajamin is rated AAA by both RAM and Malaysia Rating
Corporation (MARC).
3

Danajamin has an issued and paid-up capital of RM1 billion and another RM1 billion callable capital.
As part of the on-going effort by the Malaysian government to ensure the continued flow of credit in the financial system to businesses, Danajamin will provide financial guarantee insurance to issues of private debt and Islamic securities. The insurance (or "wrap") will be available for securities issued by investment grade companies (defined as rated BBB or higher by a Malaysian rating agency).
Issuers will pay a premium to Danajamin in return for the wrap and premiums will be priced based on the standalone credit rating and risk of each respective issue. An issuer with a higher standalone credit rating will enjoy a lower premium, and vice versa. It is intended that the premium offered by Danajamin will be competitive against the prevailing credit spreads available in the market and will facilitate the availability of long-term capital for the issuer.
An issue insured by Danajamin will enjoy a AAA-rating. At the onset, Danajamin has the capacity to insure up to RM15 billion of investment-grade private debt and Islamic securities. In line with the Government's efforts to stimulate the economy, priority will be given to new issues that will fund new investments or projects that have strong multiplier effects. Danajamin aims to support issuers that have demonstrated a strong track record of good corporate governance and risk management. Issues eligible for a Danajamin wrap must be issued by a resident of Malaysia, denominated in Malaysian Ringgit and utilized primarily for investments within Malaysia.
Danajamin is licensed under the Insurance Act 1996, is regulated and supervised by
BNM and is subject to prudential requirements governing its risk-taking activities and management of risks.
(Source; http://www.danaiamin.com/index.php)
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4

SECTION 2.0 THE SUKUK PROGRAMME
Words and expressions used and defined in this Section 2.0 shall, in the event of any inconsistency with the definition section of this Information Memorandum, only be applicable for this Section 2.0.
2.1 Summary of the principal terms and conditions of the Sukuk Programme
1. Names of Parties involved in the Proposal:
2.
Issuer
Facility Description (including the description of Islamic principle)
Mydin Mohamed Holdings Bhd ("Issuer" or "Mydin")
An Islamic medium term notes ("Sukuk") issuance programme of up to RM350.0 million in nominal value ("Sukuk Programme") backed by an unconditional and irrevocable guarantee from
Danajamin based on the Islamic principle of
Musharakah.
In respect of each issue of Sukuk under the Sukuk
Programme, Mydin will identify certain Shariahcompliant business or part thereof ("Business") which will be used as the underlying asset for that particular Musharakah transaction.
The Sukukholders shall, from time to time, form a
Musharakah amongst themselves, which is a partnership amongst the Sukukholders, to invest in
the Business ("Musharakah Venture") via the subscription of the Sukuk to be issued by Mydin.
Mydin shall make a declaration that it holds on trust the Business for the benefit of the holders of the
Sukuk ("Sukukholders"). The Sukuk shall represent, amongst others, the Sukukholders' undivided proportionate interest in the Musharakah Venture.
Mydin shall receive musharakah capital
("Musharakah Capital") arising from the subscription of the Sukuk, which is equivalent to the proceeds from the Sukuk. There will be at least two
Sukukholders forming the Musharakah at each point of issuance.
The return expected by the Sukukholders from the
Musharakah Venture which shall be the yield for the
Sukuk up to the maturity date or the date of declaration of an Event of Default/ Dissolution Event
("Dissolution Date") ("Yield to Maturity"), whichever
is the earlier, is the "Expected Return" of the Sukuk.
Pursuant to the Management Agreement to be entered into between Mydin and the Facility Agent
(acting on behalf of the Sukukholders), the Facility
Agent shall appoint Mydin as the Manager of the
Musharakah Venture.
For the avoidance of doubt, if the Musharakah
Venture involves the investment in Mydin's business
(in part or in whole), the income due to the
Sukukholders shall be based on the Musharakah
Venture's undivided, proportionate interest in the entire business of Mydin. If the Musharakah Venture
5

involves the investment in Mydin's specific business
(in part or in whole), the income due to the
Sukukholders shall be based on the Musharakah
Venture's undivided, proportionate interest in that specific business of Mydin.
In respect of Sukuk with periodic distribution, income from the Musharakah Venture of up to an amount equal to a certain percentage of the face value of the
Sukuk per annum, calculated on the basis of the actual number of days in the relevant period
("Expected Periodic Distribution") shall be distributed periodically in the form of periodic distribution ("Periodic Distribution") to the
Sukukholders of that particular series. The Periodic
Distribution shall be made semi-annually or such period to be determined prior to each issuance of the
Sukuk (each such date for distribution, a "Periodic
Distribution Date"). In the event of any shortfall between the Periodic Distribution and the Expected
Periodic Distribution for such relevant period, Mydin shall make top-up ("Top-up") payments to make good the difference. The Top-up payments will be set-off against the Exercise Price (as defined below) pursuant to the relevant Purchase Undertaking (as defined below). Any income in excess of the
Expected Periodic Distribution shall be retained by
Mydin as an incentive fee.
Any profit or losses derived from the Musharakah
Venture will be distributed or borne by each
Sukukholder in proportion to each Sukukholders' respective contribution of the Musharakah Capital.
In respect of Sukuk without periodic distribution, income from the Musharakah Venture of up to the
Expected Return, which is equivalent to the Yield to
Maturity, shall be distributed on a one-off basis
("One-off Distribution") upon the maturity date or the Dissolution Date, whichever is the earlier. In the event of any shortfall between the One-off
Distribution and the Expected Return for such relevant period, Mydin shall make Top-up payment to make good the difference. The Top-up payment will be set-off against the Exercise Price pursuant to the relevant Purchase Undertaking. Any income in excess of the Expected Return shall be retained by
Mydin as an incentive fee.
Pursuant to the relevant purchase undertaking granted by Mydin in favour of the Facility Agent
(acting on behalf of the Sukukholders) ("Purchase
Undertaking"), Mydin shall undertake to purchase the Sukukholders' interest in the Musharakah
Venture at the Exercise Price on either the maturity date of the Sukuk or the Dissolution Date, whichever is the earlier. Mydin will be entitled to set-off the
Exercise Price with any Top-Up payment(s) made.
6

3.
4.
A diagrammatical illustration of the transaction and the other terms and conditions are set out in
Annexure I.
Exercise Price
In the case of Sukuk with periodic distribution, the
Exercise Price for the Sukuk shall be equivalent to the Musharakah Capital plus the Expected Return less total Periodic Distributions.
In the case of Sukuk without periodic distribution, the
Exercise Price for the Sukuk is equivalent to the
Musharakah Capital plus the Expected Return less any One-off Distribution.
Mydin shall be entitled to deduct any Top-up payment(s) made from the Exercise Price.
Issue/Programme Size
Tenure
Programme of
: The aggregate outstanding nominal value of Sukuk issued under the Sukuk Programme at any point in time shall not exceed RM350.0 million. The issue size of the Sukuk issued under the Sukuk
Programme will be determined at the point of issuance.
For the avoidance of doubt, no roll-over of the Sukuk will be allowed under the Sukuk Programme i.e. maturing Sukuk shall not be refinanced via proceeds from the issuance of new Sukuk.
Issue/Sukuk : Tenure of the Sukuk Programme
Thirteen (13) years from the date of first issue under the Sukuk Programme subject to the following reduction in the limit of the Sukuk Programme:
Anniversary from the date of first issue
(Years)
5
6
7
8
9
10
11
12
13
Total
Facility
Reduction
Schedule
(RM million)
40
40
40
40
40
40
40
40
30
350
Revised
Limit (RM million)
310
270
230
190
150
110
70
30
-
Tenure of the Sukuk
More than one (1) year and up to thirteen (13) years, provided that (i) the Sukuk mature prior to the expiry of the Sukuk Programme; and (ii) any Sukuk when issued shall be subject to the Facility Reduction
Schedule above.
7

5. Availability period of the Sukuk
Programme
The availability period of the Sukuk Programme shall be three (3) years from the date of first issuance and subject to the first Sukuk issuance to be completed within six (6) months from the date of the Securities
Commission ("SC")'s approval.
6.
7.
Profit/Coupon/Rental Rate
Profit/Coupon/ Rental Payment
Frequency
Any Sukuk redeemed may not be re-issued.
In the case of Sukuk issued with Expected Periodic
Distribution, the rate shall be determined prior to the issuance.
Not applicable in the case of Sukuk issued without
Expected Periodic Distribution.
In the case of Sukuk issued with Expected Periodic
Distribution, the Expected Periodic Distribution shall be made on a semi-annual basis or such period to be determined prior to each issuance of the Sukuk.
Not applicable in the case of Sukuk issued without
Expected Periodic Distribution.
8. Profit/Coupon/Rental Payment : In the case of Sukuk issued with Expected Periodic
Basis Distribution, the Expected Periodic Distribution shall be calculated on the basis of the actual number of days elapsed and 365 days in a year (actual/365 days).
Not applicable in the case of Sukuk issued without
Expected Periodic Distribution.
9. Security/Collateral (if any) Unsecured.
10. Details on Utilisation of • The proceeds from the Sukuk will be used for
Proceeds Shariah-compliant purposes as detailed below:
No. Utilisation
1. To finance the development costs of a proposed 555,
633 sq ft Mydin Hypermarket in Seremban 2, Negeri
Sembilan:
2. To finance the development costs of a proposed 817,
133 sq ft Mydin Hypermarket in Mutiara Rini, Johor Bahru:
3. To finance the development costs of a proposed 458,
989 sq ft Mydin Hypermarket in Pelangi Indah, Johor
Bahru:
RM
123.5 million
141.0 million
85.5 million
*The development/construction cost shall include but is not limited to all expenses related to the abovementioned projects, such as fit-out expenses, professional fees, provisions for authorities, site supervision expenses and any ancillary expenses.
8

11. Sinking Fund and Designated
Accounts (if any)
12. Rating
Not applicable.
• Credit rating(s) assigned: : The Sukuk Programme has been accorded an indicative rating of AAA(fg).
RAM Rating Services Berhad ("RAM"). • Name of Rating Agency:
13. Mode of Issue The Sukuk may be issued via bought deal basis or via book-building on a best efforts basis or via direct placement on a best efforts basis.
14. Selling Restrictions, including tradability
: Selling Restrictions at Issuance
The Sukuk may only be offered, sold, transferred or otherwise disposed directly or indirectly to a person to whom an offer or invitation to subscribe the Sukuk may be made and to whom the Sukuk are issued would fall within Schedule 6 or Section 229(1)(b) of the Capital Markets and Services Act 2007 ("CMSA") and Schedule 7 or Section 230(1)(b) of the CMSA and would fall within Schedule 9 or Section 257(3) of the CMSA.
Selling Restrictions Thereafter
The Sukuk may only be offered, sold, transferred or otherwise disposed directly or indirectly to a person to whom an offer or invitation to purchase the Sukuk would fall within Schedule 6 or Section 229(1)(b) of the CMSA and would fall within Schedule 9 or
Section 257(3) of the CMSA.
The Sukuk are tradeable, subject to the above
Selling Restrictions.
14. Listing Status and types of listing
: The Sukuk may be listed on Bursa Malaysia
Securities Berhad under its Exempt Regime.
15. Other regulatory approvals required in relation to the issue, offer or invitation and whether or not obtained (please specify)
16. Conditions Precedent
Not applicable.
: Conditions Precedent for the Establishment of the
Sukuk Programme and the Inaugural Issuance of
Sukuk under the Sukuk Programme
Including but not limited to the following (all have to be in form and substance acceptable to the Lead
Manager): a) The transaction documents- have been executed and where applicable, stamped and presented for registration. b) All relevant notices and acknowledgement
(where applicable) shall have been made or received as the case may be.
9

c) Certified true copies of the Certificate of
Incorporation, and the Memorandum and
Articles of Association of the Issuer. d) Certified true copies of the latest Forms 24 and
49 of the Issuer. e) A certified true copy of the board resolutions of the Issuer authorising, amongst others, the execution of the transaction documents. f) A list of the Issuer's authorised signatories and their respective specimen signatures. g)
A report of the relevant company search of the
Issuer. h) A report of the relevant winding-up search of the Issuer. i) The approval from the SC, and where applicable, all other regulatory approvals. j)
Evidence that the Sukuk Programme has been accorded a rating of AAA(fg) by RAM. k) Evidence that all the transaction fees, costs and expenses have been paid in full.
I) Evidence that the structure and transaction documents have received the approval from the
Shariah Adviser. m) The Lead Manager has received from its legal counsel a favourable legal opinion addressed to it and the Facility Agent advising with respect to, amongst others, the legality, validity and enforceability of the transaction documents and a confirmation addressed to the Lead Manager that all the conditions precedent have been fulfilled. n) the Lead Manager has received documentary evidence that the Danajamin Kafalah (defined hereunder) has been issued in the form and substance acceptable to the Lead Manager. o) Such other conditions precedent as advised by the legal counsel of the Lead Manager.
Conditions Precedent for Subsequent Issuances of
Sukuk under the Sukuk Programme
Including but not limited to the following (all have to be in form and substance acceptable to the Lead
Manager): a) Confirmation from the Issuer that all representations and warranties remain true and accurate.
10

18. Representations and Warranties b) No Event of Default/Dissolution Event has occurred or is continuing. c) Evidence that the rating of the Sukuk
Programme is AAA(fg). d) Approval and confirmation from the Shariah
Adviser on the Sukuk issuance including the
Identified Assets. e) Such other conditions precedent as advised by the legal counsel of the Lead Manager.
The Issuer's representations and warranties shall include but not be limited to the following:
(a) it is a company with limited liability duly incorporated and validly existing under the laws of the Malaysia, has full power to carry on its business and to own its property and assets, and to enter into, exercise its rights under and perform its obligations under the transaction documents to which it is a party, and has full beneficial ownership of all its assets;
(b) its memorandum and articles of association incorporate provisions which authorise, and all necessary corporate and other relevant actions have been taken to authorise, and all relevant consents and approvals of any administrative, governmental or other authority or body have been duly obtained and are in full force and effect which are required to authorise it to execute, deliver and perform the transactions contemplated in the transaction documents to which it is a party in accordance with their terms;
(c) the Sukuk and each of the transaction documents to which it is a party, are or will be when executed and/or issued, as the case may be, in full force and effect and constitutes, or will when executed or issued, as the case may be, constitute, its valid and legally binding obligations enforceable in accordance with the terms of each such transaction document;
(d) neither the execution and delivery of any of the transaction documents to which it is a party, nor the performance of any of the transactions contemplated by the transaction documents by the Issuer, did or does as at the date this representation and warranty is made or repeated:
(i) contravene or constitute a default under any provision contained in any agreement, instrument, law, ordinance, decree, judgment, order, rule, regulation, licence, permit or consent
11

(ii) by which it or any of its assets are bound or which is applicable to it or any of its assets, cause any limitation on it or the powers of its directors, whether imposed by or contained in its memorandum and articles of association or in any agreement, instrument, law, ordinance, decree, order, rule, regulation, judgment or otherwise, to be exceeded,
Or
(iii) cause the creation or imposition of any security interest or restriction of any nature on any of its assets;
(e) no Dissolution Event or Potential Dissolution
Event has occurred and is continuing; and
(f) such other representations and warranties as advised by the legal counsel of the Lead
Manager.
"Potential Dissolution Event" means any event which, upon the giving of any notice and/or lapse of time and/or the issue of a certificate and/or the fulfilment of the relevant requirement as contemplated under the relevant transaction document would constitute an Event of
Default/Dissolution Event.
19. Events of Default/ Dissolution : The Events of Default/Dissolution Events shall be the
Events following:
(a) (1) the Issuer fails to distribute/pay any amount due from it under any series/tranche of the Sukuk. For the purposes of this clause (a)(1), failure by the Issuer to distribute/pay any amount due from it under a particular series/tranche of the Sukuk shall not constitute an Event of
Default/Dissolution Event in respect of the other series/tranche of Sukuk issued under the Sukuk Programme unless the Issuer has also failed to distribute/pay any amount due from it under the other series/tranche of the
Sukuk;
(2) the Issuer fails to pay any amount due from it under any of the transaction documents to which it is a party (other than clause 20(a)(1) above) on the due date or date of demand, if so payable;
(b) any representation, warranty or statement which is made by the Issuer in the transaction documents is or proves to be incorrect or
12

misleading in any material respect, which will in the reasonable opinion of the Facility Agent have a Material Adverse Effect;
(c) the Issuer breaches any of its obligations or terms and conditions under any of the transaction documents to which it is a party
(other than an obligation referred to in clause
20(a) above) which has a Material Adverse
Effect and, if such breach in the reasonable opinion of the Facility Agent is capable of being remedied, the Issuer does not remedy the failure within a period of thirty (30) days after the Issuer became aware or having been notified by the Facility Agent of the breach, whichever is earlier;
(d) save for such indebtedness which are being contested in good faith by the Issuer, any indebtedness of any member of Mydin and its group of companies' ("Mydin Group") for monies borrowed becomes due or payable or capable of being declared due or payable prior to its stated maturity by reason of a default by any member of the Mydin Group in its obligations in respect of the same, or any member of the Mydin Group fails to make any payment in respect thereof on the due date for such payment or if due on demand when demanded or the security for any such indebtedness becomes enforceable or any guarantee or similar obligations of any member of the Mydin Group for any such indebtedness is not discharged at maturity or when called provided that no Event of Default/Dissolution
Event under this clause (d) shall occur if the aggregate amount of indebtedness for monies borrowed is less than fifty per centum (50.0%) of the Mydin Group's total borrowed monies
(including Islamic financing but excluding the
Sukuk) or RM100 million, whichever is the higher;
(e) an encumbrancer takes possession of, or a trustee, liquidator, receiver or similar officer is appointed in respect of all or a substantial part of the business, assets or undertaking of the
Issuer and is not paid out, withdrawn or discharged within thirty (30) days of such appointment, and which will have a Material
Adverse Effect;
(f) the Issuer fails to satisfy any judgment which has a Material Adverse Effect passed against it by any court of competent jurisdiction and no appeal against such judgment has been made to the appropriate appellate court within the time prescribed by law or such appeal has been dismissed;
13

(g) a resolution being passed or an order of court is made that the Issuer be wound up or similar proceedings which are reasonably determined by the Facility Agent to be analogous in effect being instituted (other than for the purposes of an intra Mydin Group reorganisation on a solvent basis or an amalgamation, merger or reconstruction the terms whereof have previously been approved by the Facility Agent unless during or following such reconstruction the Issuer becomes or is declared to be insolvent); or a bona fide petition (which for the avoidance of doubt, excludes frivolous or vexatious petition) is presented for the winding up or dissolution of the Issuer by an order of a court of competent jurisdiction unless such petition is stayed, withdrawn or dismissed within sixty (60) days (or such extended period as the Facility Agent may consent, such consent not to be unreasonably withheld) of its presentation; or the Issuer undergoes any scheme of reconstruction, arrangement or compromise pursuant to Section 176 of the
Companies Act, 1965 or the same being instituted against it;
(h) the Issuer makes a general assignment or enters into an arrangement or composition with or for the benefit of its creditors in respect of all or a material part of (or a particular type of) its indebtedness;
(I) the Issuer is unable to pay any of its debts within Section 218(2) of the Companies Act,
1965 and the Issuer has not taken any action in good faith to set aside such claims within twenty one (21) days from the date of service of such claims for payment;
()) the Issuer ceases to carry on all or a substantial part of its business operation, which will in the reasonable opinion of the Facility
Agent have a Material Adverse Effect;
(k) any provision of the transaction documents is or becomes, for any reason, invalid, illegal, void or unenforceable which would prevent the
Issuer from or entitle the Issuer to refrain from performing any of its obligations thereunder;
(I) the Issuer repudiates any of the transaction documents or the Issuer does or causes to be done any act or thing evidencing an intention to repudiate any of the transaction documents;
(m) all or a material part of the property or assets of the Issuer shall be condemned, seized or otherwise appropriated, nationalised or compulsorily acquired by any person acting under the authority of the governmental body,
14

which will in the reasonable opinion of the
Facility Agent have a Material Adverse Effect;
(n) Danajamin has served a notice to require the
Facility Agent to make a demand or claim on any Danajamin Kafalah pursuant to and in accordance with the terms of the Danajamin
Kafalah. For the purpose of this clause 20(n), such notice by Danajamin requiring the Facility
Agent to demand or claim on a Danajamin
Kafalah issued in relation to a particular series/tranche of Sukuk shall not constitute an
Event of Default/Dissolution Event in respect of the other series/tranche of Sukuk unless
Danajamin has also served a notice to the
Facility Agent to make a demand or claim on the Danajamin Kafalah issued in relation to the other series/tranche of the Sukuk;
(o) Events relating to Danajamin:
The occurrence of any of the following events in respect of Danajamin:
(i) the Danajamin Kafalah ceases to be, or is claimed by the Danajamin not to be, in full force and effect;
(ii)
(iii) it is or will become unlawful for
Danajamin to perform or comply with any one or more of its obligations under the Danajamin Kafalah; a resolution being passed or an order of court is made that Danajamin would be wound up or similar proceedings which are reasonably determined by the Facility Agent to be analogous in effect being instituted or a bona fide petition (which for the avoidance of doubt, excludes vexatious or frivolous petitions) is presented for the windingup or dissolution of Danajamin by an order of a court of competent jurisdiction unless an application to stay, withdraw or dismiss such petition has been filed by Danajamin with the relevant authority within thirty (30) days of its presentation and such petition is stayed, withdrawn or dismissed within seventy five (75) days of its petition;
(iv) Danajamin ceases to carry on its business operations;
(v) Danajamin fails to pay any amount due from it under any Danajamin Kafalah issued by Danajamin in relation to the
Sukuk Programme when due and called upon;
15

16
(vi) Other than such failure by Danajamin as described in clause 20(o)(v) above,
Danajamin stops or threatens to stop payment in respect of its obligations generally or any other debenture of or monies borrowed/financing or any guarantee or indemnity given by
Danajamin is not honoured when due and called upon or any indebtedness of
Danajamin for borrowed monies/financing becomes due or payable or capable of being declared due or payable prior to its stated maturity by reason of a default by
Danajamin in its obligations in respect of the same, or Danajamin fails to make any payment in respect thereof on the due date for such payment or if due on demand when demanded or the security for any such indebtedness becomes enforceable or any guarantee or similar obligations of Danajamin is not discharged at maturity or when called provided that the aggregate amount of Danajamin's obligations in respect of which one or more of the events set out in this clause 20(o)(vi) has occurred equals or exceeds
RM100,000,000.00;
(vii) Danajamin shall default in the performance of any covenant (other than the covenant to pay) in the
Danajamin Kafalah and if such default is in the reasonable opinion of the
Facility Agent capable of remedy, such default shall continue for a period of thirty (30) days after written notice thereof shall have been given to
Danajamin by the Facility Agent and such event is materially prejudicial to the interests of the Sukukholders;
(viii) any representation, warranty or statement which is made by Danajamin in the Danajamin Kafalah is or proves to be incorrect or misleading in any material respect;
(ix) Danajamin repudiates the Danajamin
Kafalah or does or causes to be done any act or thing evidencing an intention to repudiate the Danajamin Kafalah;
(x) Danajamin declares a moratorium on the payment of the principal or profit/interest on its indebtedness;
(xi) Danajamin is unable to pay its debts within Section 218(2) of the Companies

Act, 1965 and Danajamin has not taken any action in good faith to set aside such claims within twenty one (21) days from the date of service of such claims for payment;
(xii) an encumbrancer takes possession of, or a trustee, liquidator, receiver or similar officer is appointed in respect of, all or a substantial part of the business, assets or undertaking of
Danajamin and is not paid out, withdrawn or discharged within thirty
(30) days of such appointment, and which will in the reasonable opinion of the Facility Agent have a Material
Adverse Effect;
(xiii) Danajamin makes a general assignment or enters into an arrangement or composition with or for the benefit of its creditors in respect of all or a material part of (or a particular type of) its indebtedness or where a scheme of arrangement under section
176 of the Companies Act 1965 has been instituted against Danajamin.
"Material Adverse Effect" means in relation to any event or circumstances the occurrence of which, may have a material adverse effect on:
(AA) the assets, business or condition (financial or otherwise) of the Issuer or Danajamin (as the case may be); or
(BB) the Issuer's or Danajamin's ability to perform or comply with any of its obligations under any of the transaction documents or the AI-Kafalah
Facility (as the case may be); or
(CC) the rights and benefits available to the
Sukukholders under any provisions of the transaction documents or the Al-Kafalah
Facility.
For the avoidance of doubt, submission of a claim to the Facility Agent shall be made upon any failure by Mydin to honour its payment obligations under the Purchase Undertaking
(except payment obligations relating to
Compensation (Ta'widh) charges and other charges in respect of the Sukuk).
Upon the occurrence of an Event of
Default/Dissolution Event (other than the Events of
Default/Dissolution Events referred to in clauses
20(a)(1), 20(n) and 20(o)(v)), the Facility Agent may, or shall, if so directed by the Sukukholders of all
Series/Tranche pursuant to an extraordinary
17

resolution, declare that an Event of
Default/Dissolution Event (other than the Events of
Default/Dissolution Events referred to in clauses
20(a)(1), 20(n) and 20(o)(v)) has occurred in respect of all the series/tranches of Sukuk, whereupon:
(A) as stipulated under the Purchase Undertaking, the Issuer shall immediately acquire the
Sukukholders' interest in the Musharakah
Ventures in respect of all the Affected
Series/Tranche by entering into a Sale
Agreement and pay the Exercise Price;
(B) if so directed by the Sukukholders pursuant to an extraordinary resolution, the Facility Agent shall submit a claim on all theDanajamin
Kafalahs.
Upon the occurrence of an Event of
Default/Dissolution Event referred to in clause
20(a)(1)in relation to a series/tranche of Sukuk
("Affected Series/Tranche"), the Facility Agent shall without the need to seek further instruction or directions from the Sukukholders of the Affected
Series/Tranche, declare that such Event of
Default/Dissolution Event has occurred in respect of the Affected Series/Tranche, whereupon:
(I) as stipulated under the Purchase Undertaking, the Issuer shall immediately acquire the
Sukukholders' interest in the Musharakah
Ventures in respect of all the Affected
Series/Tranche by entering into a Sale
Agreement and pay the Exercise Price;
(II) the Facility Agent shall submit a claim on the
Danajamin Kafalah in respect of the Affected
Series/Tranche.
For the avoidance of doubt, apart from the Affected
Series/Tranche, all other series/tranches of Sukuk will continue to be unaffected and will continue to be guaranteed under the respective Danajamin Kafalah.
Upon the occurrence of the Event of
Default/Dissolution Event referred to under clause
20(n) in relation to a series/tranche of Sukuk
("Invited Series/Tranche"), the Facility Agent shall without the need to seek further instructions or directions from the Sukukholders of the Invited
Series/Tranche, declare that such Event of
Default/Dissolution Event has occurred in respect of the Invited Series/Tranche, whereupon:
(I) as stipulated under the Purchase Undertaking, the Issuer shall immediately acquire the
Sukukholders' interest in the Musharakah
Ventures in respect of all the Invited
Series/Tranche by entering into a Sale
Agreement and pay the Exercise Price.
18

20. Covenants
(a) Positive Covenants
(II) the Facility Agent shall submit a claim on the
Danajamin Kafalah in respect of the Invited
Series/Tranche.
For the avoidance of doubt, apart from the Invited
Series/Tranche, all other series/tranches of Sukuk will continue to be unaffected and will continue to be guaranteed under the respective Danajamin Kafalah.
Upon the occurrence of the Event of
Default/Dissolution Event referred to under clause
20(o)(v), the Facility Agent shall without the need to seek further instructions or directions from the
Sukukholders of all the other series/tranches, being the series/tranches other than the Affected Series which Danajamin has failed to pay such amount that is due and called upon it (such other series/tranche is hereinafter referred to as "Unaffected
Series/Tranche"), declare that such Event of
Default/Dissolution Event has occurred in respect of all the Unaffected Series/Tranche, whereupon:
(I) as stipulated under the Purchase Undertaking, the Issuer shall immediately acquire the
Sukukholders' interest in the Musharakah
Ventures in respect of all the Unaffected
Series/Tranche by entering into a Sale
Agreement and pay the Exercise Price;
(II) the Facility Agent shall submit a claim on the
Danajamin Kafalah in respect of all the
Unaffected Series/Tranche.
Including but not limited to the following:
(a) the Issuer shall provide to the Facility Agent at least on an annual basis, a certificate confirming that it has complied with all its obligations under the transaction documents and the terms and conditions of the Sukuk and that there does not exist or had not existed, from the first date the Sukuk were issued or the date of the last certificate, as the case may be, any Event of Default/Dissolution Event, and if such is not the case, to specify the same;
(b) the Issuer shall deliver to the Facility Agent the following:
(i) as soon as they become available (and in any event within 180 days after the end of its financial year) copies of its consolidated financial statements for that year which shall contain the income statements and balance sheets of the
Issuer and which are audited and certified without qualification by a firm of independent certified public accountants
19

acceptable to the Facility Agent;
(ii) as soon as they become available (and in any event within 90 days after the end of the first half of its financial year) copies of its unaudited half-yearly consolidated financial statements for that period which shall contain the income statements and balance sheets of the Issuer and which are duly certified by any one of its directors;
(ii) promptly, such additional financial or other information or reports relating to the
Issuer's business and its operations as the Facility Agent may from time to time request;
(iii) promptly, all notices or other documents received by the Issuer from any of its shareholders or its creditors, which contents may materially and adversely affect the interests of the Sukukholders, and a copy of all documents dispatched by the Issuer to its shareholders (or any class of them) in their capacity as shareholders or its creditors generally at the same time as these documents are dispatched to these shareholders or creditors;
(c) the Issuer shall promptly notify the Facility
Agent of any change in its condition (financial or otherwise) and of any litigation or other proceedings of any nature whatsoever being threatened or initiated against the Issuer before any court or tribunal or administrative agency which may have a Material Adverse Effect on the ability of the Issuer to perform any of its obligations under any of the transaction documents or the Sukuk;
(d) the Issuer shall promptly notify the Facility
Agent of any change in its board of directors and/or shareholders;
(e) the Issuer shall promptly give notice to the
Facility Agent of the occurrence of any Event of
Default/Dissolution Event or any Potential
Dissolution Event forthwith upon becoming aware thereof, and it shall take all reasonable steps and/or such other steps as may reasonably be requested by the Facility Agent to remedy and/or mitigate the effect of the
Event of Default/Dissolution Event or the
Potential Dissolution Event;
(f) the Issuer shall maintain in full force and effect all relevant authorisations, consents, rights, licences, approvals and permits (governmental
20

and otherwise) and will promptly obtain any further authorisations, consents, rights, licences, approvals and permits (governmental and otherwise) which is or may become necessary to enable it to own its assets, to carry on its business or for the Issuer to enter into or perform its obligations under the transaction documents or to ensure the legality, validity, enforceability, admissibility in evidence of the obligations of the Issuer or the priority or rights of the Facility Agent or the Sukukholders under the transaction documents and the
Issuer shall comply with the same;
(g) the Issuer shall at all times on demand by the
Facility Agent execute all such further documents and do all such further acts reasonably necessary at any time or times to give further effect to the terms and conditions of the transaction documents;
(h) the Issuer shall exercise reasonable diligence in carrying out its business and affairs in a proper and efficient manner and in accordance with sound financial and commercial standards and practices;
(I)
U) the Issuer shall promptly perform and carry out all its obligations under all the transaction documents (including but not limited to redeeming the Sukuk on the relevant maturitydate(s) or any other date on which the
Sukuk are due and payable) and ensure that it shall immediately notify the Facility Agent in the event that the Issuer is unable to fulfil or comply with any of the provisions of the transaction documents; the Issuer shall prepare its financial statements on a basis consistently applied in accordance with approved accounting standards and those financial statements shall give a true and fair view of the results of the operations of the
Issuer for the period to which the financial statements are made up and shall disclose or provide against all liabilities (actual or contingent) of the Issuer;
(k) the Issuer shall maintain an accounting system and records in compliance with applicable statutory requirements and in accordance with approved accounting principles which are adequate to record and reflect the operations and financial condition of the Issuer and it will permit, upon reasonable request by the Facility
Agent or its agent and servants and any person appointed or authorised by it, at all reasonable times to have access to and to inspect its books of accounts and records relating to its business at any office, branch or place of
21

(b) Negative Covenants business of the Issuer and all records kept by any other persons;
(I) the Issuer shall promptly comply with all applicable laws including the provisions of the
Capital Markets and Services Act 2007 and all circulars, conditions or guidelines issued by the
SC from time to time;
(m) the Issuer shall at all times maintain a paying agent in Malaysia;
(n) the Issuer shall procure that the Paying Agent shall notify the Facility Agent in the event that the Paying Agent does not receive payment from the Issuer on the relevant due dates; and
(o) such other covenants as advised by the legal counsel of the Lead Manager.
Including but not limited to the following:
(a) the Issuer shall not add, delete, amend or substitute its Memorandum or Articles of
Association or other constitutional documents in a manner inconsistent with the provisions of the transaction documents;
(b) the Issuer shall not reduce its authorised or paid-up share capital whether by varying the amount, structure or value thereof or the rights attached thereto or by converting any of its share capital into stock, or by consolidating, dividing or sub-dividing all or any of its shares, or by any other manner;
(c) the Issuer shall not use the proceeds of the issue of the Sukuk for any purpose other than as stated in this termsheet;
(d) the Issuer shall not amend or agree to any amendment of any transaction document to which it is a party, in each case in a manner which is materially prejudicial to the rights of the Sukukholders;
(e) the Issuer shall not put to its directors or shareholders any resolution for, or appoint any liquidator for, its winding-up or any resolution for the commencement of any bankruptcy or insolvency proceeding with respect to it;
(f) the Issuer shall not enter into any agreement or transaction, directly or indirectly, with interested persons (including a director of the Issuer, a substantial shareholder of the Issuer or persons connected with a director or a substantial shareholder of the Issuer), save and except such transactions between the
Issuer and interested persons which have been
22

disclosed to Danajamin, unless,
(I) such transaction is on terms that are no less favourable to the Issuer than those which could have been obtained in a comparable transaction from persons who are not interested persons; and
(ii) in respect of a transaction involving an aggregate payment or value equal to or greater than 5% of its Net Tangible
Assets ("NTA"), the Issuer obtains certification from an independent adviser that the transaction is carried out on fair and reasonable terms; and provided that the Issuer shall certify to the
Facility Agent:
(2) that the transaction complies with the requirement in clause 21(b)(f)(i); that the Issuer has received the certification referred to in clause
21(b)(f)(ii) (where applicable); and
(3) the transaction has been approved by the majority of the Issuer's Board of
Directors or shareholders in a general meeting, as the case may require; such other negative covenants as advised by the legal counsel of the Lead Manager.
Nil 21. Provisions on buy-back and early redemption of Sukuk:
22. Other Principal terms and conditions for the issue
(i) Redemption
(ii) Purchase and Cancellation
(iii) Status
Unless previously redeemed, purchased or cancelled, the Issuer shall redeem the Sukuk at their nominal value on the respective maturity date(s).
The Issuer and/or its related corporations may at any time purchase the Sukuk in the open market at any price. The Sukuk purchased shall not be counted for the purposes of voting and these Sukuk shall be cancelled and cannot be reissued.
The Sukuk shall represent the Sukukholders' undivided proportionate interest in the Musharakah
Venture of the relevant series of Sukuk. The Sukuk will constitute direct, unconditional and unsecured obligations of the Issuer and shall at all times rank pan passu, without discrimination, preference or priority amongst themselves and at least pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer, except those preferred by law and the transaction
23

(iv) Availability
(v) Compensation (Ta'widh)
(vi) Taxation
(ix) Governing Laws
(x) Jurisdiction
(vii) No Payment of Interest
(viii) Danajamin Kafalah documents
Upon completion of documentation and, unless waived by the Lead Manager, compliance of all conditions precedent and other applicable conditions to the satisfaction of the Lead Manager.
In the event of any overdue payments of the Exercise
Price, Mydin shall pay the compensation on such overdue amounts at the rate and manner prescribed by the SC's SAC from time to time in accordance with Shariah.
: All payments in respect of the Sukuk and the transaction documents by the Issuer shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any authority having power to tax, unless the withholding or deduction of such taxes, duties, assessments, or governmental charges is required by law. In such event, the Issuer shall pay additional amounts so that the full amount which otherwise would have been due and payable under the Sukuk is received by parties entitled thereto.
The Sukuk and the transaction documents shall be governed by the laws of Malaysia.
The Issuer shall unconditionally and irrevocably submit to the non-exclusive jurisdictions of the courts of Malaysia.
For the avoidance of doubt and notwithstanding any other provision to the contrary herein contained, it is hereby agreed and declared that nothing in this principal terms and conditions and the transaction documents shall oblige or entitle any party nor shall any party pay or receive or recover interest on any amount due or payable to another party pursuant to the principal terms and conditions or the transaction documents and the parties hereby expressly waive and reject any entitlement to recover such interest.
Under the Al-Kafalah Facility, Danajamin shall issue an irrevocable and unconditional Danajamin Kafalah in favour of the Facility Agent to guarantee all payment obligations of the Issuer (except payment obligations on Compensation (Ta'widh) charges and other charges in respect of the Sukuk) under the
Purchase Undertaking in relation to the Sukuk
Programme. The Danajamin Kafalah will be evidenced by a separate AI-Kafalah facility agreement to be executed between Mydin and
Danajamin.
Each Danajamin Kafalah shall only allow one (1) demand to be made against Danajamin.
24

(xi) Advance Facility
(xii) Form and Denomination
(xiii) Other Conditions
Danajamin is, pursuant to a letter of offer dated 8
February 2011, offering to make available to the
Issuer an advance facility in respect of any Top-up payments in relation to the Sukuk Programme upon the terms set out therein. Danajamin has the sole and absolute discretion in deciding whether any advance in respect of any Top-up payments will be extended under the facility.
The Sukuk shall be issued in accordance with (1) the
"Participation and Operation Rules for Payment and
Securities Services issued by MyClear ("MyClear
Rules") and (2) MyClear Procedures, or their replacement thereof (collectively the "MyClear Rules
and Procedures") applicable from time to time.
Each tranche of the Sukuk shall be represented by a global certificate to be deposited with BNM, and shall be exchanged for definitive bearer forms only in certain limited circumstances. The denomination of the Sukuk shall be RM1,000 or in multiples of
RM1,000 at the time of issuance or such other denomination as may be mutually agreed between the Issuer and the Lead Manager.
The Sukuk shall at all times be governed by the guidelines issued and to be issued from time to time by SC, BNM and/or any other authority in Malaysia having jurisdiction over matters pertaining to the
Sukuk and the MyClear Rules and Procedures.
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25

Please see below for the diagram illustrating the Musharakah structure.
2 Issues Sukuk
4 Purchase Undertaking
Mydin Mohamed
Holdings {Mydin) r aft. er
1 identifies Business
3 Appoints as Manager
2 Proceeds
Musharakah
Venture
(Trust Asset)
Facility Agent
(Acting on behalf of the Investors)
2 Invests in venture
3 One-off Distribution/ Periodic Distributions
4
2 Musharakah
Capital
/Proceeds
In respect of each issue of Sukuk under the Sukuk Programme, Mydin Mohamed Holdings Berhad ("Mydin") will identify certain
Step 1 Shariah-compliant business or part thereof ("Business") which will be used as the underlying asset for that particular
Musharakah transaction.
Step 2
The Sukukholders shall, from time to time, form a Musharakah amongst themselves, which is a partnership amongst the
Sukukholders, to invest in the Business ("Musharakah Venture") via the subscription of the Sukuk to be issued by Mydin.
Mydin shall make a declaration that it holds on trust, the Business for the benefit of the holders of the Sukuk ("Sukukholders").
The Sukuk shall represent amongst others, the Sukukholders' undivided proportionate interest in the Musharakah Venture.
Mydin shall receive musharakah capital ("Musharakah Capital") arising from the subscription of the Sukuk, which is equivalent to the proceeds from the Sukuk.
The return expected by the Sukukholders from the Musharakah Venture which shall be the yield for the Sukuk up to the maturity date or the date of declaration of an Event of Default/ Dissolution Event ("Dissolution Date") ("Yield to Maturity"), whichever is the earlier, is the "Expected Return" of the Sukuk. The Sukukholders via the Facility Agent shall appoint Mydin as the Manager for the Musharakah Venture.
In respect of Sukuk with periodic distribution, income from the Musharakah Venture of up to an amount equal to a certain percentage of the face value of the Sukuk per annum, calculated on the basis of the actual number of days in the relevant period ("Expected Periodic Distribution") shall be distributed periodically in the form of periodic distribution ("Periodic
Distribution") to the Sukukholders of that particular series. The Periodic Distribution shall be made semi-annually or such period to be determined prior to each issuance of the Sukuk (each such date for distribution, a "Periodic Distribution Date"). In
Step 3 the event of any shortfall between the Periodic Distribution and the Expected Periodic Distributed for such relevant period,
Mydin shall make top-up ("Top-up") payments to mace good the difference. The Top-up payments will be set-off against the
Exercise Price pursuant to the relevant Purchase Undertaking. Any income in excess of the Expected Periodic Distribution shall be retained by Mydin as an incentive fee.
In respect of Sukuk without periodic distribution, income from the Musharakah Venture of up to the Expected Return, which is equivalent to the Yield to Maturity, shall be distributed on a one-off basis ("One-off Distribution') upon the maturity date or the
Dissolution Date, whichever is the earlier. In the event of any shortfall between the One-off Distribution and the Expected Return for such relevant period, Mydin shall make Top-up payment to make good the difference. The Top-up payment will be set-off against the Exercise Price pursuant to the relevant Purchase Undertaking. Any income in excess of the Expected Return shall be retained by Mydin as an incentive fee.
Step 4
Pursuant to the relevant purchase undertaking granted by Mydin in favour d the Facility Agent (acting on behalf d the
Sukukholders) ("Purchase Undertaking"), Mydin shall undertake to purchase the Sukukholders' interest in the Musharakah
Venture at the Exercise Price on either the maturity date of the Sukuk or the Dissolution Date, whichever is the earlier. Mydin will be entitled to set-off the Exercise Price with any Top-Up payment(s) made.
26

2.2 Utilisation of proceeds
The proceeds from the Sukuk will be used as follows:
No. Utilisation
1.
2.
3.
To finance the development costs of a proposed 555,633 sq ft Mydin Hypermarket in Seremban 2, Negeri Sembilan:
To finance the development costs of a proposed 817,133 sq ft Mydin Hypermarket in Mutiara Rini, Johor Bharu:
To finance the development costs of a proposed 458,989 sq ft Mydin Hypermarket in Pelangi lndah, Johor Bharu:
RM
123.5 million
141.0 million
85.5 million
*The development/construction costs shall include but is not limited to all expenses related to the abovementioned projects, such as fit-out expenses, professional fees, provisions for authorities, site supervision expenses and any ancillary expenses.
2.3 Rating
The Sukuk Programme has been accorded an indicative rating of AAA(fg) by RAM.
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27

SECTION 3.0 INVESTMENT CONSIDERATIONS
The following is a summary of the risk factors relating to the Sukuk. This section does not purport to be comprehensive or exhaustive and is not intended to substitute or replace an independent assessment of the risk factors that may affect the Sukuk. Each investor should carefully conduct his or her independent evaluation of the risks associated with investing in the Sukuk. Investors should also note that each issue of the Sukuk will carry different risks and all potential investors are strongly encouraged to evaluate each Sukuk issue based on its own merit.
3.1 Risks relating to Mydin
(a) Retail industry risks
The retail industry in Malaysia, and in particular, the operations of hypermarkets in
Malaysia is highly competitive. Mydin faces competition from domestic and international hypermarkets, department stores, supermarkets, specialty retailers, discount stores and other forms of retail business in the areas which Mydin currently operates and future locations where Mydin may open new hypermarkets. Mydin competes with other retailers in Malaysia based on, amongst others:
- The price of merchandise carried;
Store brand recognition and store image;
The location and size of a store;
The reputation, mix and quantity of the brands, merchandise and products offered;
The quality of customer service; and
- The ability to understand and respond to customer demands in a timely manner.
Some of Mydin's competitors, particularly other retail chain operators, may have more financial and managerial resources than Mydin. A number of different competitive factors could have a material adverse effect on Mydin's business, results, operations and financial conditions in the markets in which Mydin operates, including, amongst others:
The adoption of aggressive pricing strategies, popular merchandise mix, innovative store formats or retail sales campaigns by Mydin's existing or new competitors;
The entrance of new competitors into Mydin's market segment and increased competition from other international and local players;
The increase in competitors operational efficiency; and
Mydin's suppliers establishing their own stores.
To the extent that Mydin fails to compete successfully in its existing and new markets due to any of these factors, Mydin's business, financial condition and operations may be materially and adversely affected.
(b) Competition
Mydin is exposed to intense competition within the local mass grocery retail sector, given the presence of large foreign-owned hypermarkets such as Tesco, Carrefour and Giant that are able to capitalise on the experience and networks of their parents, which are in turn established players within the regional/global arena. Mydin also has to contend with its local and more established peers. The intensely competitive environment and increasing contributions from the hypermarket segment to the
Group's performance have compressed its overall profit before depreciation, interest and taxes ("OPBDIT") margin, from 7.38% in FY March 2007 to just 3.11% in FY
March 2011. Such razor-thin margins may not afford much room to absorb cost increases. Going forward, the operating landscape for hypermarkets is envisaged to remain keenly competitive as key players implement their expansion strategies in a tussle for market share.
28

(c)
(d)
(e)
(f)
Delays in completion of projects
Mydin's projects may be affected due to delays in obtaining approvals from the various regulatory authorities, sourcing and securing quality construction materials in adequate amount, availability of skilled and reliable contractors and consultants and favourable credit terms. Although the management of Mydin monitors the project schedules intensively to minimise any delay in the completion of its projects, there is no assurance that such delays will not occur.
Dependence on geographical locations
The success of Mydin's hypermarkets is dependent on, amongst others, the locality and demand of the target market. There is no assurance that Mydin's management will be able to acquire prime land in the future and even if Mydin's management is able to acquire such prime land, there is no assurance that the land can be acquired at competitive prices.
Political and economic risks and regulatory conditions
Mydin's operation, financial conditions and prospects are subject to the economic, political and legal developments of Malaysia including, but not limited to, regulations relating to pricing, consumer protection, product quality, food safety and public safety.
Mydin cannot predict whether changes in the political, economic and social policies in
Malaysia, or in the relevant laws, rules and regulation, will not have a material adverse effect on Mydin's current or future business, financial conditions and operational results of Mydin.
The hypermarket industry is regulated and controlled by the Ministry of Domestic
Trade, Cooperatives and Consumerism ("MDTCC"). There is no assurance that the
MDTCC or the Government would not impose regulations and restriction on Mydin or the enforcement of regulation on foreign hypermarkets which would affect the competitive edge of Mydin.
Local regulatory authorities conduct periodic inspections, examinations and inquiries in respect of Mydin's compliance with the relevant regulatory requirements. If Mydin fails to comply with these laws and regulations, Mydin may be exposed to penalties, fines, the suspension or revocation of Mydin's licenses or permits to conduct business or administrative proceedings and litigation may be commenced against
Mydin. Mydin cannot assure that it will be able to meet all the applicable regulatory requirements and guidelines, or comply with all the applicable regulations at all times, or that Mydin will not be subject to sanctions, fines or other penalties in the future as a result of non-compliance.
Dependence on key personnel and employees
The success of Mydin's operations will depend largely on the ability and continued efforts of the directors and senior management of the company. Mydin's management has over 50 years of experience in the wholesale and retailing industry in Malaysia.
The loss or departure of any of its directors and senior management may affect the company's competitiveness in the industry. However, the risk is mitigated by the fact that some of the key personnel have a vested interest in the success of Mydin through shares held in Mydin. Furthermore, the management has demonstrated the level of commitment and dedication over the last 50 years, which has been crucial to the success of Mydin to date. In addition, Mydin's operations depend heavily on general workers (6410 or 88% of its total employees are local and 912 or 12% of its total employees are foreign workers and there is no assurance that the government will not impose any regulations and laws to restrict the employment of foreign workers in the future or any event which would cause a shortage of foreign workers.
29

3.2
(g)
Consumer spending pattern influenced by the economy
Consumer spending patterns in Malaysia are influenced by the state of Malaysia's economy, which in turn affects Mydin's sales volume, turnover, profitability and growth. Generally, consumers tend to increase their expenditures when the
Malaysian economy is experiencing strong growth and when they have more disposable income available for personal consumption. Conversely, a recession in the Malaysian economy or uncertainties regarding future economic prospects may result in a reduction in consumer spending. As a result, the state of the economy in
Malaysia has a significant impact on Mydin's future performance, results of operations and profitability.
(h)
In addition, the impact of inflation on different categories of products, such as food products, on the Malaysian economy may affect consumer spending patterns and materially and adversely affect Mydin's business, financial condition and results of operations. A slowdown or downturn in the global and local economy may also materially and adversely affect the economic growth of Malaysia, thereby affecting
Mydin's business, financial condition and results of operations and future prospects.
Consumer spending pattern influenced by seasonality
Mydin experiences seasonal fluctuations in its sales volume and turnover as its business is sensitive to local consumer spending patterns in Malaysia. Local spending patterns are generally stable during each calendar year, but are typically affected by seasonal shopping and consumption patterns. As a result, Mydin generally records higher sales during major festivals and holidays, such as the New
Year holiday, the Chinese New Year holiday, the Labour Day holiday, Hari Raya holiday, Deepavali holiday and the National Day holiday. Accordingly, any material and adverse trends in sales during these periods, and other factors such as any unexpected shifts in the timing of holidays or other unpredictable events may affect
Mydin's results of operations during these periods, as well as its annual financial results.
(I)
Ambitious growth strategy entails execution risk
Mydin faces execution risk arising from its expansion strategy. The Mydin Group plans to open two to three new hypermarkets annually between FY Mar 2013 and FY
Mar 2017, a stark contrast relative to its track record of only four hypermarkets in five years. This entails considerable execution risk and demand on management resources.
Risks relating to the Sukuk
3.2.1 No Prior Market for the Sukuk Programme
The Sukuk to be issued under the Sukuk Programme comprise a new issue of securities for which no secondary market currently exists and in the event that a secondary market of the Sukuk does develop, there can be no assurance that it will continue.
Furthermore, there can be no assurance as to the liquidity of any market that may develop for the Sukuk, the ability of the holders to sell their Sukuk or the prices at which holders would be able to sell their Sukuk.
Each issue will carry different risks and all potential investors are strongly encouraged to evaluate each issue based on its own merit.
30

3.2.2 Rating of the Sukuk
The Sukuk Programme has been assigned an indicative rating of AAA(fg) by RAM.
The rating is not a recommendation to purchase, hold or sell the Sukuk. There is no assurance that the rating will remain in effect for any given period of time or that the rating will not be lowered, suspended or withdrawn entirely by an assigning rating organisation in the future, if, in its judgment, circumstances in the future so warrants.
3.2.3 Mydin's ability to meet payment obligations under the Sukuk Programme
The ability of Mydin to meet its payment obligations under the Sukuk will depend on the income and revenue generated from its business. Repayment of the Sukuk will be
Mydin's obligation alone. In particular, the Sukuk will not be obligations or responsibilities of, or guaranteed by the Principal Adviser, Lead Arranger and Lead
Manager or any subsidiary or affiliate thereof, or any other person involved or interested in the transaction envisaged under the Sukuk Programme. None of such persons will accept any liability whatsoever under the Sukuk in respect of any failure by Mydin to pay any amount due thereunder.
The Sukuk are, however, guaranteed by an AI-Kafalah facility to the extent of all payment obligations of the Issuer (except payment obligations on Compensation
(Ta'widh) charges and other charges in respect of the Sukuk) under the Purchase
Undertaking in relation to the Sukuk Programme.
3.2.4 There is no assurance that the Sukuk will be Shariah-compliant
CIMB (backed by the CIMB Islamic Shariah Committee), as the Shariah Adviser, has issued a Shariah pronouncement in respect of the Sukuk Programme and the related structure and mechanism of the Sukuk Programme and its compliance with Shariah principles. However, there is no assurance that the Sukuk will be Shariah-compliant and the Shariah pronouncement is only an expression of the view of the Shariah
Adviser. Investors are reminded that, as with any Shariah views, differences in opinion are possible. Investors are advised to obtain their own independent Shariah advice as to whether the Sukuk Programme structure meets their individual standards of compliance with Shariah principles and make their own determination as to the future tradeability of the Sukuk in any secondary market.
3.2.5 Musyarakah Structure
The Musyarakah structure is based on the concept of a partnership. Therefore, the partners in a Musyarakah venture (i.e. the Sukukholders) will be exposed to both the risk of loss as well as the gain of profit. Any profit or loss derived from the partnership will be distributed to or borne by each Sukukholder in proportion to each
Sukukholder's contribution of capital in the partnership. There is no guarantee that the Musyarakah Venture will generate income and revenue and the payment obligation of the Sukuk is the sole responsibility of Mydin.
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31

3.3 Forward-looking statements
•
•
•
•
•
•
•
•
•
•
This Information Memorandum contains certain forward-looking statements and information relating to Mydin and its subsidiaries that are based on the beliefs of its management as well as assumptions made by and information currently available to its management. When used in this Information Memorandum, the words "aim", "anticipate", "believe", "could", "expect",
"going forward", "intend", "may", "ought to", "plan", "project", "seek", "should", "will", "would" and the negative of these words and other similar expressions, as they relate to Mydin or its management, are intended to identify forward-looking statements. Such statements reflect the current views of Mydin's management with respect to future events, operations, liquidity and capital resources, some of which may not materialise or may change. These statements are subject to certain risks, uncertainties and assumptions, including the other risk factors as described in this Information Memorandum. You are strongly cautioned that reliance on any forward- looking statements involves known and unknown risks and uncertainties. The risks and uncertainties facing Mydin which could affect the accuracy of forward-looking statements include, but are not limited to, the following:
•
• its business prospects; future developments, trends and conditions in the industry and markets in which it operates; its business strategies and plans to achieve these strategies; general economic, political and business conditions in the markets in which it operates; changes to the regulatory environment and general outlook in the industry and markets in which we operate; the effects of the global financial markets and economic crisis; its ability to reduce costs; its dividend policy; the amount and nature of, and potential for, future development of its business; capital market developments; the actions and developments of its competitors; and change or volatility in interest rates, foreign exchange rates, equity prices, volumes, operations, margins, risk management and overall market trends.
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32

SECTION 4.0 BACKGROUND INFORMATION ON MYDIN
4.1 Corporate history and principal activities
Mydin was incorporated in Malaysia under the Companies Act, 1965 on 23 July 1991 under the name of Melati Makmur Sdn Bhd which took over the business of Syarikat Mydin
Mohamed, a sole proprietorship, founded in 1956 by Mydin Mohamed. The principal activity of Mydin is to operate operate hypermarket, supermarket, emporium, franchising wholesale business and shopping centre operations. On 17 January 1992, Mydin changed its name to
Mydin Mohamed & Sons Sdn Bhd. Subsequently on 25 June 2001, Mydin changed its name to Mydin Mohamed Holdings Sdn Bhd and is presently known as Mydin Mohamed Holdings
Bhd.
The first Mydin store was opened by En. Mydin Mohamed in 1956. The first store started by selling toys imported from Thailand in Kota Bharu, Kelantan. The second branch was opened in Kuala Terengganu in 1979. In less than 10 years, the third Mydin branch which marked Mydin's first store in the Kiang Valley was opened on Jalan Masjid India.
Mydin has grown steadily and at a commendable pace with a current market share worth
RM1.6 billion. It is Mydin's vision to be the leading Malaysian wholesale hypermarket in
Malaysia. As at 31 August 2011, Mydin Group has 98 outlets nationwide consisting of 4 hypermarkets, 16 emporiums, 2 bazaar, 3 food courts, 6 warehouses, 48 mini markets (My
Mydin), 8 convenient stores (My Mart Mydin) and 9 franchises and 2 held by associates. All of Mydin Group's outlets are located in Malaysia. Collectively, the Mydin Group's combined retail space comes up to approximately 1.38 million square feet (sq. ft.). From an operational perspective, Mydin currently has approximately 7,322 employees with an outreach of more than one million customers throughout Malaysia.
Mydin's products range from grocery, fresh, soft-line and hard-line items. Hard-line products include hardware, electrical, stationery, porcelain and toys, whilst soft-line comprises of textiles and fabrics. Food-line includes confectionery, drinks and beverages, delicatessen and dairy products. In their early years of operation, Mydin's focus has always been on the non-food sector until they bought over the first supermarket located in Selayang in 1997.
Mydin's performance over the years, in its business has earned itself numerous awards including
Award Recognition Party/ Presented by
Development 1. The 8th Asia Pacific International Entrepreneur
Excellence Award 2009" under the category of
"Excellence Brand"
Entrepreneur
Association
2. Service & Courtesy Excellence Award for Retailer
2008/2009 for USJ, Subang Jaya Hypermarket and
Kuala Terengganu Hypermarket
Malaysia Retail Association
(MRA)
3. IPD-OUM Award Ceremony 2008 (Institute of
Professional Development) for the effort and contribution towards the development of human capital and continuous upgrading of the intellectual capacity
Open University of Malaysia
4. CIO 100 HONOUREE 2008 CIO Business Technology
Leadership
5. 3 awards for category in "Quality Merchandise,
Courteous services & Store Presentation for
2007/2008" - (Kuala Terengganu Hypermarket and
Subang Jaya Hypermarket)
MRA
33

6. Winner of the E-50 Enterprise 2007 Award
7.
Most Supportive Hypermarket for small medium enterprise Industry
SME Corp Malaysia
The Federal
Marketing Authority
Agriculture
8 Fair Price Award Winner for 2006/2007 in the categories of
• Textile, Batik & Songket
• DVDsNCDs/CDs/Cassettes
MDTCC
9. Winner of "Fair Price Retailer" for 4 consecutive years from 2003 / 2004 until 2008 / 2009
10.
Awards of the "Consumer Choice 2008 /2009" for
Kuala Terengganu Hypermakret & Kuantan
Wholesale Emporium
11.
Anugerah Industri Jualan Terbaik Produk Bekalan
(Processed) on 6 Septembe2007
MDTCC
MDTCC
The Federal Agriculture
Marketing Authority
12. Winner of the Malaysia Business Leadership Awards
2010 under the category of Retail Chain Sector.
Kuala Lumpur Malay Chamber of Commerce
4.2
4.3
Share capital
The authorised and issued and paid-up share capital of Mydin as at 31 August 2011 are as follows:
(a) Authorised share capital
Type of shares
Ordinary
No of shares Par Value (RM) Total (RM)
100,000,000 1.00 100,000,000
(b) Issued and paid-up share capital
Type of shares
Ordinary
No of shares Par Value (RM) Total (RM)
60,000,000 1.00 60,000,000
Shareholding structure
The shareholders of the Company as at 31 August 2011 are as follows:
Name No. of shares
Direct
40,800,000 68.0 Siti Hawa Binti Mohd Munji,
Datin
Ameer Ali Bin Mydin, Dato' Hj
Ahimmat Bin Mydin Mohamed
Salim Bin Mydin Mohamed
Murad Ali Bin Mydin Mohamad
4,800,000
4,800,000
4,800,000
4,800,000
8.0
8.0
8.0
8.0
34

4.4 Subsidiaries and associated company
The subsidiaries and associated company of Mydin as at 31 August 2011 are as follows:
Principal activities Name Country Effective equity interest held (%)
Subsidiaries
My Mydin Sdn Bhd
Ayer
Development
Bhd
Molek
Sdn
Malaysia
Malaysia
Fikiran Mantap Sdn
Bhd
Mydin Retail
Academy Sdn Bhd
Mydin
Sdn Bhd
FoodCourt
Mydin Melaka Bazaar
Sdn Bhd
Malaysia
Malaysia
Malaysia
Malaysia
Mydin Cleaning and
Packing Services
Sdn Bhd
My Mart Mydin Sdn
Bhd
Associated company
'man lkhlas (M) Sdn
Bhd
Malaysia
Malaysia
Subsidiaries of My Mart Mydin Sdn Bhd
*My Mart Bangsar
Sdn Bhd
Malaysia
Malaysia *My Mart JMI Sdn
Bhd
*My Mart KB Sdn
Bhd
*My Mart Shelly Sdn
Bhd
*My Mart
K.Terengganu Sdn
Bhd
Malaysia
Malaysia
Malaysia
Malaysia
* Operations transferred to My Mart Mydin Sdn Bhd
100
100
100
100
70
70
100
100
100
100
100
100
100
50
Mini Market
Dormant
Dormant
Dormant
Food court
Bazaar
Dormant
Convenience Store
Ceased operation
Ceased operation
Ceased operation
Ceased operation
Ceased operation
Wholesale retailer and
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35

4.5 Profile of Board of Directors
The directors of Mydin and their respective profiles as at 31 August 2011 are as follows:
Name Biodata
Ameer Ali Bin Mydin, Dato' Hj Dato' Hj Ameer, a Malaysian, is the Managing Director of
NRIC No. 560604-07-5341 the company. In 1979 he graduated from the Western
Michigan University in the USA where he obtained a
Bachelor's degree in Chemistry with a minor in
Management. He obtained his Master's Degree in
Management from Sonoma State University in California.
Upon his return he opted for a position at Arab Malaysian
Merchant Bank before being posted to Sarawak as the
Branch Manager. He was promoted after several years to the position of Manager in the Corporate Banking
Division. In 1989, after 8 years in the Banking Industry, he finally took over the helm of the company. He currently sits on the advisory board of numerous governmental and non-governmental bodies, some of which includes the following:
Appointed on the Advisory panel for University
Malaysia Kelantan (UMK)
- Appointed as the Chairman of the Bumiputera participation in the 9th Malaysia plan under the
Economic Planning Unit (EPU) 7 on the 23rd March
2007.
- Member of the retail council under Perbadanan
Usahawan Nasional Berhad (PUNB) from 2005 to
April 2009
- Appointed by the Economic Planning Unit as the
Chairman of the Domestic Trade and Consumers
Affairs to study the problems of products marketed by
Bumiputera manufacturers and also to establish
Bumiputera hypermarkets
- Appointed as a member of the Advisory Board of
GS1 Malaysia, Federation of Malaysian
Manufacturers
Appointed as member of SME Corp Malaysia from 2
October 2009 until 1 October 2011
- Appointed Adjunct Professor of University
Technology Mara.
- Sits on the Advisory Board of AmFamily Takaful
Berhad ("AmFT")
- As part of the ETP Programme, Dato' Ameer is involved in the TUKAR project for year 2011 and
2012.
Besides the many advisory role played by Dato' Ameer, he has been awarded the following recognition:
- Winner of the Asia Pacific Entrepreneurship Award
(APEA) for Malaysia Region under the category of
Outstanding Entrepreneur 2007 by Enterprise Asia and the Organising Committee of the Asia
Pacific Enterpreneurship Awards 2007
- Winner of the "Tokoh Usahawan Terbilang 2007" awarded by Dewan Perniagaan Melayu Kuala
Lumpur Malaysia (DPMM)
36

Name Biodata
Winner of the Entrepreneur Award of the Year by
Ernst & Young under the category of "Master
Entrepreneur 2007"
- "Award Tokoh Kepenggunaan Islam (TOKI) for Best
Consumer Organization" by Muslim Consumers
Association of Malaysia (Persatuan Pengguna Islam
Malaysia) — For which year
- Winner of "The 8th Asia Pacific International
Entrepreneur Excellence Award 2009" under the category of "Excellence Leadership" by the
Entrepreneur Development Association
- "Excellence Brand" Award winner of the Masterclass
CEO of the year 2009 by Kuala Lumpur Chamber of
Commerce
- The Brand Laureate - "SMEs Brand Personality
Award 2009"
Siti Hawa Binti Mohd Munji,
Datin Dr
NRIC No. 540105-04-5254
Datin Dr Siti Hawa Binti Mohd Munji, a Malaysian, is the spouse of Dato' Hj Ameer Ali bin Mydin and holds the position of Human Resource Director. She pursued her tertiary education in USA where she obtained a
Bachelor's Degree in English and a Masters' Degree in
Psychology. In 1999, she completed her doctorate with
University Malaya majoring in Psychology. She joined the board in 1998 and performs personnel management for the entire company consisting approximately 7,322 employees. Currently she is heavily involved in Mydin's training unit and organises various training sessions for the employees and external parties on a weekly basis.
Murad Ali Bin Mydin Mohamad
NRIC No. 520330-07-5371
Ahimmat Bin Mydin Mohamed
NRIC No. 600124-03-5555
Salim Bin Mydin Mohamed
NRIC No. 620320-03-5411
Murad Ali Bin Mydin Mohamad, a Malaysian, is the elder brother to Dato' Hj Ameer is one of the Executive
Directors of Mydin. He is well experienced in managing the wholesaling and retailing business since 1971. He has demonstrated his managerial skills since the pioneering stage of Mydin and was responsible for the successful establishments of several branches in the east coast region. His experience is much sought after in many strategic management areas as well as major decision making within the Mydin Group.
Ahimmat Bin Mydin Mohamed, a Malaysian, is the second brother of Dato' Hj Ameer Ali. Upon completion of his tertiary education, he started his career as a sales personnel before joining Mydin Group. He acquired his business and negotiation skills from his travelling days as a sales representative. Inspired to expand Mydin's business, he officially joined the group in the year 1981.
Currently he holds the position as the Executive Director overseeing the Household Purchasing Department and managing the chains of convenience store and mini markets. With experience of close to thirty years in the company, he plays an important role in the overall direction of Mydin.
Salim Bin Mydin Mohamed, a Malaysian, is the youngest brother of Dato' Hj Ameer Ali and also an Executive
Director. Having served Mydin for nearly thirty years, he has administered the overall store effectiveness in critical
37

Name Biodata areas such as store control and merchandise management.
4.6 Senior management of Mydin
The management team of Mydin consists of the Managing Director and other senior management. The senior management of Mydin and their respective profiles as at 31 August
2011 are as follows:
Name Designation
Mirza All bin Murad All Merchandising
Director
Qualification Profile
Bachelors
Commerce in majoring in accounting and
Finance from the
University of
Southern
Queensland
He joined Mydin 1998 as an Assistant Manager in the Kuantan branch. He is currently involved in the
New Supply Chain
Management system
(SCM) for the company.
Malik All Bin Murad All
Thomas Lee Chuan
Seng
IT Director SPM
Microsoft
Certified
Professional
Sabariah bt Haji Mohd
Mu nji
Marketing and
Communication
Manager
Bachelor's
Degree in
Economics
(Honors) majoring
Planning
Development in and from the National
University of
Malaysia
He worked in MIMOS before joining Mydin in
2001.
-He single-handily set up the IT department with an initial staff of 2 and currently has over 50 staff.
- One of the recipients of
CIO Recognition Award by Pikom, in 2006.
-Has been awarded as the Microsoft Hero award in 2006 and CIO Asia in year 2008.
Finance Senior
Manager
Higher Institute in Cost
Accounting from
Institute of
Perkin Goon
He has 20 years of working experience in the finance field. He has been with Mydin for more than
10 years.
She is responsible for the
Marketing and
Communication
Department in monitoring and overseeing overall aspects on advertising, promotions, customer relations, communications and events, creative and design, loyalty programme & vouchers and market research for all Mydin. She was previously employed by the Central Bank of
Malaysia, where she
38

Name Designation
Norman Rajen Bin
Abdullah
Grocery
Department
Senior Manager
Qualification Profile served in various departments for 10 years.
Certificate in
Retail Operation
Techniques from
Nada Kobe
Cooperation
Japan Ltd.
Certificate retail in management from the
Malaysia
Institute
Management of
He has undergone extensive retail training in
Japan. His career began in 1979 with Emporium
Holdings which he then moved to other management positions in companies such as Hong
Leong group, MCCS Ltd, etc. In 1997, he joined
Mydin as a branch manager. He is currently the Head of the Grocery
Department of Mydin.
Muthu Krishnan all S.
Munusamy
Zakaria Mohd Shariff
Reza bin Murad Ali
Zailani bin Hj Zainol
John Martin David
Fresh
Department
Manager
Soft-Line
Department
Manager
Hard-Line
Department
Manager
Maintenance
Manager
Certificate in
Retail
Management from NUTC Fair
Price Singapore
Ltd.
Diploma
Business in
Administration from De LaSalle
College
He has been in the fresh department business for
34 years since 1977.
Diploma in Hotel
& Catering
Management from
University
Mara
Technology
He is well experienced in the retail sector and heads the soft-line department encompassing the apparel, home furnishing and Muslimin departments.
Degree
Business
Administration from
Institute in
Help
Manages the overall procurement and operation of the department.
Certificate of
Accomplishment
(Maintaining &
Services of
Electrical
Installation for
Low Voltage and
High Voltage from
SuruhanJaya
Tenaga Malaysia
Manages and supervises all aspect of the mechanical and electrical functions pertaining to all
Mydin's buildings.
Security and
Safety Manager
BA (Hons) in
Humanities,
History and
Manages and supervises all aspect of security and safety of the Group.
39

Name
Halim bin Hamim
Muhammad
Gopalakrishnan
Abdullah
Hafiz
Bin
Don Shahidan Kassim
Designation
Operations
Manager
Operations
Manager
Operation
Assistant
Manager
Qualification
Military Studies from Universiti
Sains Malaysia
Profile
MBA in Strategic
Management from the
International Irish
University
NIOSH
Certificate in
Occupational
Safety and
Health
Certificate
Basic in
Management
Program by the
Asian Institute of
Management, an affiliate of Manila
University.
He accumulated 26 years of experience from his time in the tourism, retail and fast moving consumer goods ("FMCG") industries.
Diploma in
Tourism
Management from
University
Mara of
Technology
STPM His primary task is to maintain and improve store performances and standards in line with the company's requirements to meet sales and profitability targets. He has over 20 years of retail experience.
Degree
Business in
&
Administration from University
Kebangsaan
Malaysia
He heads the Operational
Development Department and is also in charge of the setting the company's standard operating procedures and guidelines. He has 18 years of working experience from the banking industry. and retail
40

Name Designation
Hussain Bin Karim Ally Strategic,
Operational &
Performance
Manager
Qualification Profile
Law degree from the University of
Glamorgan
(Wales) obtained
MBA and his from
Charles Stuart
University
(Australia)
He was a Branch General
Manager at a major leading retailer for 2 years.
He has been with Mydin for more than 10 years and tasked with monitoring the company's overall key performance indicators and performance. He is also overseeing all new concept stores such as
TUKAR KRIM, Wakaf-
Marts and currently involved in spearheading other projects.
Sharon Cheong Swee
Yee
Jagjit Singh
Ng Eng Hoo
Property
Development
Manager
Diploma in
Admin
Management
(IAM, UK), from
Stamford College
Diploma
Executive in
Secretary, from
Stamford College
She was previously the
Admin Manager and prior to that, the personal assistant to the Managing
Director, Dato' Haji
Ameer. Prior to Mydin, she held the post as an Admin
Executive with a major
FMCG company.
Diploma
Human
Resource
Management in from University
Malaya
Admin Assistant
Manager
STPM He is in charge of general administration. He also assists in Foreign
Recruitment and Industrial
Relations for the HR
Department.
Master Data
Management
Manager
Diploma
Computer
Studies
National
Computing
Centre in from
He is tasked with overall product data maintenance and providing system data analysis reporting and oversees all branch
Inventory processes.
41

Name
Azlin bt Osman
Nurhayati Pidek
Designation
Human
Resource
Manager
Qualification Profile
Diploma
Human in Her job encompasses the
Resource
Management from the Institute of Human
Resource
Management overall management of the years
Human
Department She has 23 of experience in the retail, manufacturing
Resource working and printing industries.
She also sits as a panel for the "Curriculum
Development for Retail
Management" under
Jabatan Pembangunan
Kementerian Malaysia.
Branch Support Bachelor's She has 13 years of retail
Team Assistant Degree in Mass experience.
Manager Communication from UiTM, Shah
Alam
42

SECTION 5.0 BUSINESS
5.1 Business overview
Mydin's business activity comprises operating hypermarkets, supermarkets, emporiums, franchising wholesale business and shopping centre operations. Mydin's products range from grocery, fresh, soft-line and hard-line items. Mydin's products generally appeal to the budgetconscious consumers who enjoy significant savings from the competitively-priced, quality products offered at Mydin's stores. Mydin offers a wide spectrum of products under the following categories:-
Grocery
Fresh
— Food, health & beauty products
— Ready-to-eat and fresh produced (chilled or frozen) meat, poultry and seafood
Hard-line
Soft-line
— Do-it-yourself products, household and electrical products, stationery, general merchandise, gifts and decorative products, sporting goods and toys and games
— Apparel, home furnishing and muslimin products
Hypermarkets
Mydin currently operates a total of 4 hypermarkets in the states of Selangor, Terengganu,
Melaka and Kelantan. Mydin's hypermarkets are large retail outlets aiming to provide a one stop shopping destination by offering, inter alia, food, groceries, soft-line and hard-line products. Mydin's hypermarkets range from 60,000 sq. ft. to 150,000 sq. ft. and offer over
150,000 varieties of products. Mydin's hypermarkets are located in malls operated by Mydin.
Mydin also rents out spaces and shop lots to other merchants offering various complementary products and services.
Emporiums
Mydin's emporium business currently comprises 16 outlets. Traditionally, these emporiums only offer soft-line and hard-line products. However, to remain competitive, Mydin's emporiums have started offering selected grocery items. These emporiums are established at targeted areas with high human traffic flow.
Bazaar
Mydin's currently operates 2 bazaars which offer similar products to that of a hypermarket.
However, due to its size (about 25,000 sq. ft. to 35,000 sq. ft.), less variety of products are made available. Sometimes the bazaar is also referred to as a "mini hypermarket". The major difference between the bazaar and the hypermarket is that the bazaar does not operate in a mall.
Mini Markets
Operated under My Mydin Sdn Bhd, currently there are 48 mini markets and the mini markets are concentrated in the Kiang Valley area. These outlets are usually located within residential areas and their retail space ranges from 3,000 sq ft to 12,000 sq ft. The mini markets offer a narrower range of food, groceries, soft-line and hard-line items.
Convenient Stores
The operational model of Mydin's convenient stores is similar to the 7-Eleven stores and the products are typically charged at a slight premium due to the "convenient" store concept. At present, Mydin has 8 stores operating under this format.

Franchise
The emporium and mini market model is also operated under the franchise format. There are
7 franchisees under the emporium model which are operating with the trade name "Mydin
Mart" and they are located in Alor Setar (Kedah), Dungun (Terengganu), Nilai (Negeri
Sembilan), Shah Alam (Selangor) and in Johor Bharu (Johor) expect for 1 outlet in
Kajang(Selangor) which is operating under the trade name "Mydin Emporium".
For the mini market model, there are currently 2 outlets located in Setapak (Kuala Lumpur) and Shah Alam (Selangor).
Foodcourt
Operated under Mydin's subsidiary, Mydin Foodcourt Sdn Bhd, Mydin has set up foodcourts within some of its hypermarket outlets in order to support the hypermarket's operation. All of
Mydin foodcourts are placed strategically next to the entrance of its hypermarkets to allure shoppers to dine in the foodcourt and shop at the hypermarkets. Currently, Mydin has 3 foodcourts operating in Melaka, Selangor and Kelantan, which ranges from 3,500 sq.ft to
16,000 sq.ft in size.
Warehouse
Mydin currently operates 6 warehouses in the states of Kelantan, Terengganu and Selangor.
These warehouses form the core supply and support chain to the respective outlets situated in those states and their neighbouring states. Besides being the distributive centre, the warehouse in USJ also houses Mydin's headquarters. Its main revenue is derived from franchise fee, royalty fee and back end income from suppliers.
Retail Space by Store format
Warehouse
29%
Hypermarket
33%
Food Court
2%
Bazaar
3%
Emporium
21%
Minimarket
11%
Convenience store
1%
[the remainder of this page is intentionally left blank]

Breakdown of revenue by store format:
Store
Format
Hypermarket
Emporium
Warehouse
Mini Market
Convenient
Store
Bazaar
Foodcourt
Other
Total
2007
Revenue
RM'000
131,871.4
672,869.7
26,299.1
0
9,852.0
0
1,568.1
0
842,460.3
%
15
80
3
0
2008
Revenue
RM'000
349,901.3
661,880.8
23,472.2
8,818.5
%
32
62
2
2009
Revenue
RM'000
420,726.9
644,779.7
24,432.7
%
35
53
2
2010
Revenue
RM'000
612,195.5
611,980.7
21,043.2
%
43
43
1
5
2011
(Unaudited)
Revenue
RM'000
%
736,054.5 45
36 580,847.7
41,542.6
152,036.0
3
9 1 40,551.4 3 74,457.4
1 6,548.8 1 6,459.3 1 5,536.6 0
7
5,991.1 0
0
0
0
8,338.6
2,471.0
0
1
0
0
76,379.4
2,699.8
0
6
0
0
104,529.2
5,083.9
347.5
0
0
107,498.3
5,472.0
33.0
7
0
0
100 1,061,431.2 100 1,216,029.2 100 1,435,174.0 100 1,629,475.2 100
Breakdown of pre-tax profit by store format:
2007 2008
Store Format
Hypermarket
Emporium
Warehouse
Mini Market
Convenient
Store
Bazaar
Foodcourt
Other
Total
Profit/(Loss)
RM'000
(6,033.9)
26,236.0
28,058.2
0
(2,651.5)
0
(209.6)
3,830.9
49,230.1
Profit/(Loss)
RM'000
12,013.6
26,961.2
20,560.2
(940.3)
(1,372.9)
(1,047.5)
48.6
1,679.2
57,902.1
2009
Profit/(Loss)
RM'000
9,437.9
29,391.1
13,405.3
(2,944.5)
(1,209.6)
(2,533.7)
322.1
5,648.4
51,517.0
2010
Profit/(Loss)
RM'000
14,457.5
13,936.2
16,031.7
(975.3)
(377.3)
(2,087.9)
558.6
11,567.5
53,111.0
2011
(Unaudited)
Profit/(Loss)
RM'000
29,157.7
17,095.7
19,599.4
(2,016.8)
(5,683.6)
1,445.6
245.8
8,495.2
68,339.0
Traditionally, contributions from emporium stores have dominated Mydin's top line, accounting for as much as 80% of its revenue in FY Mar 2007. Nevertheless, this had declined to about 36% in FY Mar 2011 amid Mydin's foray into hypermarket operations. Since the opening of its first hypermarket in Subang Jaya in August 2006, revenue contributions from its hypermarkets have been posting at least double-digit growth, thus propelling their share to 45% in FY Mar 2011. As at FY Mar 2011, contributions from hypermarkets, warehouse and emporiums also accounted for 43%, 29% and 25% of the Group's pre-tax profits, respectively, for the same year. The Group's mini markets and convenience stores businesses have been mired in losses for the last few years, partly attributable to their requisite gestation periods (typically about 6 years, as opposed to the 1-2 years for hypermarkets). Going forward, Mydin's hypermarkets and, to a smaller extent, emporiums are expected to be its key revenue drivers, collectively accounting for more than 80% of its top line. The total number of Mydin's outlets from 2007-2011 is illustrated below:
2011
61
As at end FY Mar
Existing number of outlets
(beginning of the year)
Opened during the year
Closed during the year
Number of outlets as at year end
2007
28
6
0
34
2008
34
7
4
37
2009
37
9
0
46
2010
46
20
5
61
* the total does not include franchise outlets and those held by associates
27
1
87
45

Mydin's top-line growth in the last few years has been primarily driven by outlet expansion. The Group opened five to eight outlets annually between FY Mar 2007 and
FY Mar 2009, gathering momentum with eighteen stores in FY Mar 2010 and twelve in
FY Mar 2011. The new outlets are primarily mini markets as Mydin only started this concept in fiscal 2007. The mini markets, coupled with additional hypermarkets (from two to four stores during the same period), accounted for the bulk of Mydin's revenue growth.
5.2 Business strategies
5.2.1 Marketing Strategy
To promote the growth of Mydin's market share, Mydin has an expansion programme which aims to re-affirm Mydin's status as a value-for-money hypermarket chain. Mydin plans to open
14 hypermarkets over the next 5 years.
Mydin sources most of its products directly from manufacturers. This enables Mydin to get special discounts from the manufacturers, and the cost savings will then be passed on to
Mydin's customers in the form of lower prices. Their customers include end-users, wholesalers and petty traders. Mydin sources its merchandise both locally and abroad from countries such as Bangladesh, China, France, Hong Kong, India, Indonesia, Korea, Pakistan,
Singapore, Taiwan, Thailand, Turkey, United Arab Emirates and the United Kingdom.
Mydin had developed its own strategies in the retailing and wholesaling business. This strategy emphasises on "large scale", "high volume", "highly visible" and "modern retailing concept". Retailing consists of the hypermarket, supermarket cum departmental store, mini market/convenience store chains and shopping centres. Wholesaling comprises food, beverage, household goods, construction materials, builder's hardware, plumbing and heating equipment and supplies, telecommunications equipment, electrical & electronic components and wiring accessories. The rationale for the strategy is as follows:-
• These formats are the future of distributive trade system — customers are keen to shop under one roof.
• Catering for consumer lifestyle especially those customers that belong to the low to middle income group who are looking for convenience, comfort and value for money bargains.
Mydin believes that the success of a company is dependent on how the business manages and satisfies its customers. Mydin continuously monitors the Company's prices compared with its competitors, negotiates for better terms from its suppliers, purchase in bulk and adopt a systematic inventory management system to allow the company to offer products at wholesale prices.
Mydin distinguishes itself from its peers by offering 100% halal products. It also sets itself apart by offering a range of local items that are not typically carried by its foreign-owned competitors. These include items used by Muslims (consisting of Islamic books and clothes) and local brands covering an array of products (both food and non-food). This strategy has enabled Mydin to establish a niche position amongst the Muslim community. For instance, about 70% to 80% of the customers at its hypermarket in Subang Jaya are Muslims.
Mydin does not participate in excessive advertising especially in the media in order to reduce its operating cost. Advertising in the media is only conducted during certain months of the year and flyers will be prepared and distributed to potential customers before festive seasons and when the school term is about to start. Word of mouth among petty traders, wholesalers and Mydin's satisfied customers acts as an additional promotional and marketing tool.
46

5.2.2 Pricing Strategy
In order to meet Mydin's business strategy of selling at competitive wholesale prices, Mydin strategically aims to create a mutually beneficial situation with its suppliers by adopting these initiatives a. reducing cost for both parties by minimising damaged/ expired products. b. c. d. e. initiate an online ordering system which will reduce waiting/lead time for delivery. ensure proper delivery/handling and receiving of goods to avoid damages during transit/receiving. ensure payments to suppliers are made on time (as per trading terms). have a reasonable return policy if the goods received are defective or does not meet quality standards. f. appoint a local agent in the supplier country.
The end result of these initiatives is reduced costs which is passed on as savings to customers who will enjoy cheaper prices.
With the philosophy of offering its customers with low prices on a daily basis, Mydin pursue bargains and takes advantage of promotions from suppliers. To improve its communications between branches and headquarters as well as between merchandisers and suppliers, Mydin has invested in a centrally-managed data centre and network architecture. With this, data collected from the branches can be captured instantaneously and central merchandising and replenishment can be executed in a timely manner. Mydin's IT Department also leverages on the technology adopted in order to minimise operating cost, for example data collected from branches are sent electronically to the top management for reporting purposes.
Further to that, Mydin also encourages its suppliers to take advantage of the business to business service of transacting purchase orders electronically. In general, with the cooperation from all relevant parties, Mydin and its business partners have benefited from these IT initiatives.
The implementation of the specialised IT solution has reduced the time taken to update a new software patch across 750 desktops by 500 times, from over 120 man-hours previously to just
15 minutes. Productivity amongst Mydin's employees in charge of managing purchase orders have also improved. Mydin has achieved returns on their investment in the specialised IT solutions within the first two months of implementation. Mydin could immediately identify errant suppliers which were double-delivering products totalling over USD50,000. Going forward, Mydin expects to gain more savings in terms of business expenditure and IT management costs from this specialised IT solution.
5.3 Competitive strengths
Mydin is one of the leading hypermarket operators in Malaysia. The Company operates 91 stores in Malaysia and had a total floor space amounting to approximately 1.38 million as at
31 August 2011. Mydin plans to open 14 new hypermarkets within 5 years. Mydin's income is generally contributed by the retail revenue of its hypermarkets which constitute approximately
45% of its revenue and 43% of the Group's pre—tax profit in financial year ended March 2011.
Despite keen competition in the domestic retail market, Mydin has managed to gain market share as a result of its business strategies and, inter alia, the following:
(a) Location
47

The location selection for its business operations is a critical success factor necessary for
Mydin to remain competitive in its business. Mydin conducts a full market study to understand the catchment area before opening a new store. In the study, factors that would be considered include the population and demographic profiles of the potential area, the competitive environment and the accessibility of the store with regards to its transportation network. Mydin's stores enjoy good customer traffic due to their proximity to sub-urban residential area and town centres.
(b) Centralised Buying
Mydin benefits from the economies of scale of bulk purchasing and volume discounts through the centralised purchasing function for all its stores. Mydin utilises a fully computerised inventory system which integrates the ordering and receiving of its products ensures efficient inventory control throughout all Mydin stores.
(c) Product mix and pricing strategy
Mydin practices a 3 tier pricing strategy to cater to different customer groups, retail customers and wholesalers. Such pricing strategy creates flexibility for the customer group while ensuring the lowest pricing available. Mydin is also able to extend a significant reach into the market by having a wide variety of products catering to the diverse taste of Malaysian consumers. Mydin's low pricing strategy also focuses on targeting the lower and middle income group as the customers in this category who appreciate the discounts offering by
Mydin and are also always looking out for a bargain.
5.4 Regulatory framework
The main governing body for local hypermarkets in Malaysia is the MDTCC which has taken steps in promoting domestic economic development and the implementation of various liberalisation measures. The MDTCC has issued the Guidelines on Foreign Participation in the Distributive Trade Services Malaysia in 2004 which was revised on 15 May 2010. Mydin is also required to comply with the Price Control and Anti-Profiteering Act 2011 which is enforced by the MDTCC.
5.5 Latest Developments
5.5.1 TUKAR Programme
The transformation of the groceries store project ("TUKAR") has been created and developed in the National Key Results Area ("NKEA") through the wholesale and retail lab. It is one of the thirteen Entry Point Project ("EPPs") initiated by the MDTCC. The objective of the TUKAR project is to modernize 5,000 selected grocery stores throughout Malaysia.
Mydin has signed an agreement with the government at the launching of the TUKAR programme on January 2011, where approximately 100 selected groceries store will undergo the transformation process pursuant to the TUKAR project. Under the TUKAR project, each chosen store is given RM 20,000 to RM 60,000 for the modernisation of the entire store. The transformation process also includes the painting of the premises, re-arrangement of the existing stocks, installation of new tiles, computerised point of sales systems and management systems. The transformation process will take about two weeks and about 10 workforces will be needed in the completion of each store under the TUKAR project. This will be implemented according to the standardised procedures and guidelines originated by Mydin.
To date, Mydin has completed 50 outlets and is working towards achieving its target in getting all 100 grocery stores transformed under the TUKAR project within the year 2011.
The TUKAR Programme aims to transform the traditional sundry shop to a more modern store concept by using the latest technology, systematic and more standardised format. The local retailer will undergo the training and technology know how in the areas where their
48

efficiencies and productivities are concerned. They will undergo training in four main areas which entails the following:
A. Soft skill training such as customer service, supervisory, telephone etiquette, grooming, team building and leadership.
B.
C.
D.
Hard skill training such as merchandising, housekeeping, halal certification, chemical training, food safety, meat cutting, cashiering, security, fire safety, first-aid and supply chain management.
Information technology training such as inventory control and accounts management.
Human resources training.
The TUKAR Programme will enable local retailers to re-merchandise their existing stocks in a more proper and modern manner using a standardised computerised point of sales and management system. No fees will be charged by Mydin for the training provided under the
TUKAR Programme.
Under the TUKAR Programme, the small and local retailers will cater for a niche (smaller) market and fast moving goods. Given this criteria, the TUKAR programme is targeted at grocery stores with sizes of between 600 sq. ft. to 3,000 sq. ft.
Under the TUKAR Programme, at least 100 stores will be upgraded by 2011.The upgrading will be done on a yearly basis. Mydin has volunteered to provide training and know-how services for the local retailers who have registered their interest to join the TUKAR programme across the country including the urban, suburban and rural areas.
5.5.2 Kedai Rakyat 1 Malaysia
'Kedai Rakyat 1 Malaysia' is a shop operating based on the mini market format, which provides various basic necessities at low prices. This initiative was inspired by the Malaysian
Prime Minister YAB Dato' Sri Najib Tun Razak mooted by his concerns for the low income citizens located in the urban areas.
'Kedai Rakyat 1 Malaysia' will act as the medium for the Government to control prices and reduce the monopolisation of products which has long been dominated by the multinational manufacturers. As such, the multinational companies will be constrained from imposing price hikes without due justification.
'Kedai Rakyat 1 Malaysia' targets the lower income earners in urban areas and emphasises on consumers with basic essential needs. Most of the items sold at 'Kedai Rakyat 1 Malaysia' such as rice, cooking oil, milk powder and diapers are packed with the logo of 'Kedai Rakyat 1
Malaysia'. Currently, the 'Kedai Rakyat 1 Malaysia' offers over 250 product variety and the products offered are expected to increase over time.
Additionally, most of the items are packaged in smaller sizes to ensure low income consumers can still purchase goods according to their needs and within their means. 'Kedai
Rakyat 1 Malaysia' emphasises on products manufactured by small and medium entrepreneurs ("SME"), hence acting as a platform for the Government's continuous support to increase, enhance and expand SMEs' products manufacturing capacity as well as sales.
The first 'Kedai Rakyat 1 Malaysia' is located at the Kelana Jaya LRT station, the second
'Kedai Rakyat 1 Malaysia' is located at Pusat Komuniti, Bandar Tun Razak Cheras, and the third 'Kedai Rakyat 1 Malaysia' is located at Pantai Dalam, Kuala Lumpur. Its operation hours are from 7am till 11pm.
Mydin, as the operator of 'Kedai Rakyat 1 Malaysia', provides assistance in fit-out works, equipments, racking installation, supply chain management, IT support for point of sales system, retail and technical expertise as well as training courses. It took one month for Mydin to complete the first 'Kedai Rakyat 1 Malaysia' located at the Kelana Jaya LRT station.
49

Mydin's involvement in the 'Kedai Rakyat 1 Malaysia' project forms part of Mydin's corporate social responsibility initiatives.
The aim of this collaboration project between the Government and Mydin is to benefit and reduce the burden of the Malaysian citizen, particularly the urban low-income earners.
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50

SECTION 6.0 INDUSTRY OVERVIEW
6.1 The Malaysian Economy
6.1.1 Overview of the Economic and Financial Developments in Malaysia in the
Second Quarter of 2011
The pace of growth of the Malaysian economy moderated in the second quarter
(4.0%; 1Q 11: 4.9%) following a weaker external environment. The overall weakness in the advanced economies and the disruptions in the global manufacturing supply chain stemming from the disaster in Japan, were reflected in the slowdown in the manufacturing sector. Nevertheless, overall growth continued to be underpinned by the sustained expansion of private domestic demand. This was further supported by the strong exports of commodities and resource-based products given the favourable regional demand and high commodity prices.
Domestic demand increased by 5.2% (1Q 11: 6.9%), supported mainly by sustained growth in private sector spending. Private consumption increased by 6.4% (10 11:
6.7%). Sustained expenditure on emoluments and supplies and services supported the growth in public consumption (4.0%; 10 11: 8.9%). Growth in gross fixed capital formation moderated to 3.2% (10 11: 6.5%), due mainly to lower public investment.
Private capital spending, however, was sustained by expansion in production capacity and investment in new growth areas in the manufacturing sector as well as exploration and development activity in the oil and gas sector. During the quarter,
Federal Government development expenditure was lower, and was focused on the education, transportation and trade and industry sectors.
On the supply side, growth in most economic sectors moderated during the quarter.
The manufacturing sector slowed to 2.1% (10 11: 5.5%) due mainly to the weaker global environment and the production disruptions following the disaster in Japan in
March. Nevertheless, the services sector was sustained at 6.3% (10 11: 6.4%), supported by continued domestic private sector spending. The agriculture sector turned around to expand by 6.9% (1Q 11: -0.2%), due mainly to higher output of both crude palm oil and natural rubber following an improvement in weather conditions.
Meanwhile, growth in the construction sector moderated to 0.6% (10 11: 3.8%) due to delays in the implementation of infrastructure projects. The mining sector continued to contract (-9.2%; 10 11: -4.2%), reflecting the lower production of crude oil following the shutdown of production facilities for maintenance.
The headline inflation rate, as measured by the change in the Consumer Price Index
(CPI), rose to 3.3% on an annual basis during the quarter (1Q 11: 2.8%), driven by supply factors. The increase in consumer prices was reflected mainly in the food and non-alcoholic beverages category, which rose by 4.7% (10 11: 4.3%). Prices in the transport category also registered an increase of 5.7% (10 11: 4.4%), due to the upward adjustments in the price of RON97 petrol in April and May following higher global crude oil prices.
The external sector recorded a trade surplus of RM27.1 billion in the second quarter
(10 11: RM31.8 billion). Gross exports expanded by 8.3%, while import growth moderated to 7.1% (10 11: 4.8% and 12.4% respectively). Export growth was supported by the continued expansion in the exports of commodities and non-E&E products, due mainly to the firm commodity prices and robust regional demand.
Meanwhile, exports of E&E registered a contraction as exports of computer and parts remained weak. Growth in gross imports was weighed down by lower imports of intermediate goods, which were affected by the global supply disruptions. The import of capital goods moderated due mainly to lower imports of machineries, while the import of consumption goods continued to expand.
On a cash basis, both gross and net inflows of foreign direct investment* were higher at RM13.4 billion and RM6.2 billion respectively (10 11: +RM7.6 billion and +RM4 billion respectively). The inflows were broad-based and channelled mainly into the
51

finance, insurance and business services sub-sector, manufacturing and oil and gas sectors. Direct investment abroad* by Malaysian companies recorded a larger net outflow of RM9.4 billion (1Q 11: -RM3.7 billion). These investments were largely undertaken by companies in the finance and insurance, business services and communications sub-sectors. Net inflows of portfolio investment also increased to
RM37.6 billion (1Q 11: +RM8.1 billion), reflecting the strong foreign interests in the domestic capital market, particularly the debt securities markets.
The international reserves of Bank Negara Malaysia amounted to RM406.3 billion
(equivalent to USD134.3 billion) as at 31 August 2011. The reserves level has taken into account the quarterly adjustment for foreign exchange revaluation. As at 29 July
2011, the reserves position amounted to RM409.6 billion (equivalent to USD135.4 billion), sufficient to finance 9.6 months of retained imports and is 4.4 times the shortterm external debt.
* Excludes retained earnings
6.12 Monetary policy is supportive of economic activity
On 5 May 2011, the Monetary Policy Committee (MPC) raised the Overnight Policy
Rate (OPR) by 25 basis points to 3.00%. The degree of monetary accommodation was adjusted as a pre-emptive move to prevent a build-up of financial imbalances. At the July meeting, the MPC decided to pause the normalisation and leave the OPR unchanged due to the heightened uncertainties arising from global developments which had created greater downside risks to growth.
Following the increase in the OPR in May, the average overnight interbank rate traded higher and interbank rates of other maturities rose accordingly. In terms of the commercial banks' lending rates, both the average base lending rate and the average lending rate were revised upwards. The average fixed deposit ("FD") rate also increased in tandem.
Financing conditions remained supportive of economic activity during the quarter, with financing continuing to remain available to all segments of the economy. Total gross financing raised by the private sector through the banking system and the capital market increased to RM225.6 billion (1Q 11: RM202 billion). On a net basis, banking system loans and PDS outstanding rose by an annual rate of 12.9% as at end-June (end-March 11: 12.1%). The major loan indicators also remained strong in the second quarter.
Net funds raised in the capital market amounted to RM20.8 billion (1Q 11: RM29.7 billion), of which, 83%, or RM17.3 billion was raised by the private sector, mainly via private debt securities. Meanwhile, net funds raised by the public sector amounted to
RM3.5 billion during the quarter.
Private sector liquidity, as measured by broad money (M3), expanded at a higher annual rate of 12.4% as at end-June (end-March: 8.0%), reflecting the higher extension of credit to the private sector by the banking system and increased nonresident inflows.
The ringgit's appreciating trend against the US dollar in the first quarter of 2011 continued into the beginning of the second quarter, as the favourable growth outlook in Asia relative to the advanced economies continued to attract investors towards the regional financial markets. For the quarter as a whole, the ringgit appreciated marginally by 0.2% against the US dollar. Against other major currencies, the ringgit appreciated against the pound sterling (0.1%), but depreciated against the euro (-
2.4%) and the Japanese yen (-2.5%). Against the regional currencies, the ringgit strengthened against the Thai baht (1.7%), but depreciated against the Chinese renminbi (-1.2%), Indonesian rupiah (-1.2%), Singapore dollar (-2.4%) and Korean won (-2.8%). The ringgit remained unchanged against the Philippine peso. During the period between 1 July and 15 August 2011, the ringgit appreciated against the US
52

dollar (1.2%), euro (2.7%) and pound sterling (0.1%), but depreciated against the
Japanese yen (-3.4%). Against regional currencies, the ringgit strengthened against the Korean won (2.2%), Indonesia rupiah (0.6%) and Chinese renminbi (0.1%) but depreciated against the Singapore dollar (-0.6%), Philippine peso (-0.9%) and Thai baht (-1.5%).
6.1.3 Financial stability remained intact
Domestic financial system stability was maintained, underpinned by sound financial system and institutions and orderly financial markets which continue to support efficient financial intermediation and sustained public confidence in the financial system. The level of risk exposures of the financial sector continued to be manageable during the quarter. The resilience of the financial sector was evident in the sound capitalisation, firm profitability and stable quality of assets. Core capital ratio and risk-weighted capital ratio remained strong at 12.3% and 13.9% respectively.
As for the insurance and takaful sector, the capital position remained strong with capital adequacy ratio of 224.1% and excess capital of RM19.5 billion. Liquidity remained ample to meet the demand for deposit withdrawals and other liquidity obligations.
6.1.4 Growth of the domestic economy to improve in the second half
While the moderation in the global growth in the second quarter was mainly due to temporary factors arising from global supply chain disruptions and high commodity prices, fiscal and debt conditions in several of the advanced economies had also contributed to increased uncertainties and heightened financial market volatilities which affected overall confidence. Going forward, global growth is expected to remain positive supported by economic activity in most of the emerging economies and the improvement in the global supply chain. The overall global recovery, however, will continue to be constrained by the structural weakness in the advanced economies. In addition, prolonged uncertainty in the financial markets could also weigh down on real economic activity.
In Malaysia, while the global supply disruptions affected production and trade in the second quarter, the underlying strength of the domestic economy remained intact as domestic demand continued to support growth. Going forward, the downside risks to external demand have increased following heightened uncertainties in the external environment. Nevertheless, domestic demand is expected to remain resilient and support growth amidst sustained private consumption, strong private investment and faster pace of implementation of public sector projects in the second half of the year.
(Source: Bank Negara Malaysia Quarterly Report for Second Quarter 2011)
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53

6.2 Overview of the first quarter 2011 Malaysian Retail Industry Report
The first quarter 2011 Business Monitor International ("BMI") Malaysia Retail Report forecasts that total retail sales will grow from RM167.37 billion in 2011 to RM252.01 billion by 2014. A low unemployment rate, rising disposable incomes and a strong tourism industry are key factors behind the forecast growth. Malaysia's nominal GDP is forecast to be USD236.91 billion n in 2011, and BMI forecasts average annual GDP growth of 4.7% over the forecast period through to 2014. With the population expected to increase to 29.6 million by 2014.
GDP per capita is predicted to rise 22.5%, from USD8,358 in 2011 to USD10,241 in 2014.
Our forecast for consumer spending per capita is for an increase from USD4,817 in 2011 to
USD5,702 by the end of the forecast period.
Malaysia is classified as an upper-middle-income country by the World Bank, with the proportion of middle-income households estimated at more than 50% in 2007. According to the Department of Statistics Malaysia, urban households on average spent 1.8 times more than rural households between 2004 and 2005. Average consumer spending was RM2,285 per month in urban areas and RM1,301 per month in rural areas. With the urban population predicted to account for almost 76% of the total by 2015, according to UN data, this is likely to have a positive effect on retail sales.
BMI forecasts vehicle sales of USD6.70 billion in 2011, rising to USD9.36billion by the end of the forecast period (+39.7%). Malaysia is the largest passenger car market in the ASEAN region, with sales of 536,905 units in 2009.
Over-the-counter ("OTC") pharmaceutical sales are forecast to be USD0.43billion in 2011, and to increase to USD0.58billion by the end of the forecast period (+35.8%).
Consumer electronic sales are predicted to rise from USD9.15billion in 2011 to
USD11.1billion by the end of the forecast period (+11.9%), boosted by demand from the techliterate urban middle class and by a growing interest in electronic products from the underpenetrated areas outside Kiang Valley.
BMI food consumption data suggest that the food retail segment will have a market share of
28.1% in 2011. The sub-sector is forecast to be worth US$13.33bn in 2011, and sales are expected to grow to USD15.50billion by 2014. Our forecasts suggest a reduction in the retail market share of food to 21.7% in 2014 as non-food retail sales grow more quickly than food sales. Per capita food consumption is still forecast to be USD523.46 in 2014, which is impressive for the region.
Although Malaysia is increasingly one of emerging Asia's more established mass grocery retail ("MGR") markets, BMI continues to predict a bright medium-term future for the sector, with industry sales forecast to increase by 26.7% to reach USD5.75billion in 2014 on the back of the country's growing affluent middle and upper-income consumer base.
Tourism is an important contributor to the retail sector. In 2009, Malaysia recorded a 7.2% increase in tourist arrivals to 23.6million, with tourism receipts of USD17.34billion - surpassing the targets set by the government under the 10th Malaysian Plan.
Retail sales for the BMI universe of Asian countries in 2011 are a forecast USD3.09trillion.
China and India are predicted to account for more than 91% of regional retail sales in 2011, and by 2014 their share of the regional market is expected to be more than 92%. Growth in regional retail sales for 2011-2014 is forecast by BMI at 48.1%, an annual average 15%.
China should experience the most rapid rate of growth, followed by Indonesia. Malaysia's forecast market share of 1.4% in 2011 is expected to remain stable throughout the forecast period.
(Source: Malaysia Retail Report Q1 2011 by Business Monitor International)
54

Source Information in this section includes statistical data and economic information which were obtained from industry publications, including the Bank Negara Malaysia Quarterly Report for the
Second Quarter 2011, the Malaysia Retail Report Q1 2011 by Business Monitor International and others as quoted herein. The cross-references for the source documents of extracts generally indicate that information has been obtained from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. The in has not been independently verified.
(the remainder of this page is intentionally left blank]
55

SECTION 7.0 OTHER INFORMATION
7.1 Material litigation
As at 31 August 2011, Mydin is not engaged in any material litigation or arbitration, either as plaintiff or defendant which has a material effect on the financial position of Mydin and the
Directors of Mydin, having made all reasonable enquiries, are not aware of any proceedings pending or threatened or of any fact likely to give rise to any proceedings which may materially and adversely affect the position or business of Mydin.
7.2 Related party transactions
Save as disclosed below, Mydin is not aware of any other significant related party transactions during the period from 31 March 2009, 31 March 2010 and 31 March 2011
(unaudited):
2011
(Unaudited)
RM'000
Group
2010 2009
RM'000 RM'000
2011
(Unaudited)
RM'000
Company
2010
RM'000
2009
RM'000
Paid to companies which directors are also directors and/or shareholders
Rental
Loan Interest
Subsidiaries
Sales
Purchase of goods
Franchise management and royalty fee
Interest received
Rental income
Maintenance charges
Advertising and promotion charges
40,980.0
399.2
30,150.0
1,259.7
-
-
-
-
13,200.0
3,365.0
-
-
40,980.0
399.2
23,548.2
2,216.1
953.5
670.5
1,466.5
493.2
63.7
30,150.0
1,259.7
13,526.9
4,099.6
207.5
522.6
626.5
408.2
58.9
13,200.0
3,365.0
11,150.0
2,314.2
-
-
Associate
Sales
Purchase of goods
- 12,430.1
704.2
6,165.5
693.1
4,434.5
849.8
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56

7.3 Material contingent liabilities and capital commitments
Mydin is not aware of any material contingent liabilities or material capital commitments, which upon becoming enforceable, may have a substantial impact on its financial position and/or the business as at 31 August 2011.
7.4 Material contracts
Mydin is not aware of any material contracts, which having a breach, may have a substantial impact on its financial position and/or the business as at 31 August 2011.
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57

APPENDIX
Audited financial statements of Mydin for the financial year ended 31 March 2010
58

Company No. 221448 A
CERTRED TRUE COPY
CDC9111.C..rfte.001106,e90esepee
MYDIN MOHAMED HOLDINGS MD. (221448 A)
(Incorporated in Malaysia)
FINANCIAL STATEMENTS AND REPORTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2010
(In Ringgit Malaysia)
(AF 0744)
Chartered Accountants r is
A member firm of the Malaysian Institute of Accountant

Company No.: 221448 A
MYDIN MOHAMED HOLDINGS BHD. (221448 A)
(Incorporated in Malaysia)
DIRECTORS' REPORT
The directors of MYDIN MOHAMED HOLDINGS BHD., have pleasure in submitting; their report and the audited financial statements of the Group and of the Company for the financial year ended 31 if March 2010. ft ,
PRINCIPAL ACTIVITIES
The Company is principally engaged in the hypermarket, supermarket, emporium, franchising, wholesale business and shopping centre operations. The principal activities of the subsidiaries and associate are disclosed in Notes 7 and 8 to the financial statements. There has been no significant change in activities during the financial year
RESULTS OF OPERATIONS
The results of the operations of the Group and of the Company for the financial year are as follows:
Group
RM
Company
RM
Net profit for the year
Minority interests
Attributable to equity holders of the Company
109,322,455
( 599,918)
108,722,537
111,443,744
111,443,744
In the opinion of the directors, the results of operations of the Group and of the Company during the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature except for the gain on disposal of property, plant and equipment amounting to
RM72,110,891 in the Company and RM72,112,010 in the Group.
DIVIDENDS
Dividends paid by the Company since the end of the previous financial year were:
First and final dividend of 13.5 sen per ordinary share of RM1 each in respect of the financial year ended 2009 was paid on 24 February 2010
Amount
RM
8,100,000
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year except as disclosed in Note 15.
ISSUE OF SHARES AND DEBENTURES
The Company has not issued any new shares or debentures during the financial year.
SHARE OPTIONS
No options have been granted by the Company to any parties during the financial year to take up unissued shares of the Company.
No shares have been issued during the financial year by virtue of the exercise of any option to take up • unissued shares of the Company. As at the end of the financial year, there were no unissued shares of the Company under option.
1

Company No.: 221448 A
OTHER FINANCIAL INFORMATION
Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps:
' •!,-, )I ,
(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and are satisfied themselves that all known bad debts have been written off and adequate provision for doubtful debts has been made; and
(b) to ensure that any current assets, which were unlikely to realise their bo61 Vages' ii t the ordinary course of business, have been written down to their estimated realisable values.
At the date of this report, the directors are not aware of any circumstances:
(a) which would render the amount written off for bad debts or the provision for doubtful debc.s, in the financial statements of the Group and of the Company inadequate to any sulistantlial extent;
Or
(b) which would render the values attributed to current assets in the financial statements of the
Group and of the Company misleading; or
(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate; or
(d) not otherwise dealt with in this report or financial statements which would render any amounts stated in the financial statements of the Group and of the Company misleading.
At the date of this report, there does not exist:
(a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year and secures the liability of any other person; or
(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.
No contingent or other liability has become enforceable or is likely to become enforceable within twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet its obligations as and when they fall due.
In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of operations of the Group and of the Company for the succeeding financial year.
2

Company No,: 221448 A
DIRECTORS
The following directors served on the Board of the Company since the date of the last report:
4 8013 OW
000
Dato' Hj. Ameer All Bin Mydin
Datin Hjh. Dr. Siti Hawa Binti Mohd Munji
Murad All Bin Mydin Mohamad
Ahimmat Bin Mydin Mohamed
Salim Bin Mydin Mohamed
DIRECTORS' INTERESTS
The shareholdings in the Company of those who were directors at the end of the financial year recorded in the Register of Directors' shareholdings kept by the Company are as folloyvs: , ,
Number of Ordinary Shares of RM1.00 each
As at As at
1.4.2009 Bought Sold 31.3.2010
Datin Hjh. Dr. Siti Hawa Binti Mohd. Munji 40,800,000
Dato' Hj. Ameer Ali Bin Mydin
Murad All Bin Mydin Mohamad
Ahimmat Bin Mydin Mohamed
Salim Bin Mydin Mohamed
4,800,000
4,800,000
4,800,000
4,800,000
- -
40,800,000
4,800,000
4,800,000
4,800,000
4,800,000
DIRECTORS' BENEFITS
Since the end of the previous financial year, none of the directors of the Company has received or become entitled to receive any benefit (except as disclosed in the financial statements as directors' remuneration) by reason of a contract made by the Company or a related corporation with a director or with a firm of which he is a member, or with a company in which he has a substantial financial interest.
During and at the end of financial year, no arrangement subsisted to which the Company was a party with the object of enabling directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of the Company or any other body corporate.
3

Company No.: 221448 A
AUDITORS
The auditors, Messrs. Mea & Co., have indicated that they will not seek re-appointment.
Signed on behalf of the Board in accordance with a resolution of the clirectprs
DATO' HJ. AMEER ALI BIN MYDIN
•
AHIMMAT BIN MYDIN MOHAMED
Kuala Lumpur
1 3 AUG 2010
4

Company No.: 221448 A
I
MYDIN MOHAMED HOLDINGS BBD. (221448 A)
(Incorporated in Malaysia)
STATEMENT BY DIRECTORS
We, DATO' HJ. AMEER ALI BIN MYDIN and AHIMMAT BIN MYDIN MOHAMED, being two of the Directors of MYDIN MOHAMED HOLDINGS BHD., state that in the opinion of the
Directors, the Financial statements set out on pages 8 to 38 are drawn up in accordance 'With Financial
Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair Vi6W'Of the state of affairs of the Group and of the Company as at 31 March 2010 and of their'resulfrand' dash flows for the year then ended.
Signed on behalf of the Board in accordance with a resolution of the directors
DATO' HJ. AMEER ALI BIN MYDIN AHIMMAT BIN MYDIN
Kuala Lumpur
1 3 AUG 2010
DECLARATION BY THE DIRECTOR RESPONSIBLE FOR
THE FINANCIAL MANAGEMENT OF THE COMPANY
11.r ;
1, DATO' HJ. AMEER ALI BIN MYDIN, the Director responsible for the ftnancial management of
MYDIN MOHAMED HOLDINGS BHD., do solemnly and sincerely declare that the financial statements set out on pages 8 to 38 are, in my opinion, correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory
Declarations Act, 1960.
Subscribed and solemnly declared by the } abovenamed DATO' HJ. AMEER ALI BIN }
MYDIN at Kuala Lumpur on 1 3 AUG 2010 }
ER ALI BIN MYDIN
Before me,
550
AR83IAD ABDUELAIN
./ComniissiOner for aths o. p: p la) :' 7-, r:''!:P.IscLA .. i-, P:.
I I ; L., - :,:: .51.1„ISCO2 ie".;•9 ;..I. q.o. 1 1;•irevg

Company No.: 221448 A
(AF 0744)
CHARTERED ACCOUNTANTS
305 Block E, Phileo Damensara I, 9 Jahn) 16/I 1, Malan Damansara, 46350 Pending Jaya, Selangor. Tel; 03-76651872 Fax: 03-79558626
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF MYDIN MOHAMED HOLDNGS BHD. (221448 A) ;
(Incorporated in Malaysia)
.
• A., )11 d: 11;ts
Report on the Financial Statements
We have audited the financial statements of Mydin Mohamed Holdings Bhd., which comprise the
balance sheets as at 31 March 2010 of the Group and of the Company, the income statements, statements of changes in equity, cash flow statements of the Group and of the ComOnY fbfr the year then ended, a summary of significant accounting policies and other explanatory notes, ,as Set' but on pages 8 to 38.
Directors' ResponSibility for the Financial Statements
The Directors of the Company are responsible for the preparation and fair present,418iili'e thee financial statements in accordance with Financial. Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free froin 'material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies; and making accounting estimate that are reasonable in the circumstances.
Auditors' Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud and error. In making those risks assessments, we consider internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
6

Company No.: 221448 A
INDEPENDENT AUDITORS' REPORT (Contd.)
TO THE MEMBERS OF MYDIN MOHAMED HOLDNGS BHD. (221448 A)
(Incorporated in Malaysia)
Opinion
In our opinion, the financial statements have been properly drawn up in accordance,wiIkMpancial
Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 March 2010 and of their financial performance and cash flows for the year then ended.
Report on Other Legal and Regulatory Requirements
In accordance with the requirements of the Companies Act, 1965 in Malaysia, following:
'• PP ;IP ' we ilso report the
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
(b) We have considered the financial statements and auditors' reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 7 to the financial statements,
(c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company's financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes.
(d) The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
_AeAe-42.4‘4.
MEA & CO
AF 0744
Chartered Accountants
Pet aling Jaya
13 August 2010
MEA FATT LEONG
1346/8/11 (J)
Chartered Accountant
Partner
7

Company No : 221448 A
MYDIN MOHAMED HOLDINGS MID. (221448 A)
(Incorporated in Malaysia)
CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2010
Note 2010
RM
ASSETS
Non-current assets
Property, plant and equipment
Prepaid land lease payments
Goodwill
Investment in associate
4
5
6
8
139,719,153
13,013,770
394,010
3,975,741
151,102,674
Current assets
Inventories
Trade receivables
Other receivables, deposits and prepayments
Tax recoverable
Fixed deposits and repo with licensed banks
Cash and bank balances
TOTAL ASSETS
9
10
11
13
293,550,154
10,558,026
45,909,596
1,008,599
66,453,627
35,589,216
453,069,218
610,171,892
EQUITY AND LIABILITIES
Equity attributable to equity holders of the Company
Share capital .
Revaluation reserve
Retained earnings
14
15
16
60,000,000
20,901,934
290,952,435
371,854,369
599,918
372,454,287
Minority interests
Total Equity
Non-current liabilities
Amount due to directors
Borrowings
Deferred tax liabilities
17
18
20
544,146
4,881,709
5,343,115
10,768,970
Current liabilities
Trade payables
Other payables and accruals
Borrowings
Provision for taxation
21
18
92,511,738
69,218,751
65,157,317
60,829
226,948,635
237,717,605 Total Liabilities
TOTAL EQUITY AND LIABILITIES 610,171,892
See accompanying Notes to the financial statements
8
099
RM
546,778
80,621,719
4,802,072
85,970,569
84,005,898
8,654,461
105,107,718
907,493
198,675,570
284,646,139
658,364,535
305;'5is',A2'8
' ' '5;617i'59
59X510
3,210;2'92
314,996.289
259,288,911
10;427;495
24;142,858
- .0,509
133,'657,636
15,201,846
343„368„24,6
. .,
658<,13114;535 io ', (),' ,i:. i
: o .7 :1 ,
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60;000,000
123,3881,1198
19(41329M8
373,718,396
373,718,396

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Company No: 221448 A
MYDIN MOHAMED HOLDINGS MID. (221448 A)
(Incorporated in Malaysia)
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2010
Revenue
Other income
Purchase of goods and services
Changes in inventories
Staff costs
Depreciation
Other operating expenses
Profit from operations
Finance costs
Share of profit in associate
Profit before tax
After charging / (crediting):
Amortisation of goodwill
Amortisation of prepaid land leases
Audit fee
Under provision in prior year
Bad debts written off
Directors' remuneration
EPF contributions
Finance costs :
Bank overdrafts interest
Hire purchase interest
Bankers' acceptance interest
Revolving credits interest
Loans interest
Plant and equipment written off
Provision for doubtful debts
Rental of office equipment
Reversal of provision for doubtful debts
Gain on disposal of property, plant and equipment
Fixed deposit interest
Franchise management and royalty fee
Interest received
Rental income
Note
22
8
2010
RM
1,435,173,954
127,456,337
(1,219,425,712)
34,261,243
(91,828,524)
(16,920,201)
(135,354,301)
133,362,796
(9,173,589)
1,025,777
125,214,984
199,500
59,877
344,500
12,000
103,961
2,982,000
6,465,421
342,980
87,211
843,170
2,599,955
4,777,657
-
338,095
105,275
-
(72,112,010)
(823,353)
(9,491,152)
(858,484)
(21,055,963)
Income tax expense
Net profit for the year
23 (15,892,529)
109,322,455
Attributable to:
Equity holders of the Company
Minority interests
108,722,537
599,918
109,322,455
See accompanying Notes to the financial statements
10
2009 •
RM
1,216,029,218
41,214,674
(991;918,112)
(4,7752,810)
(74;409,378)
(16,83:834)
(106,459;872)
62;796,886
(12,1171461)
1373605
514517,030
•
•
:'1 , - ii,91',
0 08
• :, 9,477
1: 25400
'I. (PA09
92,731
2,983;500
5,295,351
1 1,08,557
' • 1:r:$406
• 08104
3,365,035
5,707,329
190,633
74,035
(42,073)
(178,765)
(750,386)
(9,150,693)
(820,480)
(15,981,685)
(15,955,686)
35,561,344
35,959,689
(398,345)
35,561,344

Company No : 221448 A
MYD1N MOHAMED HOLDINGS BHD. (221448 A)
(Incorporated in Malaysia)
BALANCE SHEET
AS AT 31 MARCH 2010
Note 2010
RM
ASSETS
Non-current assets
Property, plant and equipment
Prepaid land lease payments
Goodwill
Investment in subsidiaries
Investment in associate .
4
5
6
7
8
126,927,365
7,396,488
394,010
11,846,054
750,000
147,313,917
Current assets
Inventories
Trade receivables
Other receivables, deposits and prepayments
Tax recoverable
Amount due from subsidiaries
Fixed deposits and repo with licensed banks
Cash and bank balances
9
10
11
12
13
269,075,681
10,504,276
43,270,700
940,574
44,076,590
64,677,177
27,815,818
460,360,816
607,674,733 TOTAL ASSETS
EQUITY AND LIABILITIES
Equity attributable to equity holders of the Company
Share capital 14
Revaluation reserve 15
Retained earnings 16
Total Equity
60,000,000
20,901,934
304,516,237
385,418,171
Non-current liabilities
Amount due to directors
Borrowings
Deferred tax liabilities
17
18
20
520,783
2,144,835
5,267,880
7,933,498
Current liabilities
Trade payables
Other payables and accruals
Amount due to subsidiaries
Borrowings
Provision for taxation
21
12
18
81,833,141
67,453,998
-
65,035,925
Total Liabilities
214,323,064
222,256,562
TOTAL EQUITY AND LIABILITIES 607,674,733
See accompanying Notes to the financial statements
11
60,000,000
123,388;498
201,172,493
384,560,991
68,853
80,621,719
4,782,837
85,473,409
79,459,419
6,499,198
147,555
105,107,718
887,763
192,101,653
277,575,062
662,136,053
A i.
2009. .
RM
:
295,633,725
1,•0 ,:ri; , i 59,315,0
7!!11025.4.27i I
.'150,000
308,302,506
241,306,995
10,092, I 48
234 168
1
'874
33,988,419
'3217981840
1214781,271
35•,833,547
I
662,136.053

Company No 221448 A
; f 9
MYDIN MOHAMED HOLDINGS BHD. (221448 A)
(Incorporated in Malaysia)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2010
M 1.4.2009
Share
Capital
RM
60,000,000
Net profit for the year
Dividend paid
Revaluation '
Reserve
RM t •
Earnings
RM
1- •
'Equity
1
•1v1
123,388,498 201,172,493
),
384,560,991 t;
111,4435744 • ----1-14i443-
Derecognition on disposal of property
At 31.3.2010 60,000,000
(8,100,000) (8,100,000)
(102,486,564) (102,486,564)
20,901,934 304,516,237 385,418,171
At 1.4.2008
As previously reported
Prior year adjustments
As restated
Net profit for the year
Dividend paid
At 31.3.2009
60,000,000
60,000,000
60,000,000
123,388,498 168,754,779
(1,015,420)
123,388,498 167,739,359
352,143,277
(1,015,420)
351,127,857
41,233,134
(7,800,000)
123,388,498 201,172,493
41,233,134
(7,800,000)
384,560,991
See accompanying Notes to the financial statements
12

Company No: 221448 A
MYDIN MOHAMED HOLDINGS BHD- (221448 A)
(Incorporated in Malaysia)
INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2010
Revenue
Other income
Purchase of goods and services
Changes in inventories
Staff costs
Depreciation
Other operating expenses
Profit from operations
Finance costs
Profit before tax
After charging / (crediting):
Amortisation of goodwill
Audit fee
Under provision in prior year
Bad debts written off.
Directors' remuneration
EPF contributions
Finance costs :
Bank overdrafts interest
Hire purchase interest
Bankers' acceptance interest
Revolving credits interest
Loans interest
Provision for doubtful debts
Rental of office equipment
Reversal of provision for doubtful debts
Gain on disposal of property, plant and equipment
Fixed deposit interest
Franchise management and royalty fee
Interest received
Rental income
Note
22
2010
RM
1,309,853,150
128,431,306
(1,107,492,856)
27,768,686
(81,205,313)
(15,333,708)
(126,444,822)
135,576,443
(8,650,589)
126,925,854
199,500
255,500
(1,500)
103,961
2,982,000
5,851,201
342,980
87,211
843,169
2,599,955
4,777,274
331,089
102,411
(72,110,891)
(807,700)
(9,491,152)
(858,484)
(21,755,260)
Income tax expense
Net profit for the year
23 (15,482,110)
111,443,744
See accompanying Notes to the financial statements
13
(902,540,237)
(12;624,950)
(66;633;09)
(15;431';701)
(97;559;459)
68,225,358
(11,36091)
56,W44§7
2601,obb
.
i0;500
92,-731
2;0831,M0
:.4;25M0
1,058,557
82,876
1,087,094
3,365,035
5,707,329
74,035
(42,073)
(199,914)
(724,793)
(9,150,693)
(820,480)
(15,701,937)
(15,691,333)
41,233,134

Company No: 221448 A
MYDIN MOHAMED HOLDINGS BHD. (221448 A)
(Incorporated in Malaysia)
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2010
Note 2010
RM
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustment for non-cash items :
Amortisation of goodwill
Amortisation of prepaid land lease payments
Bad debts written off
Depreciation
Interest expenses
Inventories written off
Plant and equipment written off
Provision for doubtful debts
Interest income
Gain on disposal of property, plant and equipment
Reversal of provision for doubtful debts
Share of results in associate
6
5
4
Operating profit before changes in working capital
(Increase) / decrease in inventories
(Increase) / decrease in receivables
Decrease in amount due from directors
Increase / (decrease) in payables
Cash generated from operating activities
Income tax refunded
Income tax paid
Net cash from operating activities
(16,896,919)
74,221,705
125,214,984
199,500
59,877
103,961
16,920,201
9,173,589
3,126,487
-
338,095
(823,353)
(72,112,010)
..
(1,025,777)
81,175,554
(37,387,730)
(21,739,328)
.
69,070,128
91,118,624 a.1!()7 iV
1
16439.`')
51- 5111,630
1 iiiu c)
'
I ; i61;i98 -
''' ..0* ii
- .......92,73.1
1.6;883,04
12,117,461
2,59084
)r 1
: ' (ki;3•6)
(178,765)
(43,073)
(837,605)
81,907,319
2,253,532
11,706,670
4,843,605
(12,655,584)
88,055,542
34,784
(17,194,275)
70,896,051
See accompanying Notes to the financial statements
14

Company No: 221448 A
MYDIN MOHAMED HOLDINGS BHD. (221448 A)
(Incorporated in Malaysia)
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2010
Note
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) / increase in amount due to directors
Repayment of hire purchase payables
Increase / (decrease) in bankers' acceptance
Decrease in revolving credits
Drawdown of term loan
Repayment of term loans
Interest paid
2010
RM
CASH FLOWS FROM INVESTING ACTIVITIES
Interest income
Dividend paid
Addition of subsidiaries (net outflow)
Purchase of property, plant and equipment
Purchase of prepaid land lease payments
Proceeds from disposal of property, plant and equipment
7
4
5
823,353
(8,100,000)
-
(21,308,940)
(7,396,488)
140,289,963
104,307,888
(2,632)
(717,619)
3,808,470
(31,132,894)
2,868,000
(87,258,576)
(9,173,589)
(121,608,840)
NET INCREASE IN CASH
AND CASH EQUIVALENTS
Balance at beginning of year
Balance at end of year
56,920,753
18,171,808
75,092,561 f
.1686"'"
, • i ■
RM ' "
(i
_ .. . .
1.1_,> .)
750,386
(7,800,000)
'(41,326,643) t.(1.9,4661;688)
I , ; i , l 'o
1,475,723.
(29,360,622)
. fr:.1.0 l ' :"/94;ii6
' "1 046;69)
(13;,161:;'5N)
(2,558,536)
90,000,000
(74,558,160)
(12,117,461)
(13,123,654)
28,411,775
(10,239,967)
18,171,808
CASH AND CASH EQUIVALENTS CONSIST OF
Fixed deposits and repo
Cash and bank balances
Bank overdrafts
66,453,627
35,589,216
(26,950,282)
75,092,561
33,657,636
15,201,846
(30,687,674)
181171,808
See accompanying Notes to the financial statements
15

Company No: 221448 A
MYDIN MOHAMED HOLDINGS BHA. (221448 A)
(Incorporated in Malaysia)
CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustment for non-cash items :
Amortisation of goodwill
Bad debts written off
Depreciation
Inventories written off
Interest expenses
Provision for doubtful debts
Interest income
Gain on disposal of property, plant and equipment
Reversal of provision for doubtful debts
Operating profit before changes in working capital
(Increase) / decrease in inventories
(Increase) / decrease in receivables
Increase in amount due from subsidiary companies
Decrease in amount due from directors
Increase / (decrease) in payables
(Decrease) / increase in amount due to subsidiaries
Note
6
4
2010
RM l r
2099,
RM' '
; , i: -•-, -:.: : •,
,;..i.
.itt,,
17.6,92,5,854
199,500 l',9 8
103,961 .. . .......- .92,731
15,333,708
2,810,909
15,431,1701
2,260,922
8,650,589
331,089
(807,700)
(72,110,891)
-
11;300,01
........... - - ...
' (724;793)
(199,914)
(42,073)
85,305,230 81,437,019
(30,579,595)
(20,949,007)
(10,088,171)
63,328,522
(147,555)
10,364,028
11,835,423
(20,768,232)
4,866,968
(8,379,452)
138,094
Cash generated from operating activities
Income tax paid
Net cash from operating activities
83,001,213
(16,825,403)
83,362,059
(17,135,535)
66,175,8 .
10 66,226,524
See accompanying Notes to the financial statements
16

Company No: 221448 A
MYDIN MOHAMED HOLDINGS BUD. (221448 A)
(Incorporated in Malaysia)
CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2010
Note 2010
RM
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of shares in subsidiary company
Interest income
Dividend paid
Purchase of property, plant and equipment
Purchase of prepaid land lease payments
Proceeds from disposal of property, plant and equipment
4
5
7 (520,783)
807,700
(8,100,000)
(16,744,319)
(7,396,488)
140,220,900
108,267,010
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in amount due to directors
Decrease in revolving credits
Repayment of hire purchase payables
Increase / (decrease) in bankers' acceptance
Drawdown of term loan
Repayment of term loans
Interest paid
451,930
(31,132,894)
(717,619)
3,808,470
(87,248,842)
(8,650,589
(123,489,544)
41
. -
(4,375,271)
. 724,793 c7,860;o6c9
246,550
(24,383,878)
6053
. (2;58;536)
1, 1- (71'4144)
(13,207,574)
90,000,000
(74,558,160)
(11,300,891)
(12,269,992)
• NET INCREASE IN CASH
AND CASH EQUIVALENTS
Balance at beginning of year
Balance at end of year
50,953,276
14,589,437
65,542,713
29,572,654
(14,983,217)
14,589,437
CASH AND CASH EQUIVALENTS CONSIST OF :
Fixed deposits and repo
Cash and bank balances
Bank overdrafts
64,677,177
27,815,818
(26,950,282)
65,542,713
32,798,840
12,478,271
(30,687,674)
14,589,437
See accompanying Notes to the financial statements
17

Company No.: 221448 A
MYDIN MOHAMED HOLDINGS BHD. (221448 A)
(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS
31 MARCH 2010
1. GENERAL INFORMATION
.•:,;•:, .„.1,t.i!
The Company is a public limited liability company, incorporated and domiciled in Malaysia.
The Company is principally engaged in the hypermarket, supermarket, emporium, franchising, wholesale business and shopping centre operations. The principal activities of the subsidiaries and associate are, disclosed in Notes 7 and 8 to the financial -statements. There has been no significant change in activity during the financial year. s. tr
The registered office of the Company is located at Unit No. B3-10, Block B, Plaza Dwi Tasik, No.
21, Jalan 5/106, Bandar Sri Permaisuri, 56000 Kuala Lumpur.
11',.•111;.r11.11
The principal place of business of the Company is located at Level 3, Mydin H ern Isi1af11;1-Int
& 676, Jalan Persiaran Subang Permai, USJ 1, 47500 Subang Jaya.
I :TN) r /r 1
The financial statements were authorised for issue by the Board of the. Directors in,la oordai ee with a resolution of the directors on 13 August 2010. I
:1 11, 1 1 1'1
I
I
2. BASIS OF PREPARATION 2.1,1
10
110 )9•
The financial statements of the Group and of the Company have been prepared under the historical
cost convention except for the revaluation of freehold land and buildings included inl propel ;'plant and equipment.
1,11
The financial statements have been prepared in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia.
2.1 FRS and Interpretations of FRS not yet effective
The Company has not adopted the following FRS and Interpretations of Financial Reporting
Standards ("IC Int") issued but not yet effective.
Reference
FRS 1
FRS 2
FRS 3
FRS 4
FRS 5
Description
First-time Adoption of Financial Reporting Standards (revised)
Standards
Amendments to FRS 2 Share-based Payments:
Vesting Conditions and Cancellations
Business Combinations (revised)
Insurance Contracts
Amendments to FRS 5 Non-current Assets Held for Sale and
Discontinued Operations
Effective date
1 Jul 2010
Jan 2010 and 1 Jan
2011
1 Jan 2010 and 1 Jul
2010
1 Jul 2010
1 Jan 2010
1 Jul 2010
18

Company No.: 221448 A
2. BASIS OF PREPARATION (Contd.)
2.1 FRS and Interpretations of FRS not yet effective (Contd.) eference
=RS 7
RS 8
S 101
Description
Financial Instruments: Disclosure
Amendments to FRS 7 Financial Instruments: Disclosures
Operating Segments
Amendment to FRS 8: Operating Segments
Presentation of Financial Statements (revised)
Amendments to FRS 101 Presentation of Financial Statements -
Puttable Financial Instruments and Obligations Arising on Liquidatio
RS 123 Borrowing Costs (revised)
Effeetiveidate
1 Jan 2010;
1, Jul N99
ITah.)2010
I Lot .!0(t) I
1 Jan 2010
11' Jan'20r10 j
Consolidated and Separate Financial Statements (revised)
RS 127 Amendments to FRS 127 Consolidated and Separate Financial
Statements - Cost of an Investment in Jointly Controlled Entity or
Associate
RS 132
Amendments to FRS 132 Financial Instruments: Presentation
- Puttable Financial Instruments and Obligations Arising on Liquidation
- Separation of Compound Instruments
- Classification of Rights Issues
-
11ft AIN
1
, 4 p 4210
1 Mar 1010
138 Amendments to FRS 138 Intangible Assets
-RS 139
Financial Instruments: Recognition and Measurement
Addendum to FRS 139
C Int 4 Determining whether an Arrangement contains a Lease
C Int 9
Reassessment of Embedded Derivatives
Amendments to IC Interpretation 9 Reassessment of Embedded
Derivatives
C Int 10 Interim Financial Reporting and Impairment
C Int 11 FRS 2 - Group and Treasury Share Transactions
[C Int 12 Service Concession Agreements
C Int 13 Customer Loyalty Programmes
C Int 14 FRS 119 - The limit on Defined Benefit Asset, Minimum Funding and their Interaction
• 1- Jul 2010
1 ; lan., I 2P10 f 2011
1 Jan 2010
1 Jul 2010
1 Jan 2010
1 Jan 2010
1 Jul 2010
1 Jan 2010
1 Jan 2010
IC Int 15
C Int 16
IC Int 17
Agreements for the Construction of Real Estate
Hedges of a Net Investment in a Foreign Operation
Distribution of Non-cash Assets to Owners
C Int 18 Transfers of Assets from Customers
Improvements to FRSs (2009)
1 Jul 2010
1 Jul 2010
1 Jul 2010
1 Jan 2011
1 Jan 2010
19

Company No.: 221448 A
2. BASIS OF PREPARATION (Contd.)
2.1 FRS and Interpretations of FRS not yet effective (Contd.)
"ff such applicable standards become effective.
The abovementioned FRSs (except for FRS 7 and FRS 139), Amendments to FRS and IC
Interpretations are expected not to have any significant impact on the financial statements.arthe
Company upon their initial application.
The Company is exempted from disclosing the possible impact, if any, to the financial statements upon the initial application of FRS 7 and FRS 139.
2.2 Functional and presentation currency
These financial statements are presented in Ringgit Malaysia (RM), which is the Company's functional currency.
2.3 Use of estimates and judgements
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported arnottnts' liabilities, income and expenses. Actual results may differ from these estimates.''
Estimates and underlying assumptions are reviewed on an ongoing basis. ReviSiriiih'Ito accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.
-it: It
There are no significant areas of estimation uncertainty and critical judgements -in"d61Slirig accounting policies that have significant effect on the amounts recognised in the financial. statements.
3. SIGNIFICANT ACCOUNTING POLICIES
(a) Subsidiaries and Basis of Consolidation
(i) Subsidiaries
Subsidiary companies are those companies in which the Group has power to exercise control over the financial and operating policies so as to obtain benefits from their activities.
In the Company's separate financial statements, investments in subsidiaries are stated at cost less impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 3(o). On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is recognised in the income statement.
(ii) Basis of Consolidation
The Group financial statements consolidate the audited financial statements of the parent
Company and its subsidiary companies, which have been prepared in accordance with the
Group's accounting policies.
20

Company No.: 221448 A
3. SIGNIFICANT ACCOUNTING POLICIES (Contd.)
(a) Subsidiaries and Basis of Consolidation (Contd.)
(ii) Basis of Consolidation (Contd.)
Subsidiary companies are consolidated using the acquisition method of accounting frOin the date on which the control transferred to the Group and are no longer consolidated from the date that control ceases. The gain or loss on disposal of a subsidiary company is the difference between net disposal proceeds and the Group's share of its net assets itogeth,er with any unamortised balance of goodwill on acquisition and exchange differences.
In preparing the consolidated financial statements, intragroup balances, transactions and unrealised gains or
are eliminated in full
(b) Associate
An associate is a company in which the Group has a long term equity interest and where it exercises significant influence over the financial and operating policies.
Investment in associate is stated at cost less impairment losses. Investment in associate is accounted for in the consolidated financial statements by the equity method of accounting.
Details of the associate are disclosed in Note 8.
In the Company's separate financial statements, investment in associate is stated at cost less impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 3(o). On disposal of such investments, the difference betWeen.net diSpklital proceeds and their carrying amounts is recognised in the income statement.
. ,,
•
(c) Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost and or valuation net of accumulated depreciation and impairment losses. Depreciation is calculated on the straight-line basis to write off the cost of the property, plant and equipment over their estimated useful lives at the following annual rates:
2% Buildings
Office equipment, furniture & fittings, signboard, air conditioners, electrical installation and renovations
Computers, motor vehicles and plant & machinery
Freehold land is not amortised.
10%
20%
(d) Goodwill
The excess of the purchase consideration over fair value of
taken over is recognised as goodwill and is amortised over 20 years.
(e) Inventories
Inventories consisting of only merchandise are valued at the lower of cost (determine on the weighted average basis) and net realisable value after adequate allowance has been made for damaged, obsolete and slow moving items. Net realisable value represents the estimated selling price less all estimated costs to be incurred in marketing, selling and distribution.
21

Company No.: 221448 A
..!
3. SIGNIFICANT ACCOUNTING POLICIES (Contd.)
(f) Trade and Other Receivables
Trade and other receivables are carried at anticipated realisation values. Bad debts are written off when identified. An estimate is made for doubtful debts based on a review of all outstanding amounts as at balance sheet date.
(g) Cash and Cash Equivalents
: •;
For the purposes of the cash flow statement, cash and cash equivalents include cash in halid and at banks and deposits at call and short term highly liquid investments which have an insignificant risk of changes in value, net of outstanding bank overdrafts. it II,
(h) Trade Payables
•
!I
Trade payables are stated at cost which is the fair value of the consideration to be
th for goods received.
;:' i e
) Provision for Liabilities
.!!!
Provision for liabilities are made when the Company has a present legal or constructive Obligation as a result of past events, when it is probable that an outflow of resources will be recognised to settle the obligation, and when a reliable estimate of the amount can be made.
Lease and Hire Purchase Assets
A lease is recognised as a finance lease if it transfers substantially to the Group all the risk and rewards incident to ownership. All other leases are classified as operating leases..
(i) Finance lease
Assets acquired by way of hire purchase or finance leases are stated at an itnourit equal to the lower of their fair values and the present value of the minimum lease payments 'at' the inieefiti6n of the leases, less accumulated depreciation and impairment losses. The corresponding liability is included in the balance sheet as borrowings.
Lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance costs are recognised as an expense in the income statement over the term of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligation for each accounting period.
The depreciation policy for leased assets is consistent with that for depreciable property, plant and equipment as described in the accounting policy for property, plant and equipment.
(ii) Operating Lease
Operating lease payments are recognised as an expense in the income statement on the. straight-line basis over the term of the relevant lease. iii) Leases of land
Leasehold land that normally has an indefinite economic life and where title is not expected to pass to the lessee by the end of the lease term is treated as an operating lease. The lump-sum upfront lease payment made on entering into or acquiring a leasehold land is accounted as prepaid lease payments and is amortised over the lease term in accordance with the pattern of benefits provided.
22

Company No.: 221448 A
Or .
3. SIGNIFICANT ACCOUNTING POLICIES (Contd.)
I. y
1,MUcC,.1
(k) Revenue Recognition
Revenue is recognised when it is probable that the economic benefits associated, with. the transaction will flow to the enterprise and the amount of the revenue can be measured reliably. i) Revenue relating to sale of goods is recognised upon transfer of risks and reward. ii) Revenue from services rendered is recognised as and when the services are perfortried. 1 -)• iii) Interest income is recognised on a time proportion basis that reflects the effective yield or; lhe asset. iv) Rental income is recognised on an accrual basis. v) Dividend income is recognised when the right to receive payment is established.
Revenue relating to sale of goods is stated net of returns and discounts ∎ Iso,";1,A du.
,
1 111
(I) Income Taxes , 1::."
Income tax on the profit or loss for the year comprises current and deferred ta,CCuteent , ta*Iis expected amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that are enforced at the balance sheet date.
Deferred taxation is computed using the 'liability' method, on the temporary differences lat,te balance sheet date between the tax bases of assets and liabilities and their carrying amounts in,the financial statements. In principle, deferred tax liabilities are recognised for all taxable tempOrqy difference and deferred tax assets are recognised for all deductible temporary difference, unused tax losses and unused tax credits to the extent that it is probable the taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be realised.
Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also charged or credited directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or negative goodwill.
(m)Foreign Currencies Conversion and Translation
Transactions in foreign currencies during the year are converted into Ringgit Malaysia at the rates of exchange approximating those ruling at the transaction dates. Foreign currency monetary assets and liabilities at the balance sheet date are translated into Ringgit Malaysia at the rates of exchange approximating those at that date. All exchange gains or losses are dealt with in the income statement.
(n) Financial Instruments
The particular recognition method adopted for financial instruments recognised on the balance sheet is disclosed in the individual policy statements associated with each item. The carrying values for financial assets and liabilities with tenure to maturity of less than one year are assumed to approximate their fair value.
23

Company No.: 221448 A
3. SIGNIFICANT ACCOUNTING POLICIES (Contd.)
(o) Impairment of Assets
At each balance sheet date, the Company reviews the carrying amounts of its assets to determine whether there is any indication of impainnent. If any such indication exists; measured by comparing the carrying values of the assets with their recoverable amounts.
Recoverable amount is the higher of net selling price and value in use, which is measured by reference to discounted future cash flows.
An impairment loss is recognised as an expense in the income statement immediately unless, the asset is carried at a revalued amount. Any impairment loss of the revalued asset is treated as a revalauation decrease to the extent of any unutilised previously recognised revaluation surplus for the same asset. Reversal of impairment losses recognised in prior years is recorded when the impairment losses recognised for the asset no longer exist or have decreased, .i!
(p) Employee Benefits
(i) Short term benefits I n, , k ,
Wages, salaries, bonuses, and social security contributions are recognised as an expense in the year which the associated services are rendered by employees of the Group. Short term accumulating compensated absences such as paid annual leave are recognises wherl ,seryices are rendered by employees that increase their entitlement to future compensated absences„.and short term non accumulating compensated absences such as sick leave are recognised wheri the absences occur.
(ii) Defined contribution plans
As required by law, the Group makes contributions to the Employees Provident Fund (EPF). _
Such contributions are recognised as an expense in the income statement as incurred.
(q) Borrowing Costs
Interest incurred on borrowings related to construction of property, plant and equipment, are capitalised during the period of construction. Capitalisation of borrowing costs ceases when construction is completed.
(r) Fair values
The carrying amounts of financial assets and liabilities of the Group and of the Company at the balance sheet date approximated their fair values.
The fair value of borrowings is estimated by discounting the expected future cash flows using the current interest rates for liabilities with similar risk profiles.
It is not practical to estimate the fair values of the amounts due to / from subsidiaries due principally to a lack of fixed repayment term entered by parties involved and without incurring excessive costs. However, the Company believes that the carrying amount represents the recoverable value.
24

Company No: 221448 A
4. PROPERTY, PLANT AND EQUIPMENT
The Group
As at
1.4.2009
RM
Additions
RM
Disposals
R1v1
Cost / Valuation
Freehold land at valuation 100,106,375
Buildings at valuation 151,373,905
Air conditioners
Computers
4,415,184 251,496
27,986,914 4,436,356
(42,305,000)
62,338 (132,702,810)
Electrical installations
Furniture and fittings
4,383,348
23,533,845
481,621
7,857,956
(37,371)
(3,904)
Motor vehicles
Office equipment
Plant and machinery
Renovations
Signboards
Alarm system
8,350,387
10,492,989
24,531,043
29,000,965
2,263,927
1,954,250
388,393,132
1,038,328
895,561
1,919,039
2,576,671
1,756,229
530,705
(928,902)
(19,419)
(107,500)
(27,274)
(72,150)
21,806,300 (176,204,330)
Reclassication
RM
(3,450,009)
(5,500)
1,175,265
(92,989)1
2,373,233
As at
31;3.2010
7 j§1?75 r1,?P;4?4
4,666,080
32;417,770
3
0341§2 g;49,,813
,:;11,276,142
26;342,582
33,923,595
'3;948',606
I '1 2;44;955
233,905;102
Accumulated Depreciation
Buildings at valuation
Air conditioners
Computers
Electrical installations
Furniture and fittings
Motor vehicles
Office equipment
Plant and machinery
Renovations
Signboards
Alarm system
3,152,583 2,284,218
2,732,778 269,915
19,229,648 3,621,864
2,347,412 373,415
7,925,850 2,646,033
6,398,210 910,312
5,826,133 808,221
16,147,072 3,806,337
17,784,177 1,707,095
823,921 296,026
510,020 214,525
82,877,804 16,937,961
(4,625;216)
(606)
(734,154)
(19,419)
(88,271)
(72,150)
(5,539,816)
(202,246)„60%339
(5,500)
. 41 2 f' 2),72C427
179,247 j 00'My?A
.1.)(.$7144 8
(92,989) 1 6b,5411,9,(16
-
121,488 19,612,760
1,047,797
724,545
94,275,949
Net Book Value
Freehold land at valuation 100,106,375
Buildings at valuation
(42,305,000)
148,221,322 (2,221,880) (128,077,594)
Air conditioners
Computers
Electrical installations
1,682,406
8,757,266
(18,419)
814,492
Furniture and fittings
Motor vehicles
Office equipment
Plant and machinery
Renovations
Signboards
Alarm system
2,035,936 108,206
15,607,995
1,952,177
4,666,856
5,211,923
128,016
87,340
8,383,971 (1,887,298)
11,216,788
1,440,006
1,44-4,230
869,576
1,460,203
316,180
305,515,328
(37,371)
(3,298)
(194,748)
(19,229)
(27,274)
4,868,339 (1701664,514)
(3,247,763)
996,018
2,251,745
57,801,375
14,674,085
1,663,987
9,571,758
2,106,771
21,812,638
1,885,445
4,754,196
6,477,444
14,310,835
2,900,209
1,760,410
139,719,153
25

Company No 221448 A
4. PROPERTY, PLANT AND EQUIPMENT (Contd.)
The Company
As at
1.4.2009
RM
Cost / Valuation
Freehold land at valuation 100,106,375
151,373,905 Buildings at valuation
Air conditioners
Computers
Electrical installations
Furniture and fittings
Motor vehicles
Office equipment
Plant and machinery
Renovations
Signboards
Alarm system
4,138,776
26,958,451
3,799,794
8,569,552
23,988,326
Additions
RM
Disposals
RM
(42,305,000)
Reclassification 3•.3.2040
RM
62,338 (132,702,810) (3,450,009) 15,2$3,24
156,727
4,013,315
379,629
20,263,455 6,601,338
8,281,808 1,038,328
402,867
1,198,902
25,024,422 1,269,405
(928,902)
(19,419)
(107,500)
1,995,889 1,618,645
1,855,403 500,185
(72,150)
376 356,156 17,241,679 (176,135,781)
(5,500)
,As,at
.RM
57s49P75
,
44295,50.3.
30,966,266 i4,179,423
1,175,265 28,040i,058 sp,.91,p4
(92,989)
25;079;728
2,373,233 28,667,060
' 3;542084
'124355588 -
217;4054
Accumulated Depreciation
Buildings at valuation
Air conditioners
Computers
Electrical installations
Furniture and fittings
Motor vehicles
Office equipment
Plant and machinery
Renovations
Signboards
Alarm system
3,152,583
2,696,195
18,902,360
2,265,994
7,415,089
6,371,472
2,284,218
238,601
3,375,386
318,197
2,264,118
896,597
5,489,951
15,972,798
17,168,022
585,582
3,652,059
1,269,788
791,276
496,691
263,059
203,863
80,722,431 15,351,468
(4,625,216) (202,2416) 60019
2,9,34?796
(5,500) 22,272,246
2,584,191
179,247 9,08,454
(734,154)
(19,419)
(88,271)
(92,989) .1'
71;536;586
(72,150)
121,488 18559;298
982,185
(5,539,210)
700,554
90,534,689
Net Book Value
Freehold land at valuation 100,106,375
Buildings at valuation
(42,305,000) 57,801,375
148,221,322 (2,221,880) (128,077,594) (3,247,763) 14,674,085
Air conditioners 1,442,581 (81,874) 1,360,707
Computers 8,056,091 637,929 8,694,020
Electrical installations 1,533,800 61,432 1,595,232
Furniture and fittings 12,848,366 4,337,220 996,018 18,181,604
Motor vehicles
Office equipment
1,910,336
3,079,601
141,731
(182,715)
(194,748) 1,857,319
2,896,886
Plant and machinery 8,015,528 (2,453,157) (19,229) 5,543,142
Renovations
Signboards
Alarm system
7,856,400
1,204,613
1,358,712
(383)
1,355,586
296,322
2,251,745 10,107,762
2,560,199
1,655,034
295,633,725 1,890,211 (170,596,571) 126,927,365
26

Company No: 221448 A
4. PROPERTY, PLANT AND EQUIPMENT (Contd.)
Depreciation charge for year ended 31.3.2009
Group
RM
Company
RM
Buildings
Air conditioners
Computers
Electrical installations
Furniture and fittings
Motor vehicles
Office equipment
Plant and machinery
Renovations
Signboards
Alarm system
3,152,583
263,858
3,422,105
410,573
2,171,492
953,575
777,678
3,643,619
1,697,147
204,258
186,946
16,883,834
3,152,5831
234,728
3,196,299
349;560'
1,825,984:
938,804
575,101
3,537,386
1,268,102
176,486
176,668
15,431,701 a) During the financial year, the Group and the Company acquired property, plant and equipment at aggregate costs of RM21,806,300 (RM19,804,686 in 2009) and RM17,241,679
(RM13,517,950 in 2009) respectively of which RM479,600 (RM338,000 in 2009) and
RM479,600 (RM338,000 in 2009) were acquired by means of hire purchase arrangements. b) Cash payments of RM2I,308,940 (RM19,466,688 in 2009) and RM16,744,319 (RM13,179,950 in 2009) were made by the Group and the Company respectively during the financial year.
27

Company No.: 221448 A
4. PROPERTY, PLANT AND EQUIPMENT (Contd.)
(c) On 3 October 2007, the freehold land and building of the Company were revalued by a firm of an independent professional valuers Fair value is determined by reference to open Mai4c6 values on an existing use basis.
Had the property been carried at historical cost less depreciation, the carrying value of each class of the property included in the financial statements would be as follows: "''!'
Freehold land
Buildings
2010
RM
Group
2009
RM
2010
RM
Company's
!2.604 '
22,326,720 45,868,667 22,326,720 45,868,667
13,601,568 62,921,595 13,601,568 62,921,595
35,928,288 108,790,262 35,928,288 108,790,262
(d) Net book values of plant and equipment held under hire purchase and finance lease iiiCingements are as follows:
Group Company
2010
RM
2009 2010
RM
2009
RM
Hire purchase
Motor vehicles 807,048 1,098,065 807,048 1,098,065
(e) The net book values of property, plant and equipment pledged as securities for borrowings as referred to in Note 17 are as follows:
Freehold land at valuation
Buildings at valuation
Group Company
2010 2009 2010 2009
RM RM RM RM
57,801,375 100,106,375 57,801,375 100,106,375
14,674,084 148,221,323 14,674,084 148,221,323
75,475,459 248,327,698 75,475,459 248,327,698
5. PREPAID LAND LEASE PAYMENTS
At Costs
At 1 April
Acquisition of subsidiaries
Additions
At 31 March
Accumulated Amortization
At 1 April
Charge for the year
At 31 March
Group
2010
RM
5,737,036
2009
RM
5,737,036
7,396,488
13,133,524 5,737,036
(59,877)
(59,877)
(119,754)
(59,877)
(59,877)
Carrying amount at 31 March 13,013,770 5,677,159
28
2010
RM
Company
2009
7,396,488
7,396,488
7,396,488
RM

, "1,2 7
Company No.: 221448 A
';
•
I
6. GOODWILL
2010
Group
2009
Company
2010 '. -,2009
RM RM RM RM
At 1 April 3,991,281 3,991,281 3,991,2811.. i 11'3,4991,281
Less: Accumulated amortization (3,597,271) (3,397,771) (3,597,271) (3,397,771)
At 31 March 394,010 593,510 394,010! 1 593,510
Amortisation charge for the year 199,500 261 298 199 500i, ),
1
( ot r1 111
Company', 11.1111.1
2010 g.M
11,846,054
2009
I4.41t.
11 325.271 Unquoted shares, at cost
The details of the subsidiary companies are as follows:
Name of subsidiary
Equity
Interest
2010 2009
Country of
Incorporation Principal Activities
■
My Mart Mydin Sdn. Bhd. 100% 100% Malaysia
My Mydin Sdn. Bhd. 100% 100% Malaysia
Ayer Molek Development Sdn. Bhd.** 100% 100% Malaysia
Fikiran Mantap Sdn. Bhd.** 100% 100% Malaysia
Mydin Retail Academy Sdn. Bhd.**
Mydin Foodcourt Sdn. Bhd. **
Mydin Melaka Bazaar Sdn. Bhd.
100% 100% Malaysia
70% 70% Malaysia
70% 70% Malaysia
'
1 :}
Mini market
Dormant
Dormant
Dormant
Food court
Bazaar
Subsidiaries of My Mart Mydin Sdn. Bhd.
My Mart Bangsar Sdn. Bhd.
My Mart JMI Sdn. Bhd.
My Mart KB Sdn. Bhd.
My Mart Shelly Sdn. Bhd.
My Mart K. Terengganu Sdn.Bhd.
My Mart USJ Sdn. Bhd.
100% 100% Malaysia
100% 100% Malaysia
100% 100% Malaysia
100% 100% Malaysia
100% 100% Malaysia
100% 100% Malaysia
** Audited by firm other than Mea & Co.
Ceased operations
Ceased operations
Ceased operations
Ceased operations
Ceased operations
Ceased operations
29

Company No.: 221448 A
7. INVESTMENT IN SUBSIDIARIES (Contd.)
_
a) During the fmanciat year, the Company subscribed to additional ordinary snares issued by wholly-owned subsidiary, Fikiran Mantap Sdn. Bhd. b) In the previous financial year, the Company acquired 100% equity interest in Ayer M`didik' l
Development Sdn. Bhd. and Fikiran Mantap Sdn. Bhd., which are incorporated in MaWii"With the issued and paid up share capital of 100,002 and 25,002 ordinary shares of RM1.00:'"1 "I'
The effects of the acquisition on the financial position of the Group as at 31 March 20091 ` is as follows:
5, 17 fT1.6
2009
Property
Cash at bank
Other payable and accruals
Amount due to directors
Group's share of net assets
RM
5,677,159
6,246
(966,531)
(452,062)
4,264,812
??7 .1
The fair value of the assets acquired and liabilities assumed from the acquisition of the subsidiaries are as follows:
Fair value recognised on acquisition
2009
RM
Acquiree's carrying amount
2009
RM
Net assets acquired:
Property
Cash at bank
Other payable and accruals
Amount due to directors
Total cost of acquisition
5,737,036
55,228
(964,931)
(452,062)
4,375,271
5,737,036
55,228
(964,931)
(452,062)
4,375,271
Net cash outflow arising from acquisition:
Cash and cash equivalents of subsidiaries
Cash consideration paid
55,228
(4,375,271)
(4,320,043)
30

Company No.: 221448 A
8. INVESTMENT IN ASSOCIATE
Unquoted shares at cost
Share of post-acquisition reserves
2010
RM
750,000
3,225,741
3,975,741
Group
2009
RM
750,000
2,460,2q
3,210,292
Represented by:
Share of net tangible assets
Share of goodwill in associate
Goodwill on acquisition
3,621,491
190,000
3,811,49i
164,250
3,975,741
2,856,042
190,000
3.046.042
164 V 0
3 210 P2
Name of associate
• -
Details of the associate are as follows:
Country of ti
Equity Interest Incorporation Principal Activities
2010 2009
11,i
Iman &bias (M) Sdn Bhd 50% 50% . Malaysia Wholesale and
9. INVENTORIES
At cost:
Merchandise
10. TRADE RECEIVABLES
2010
RM
Group
2009
RM
2010
RM
•
Company' 1 -i', 1:•11ilk
"i!, : 2009!',:
RM •
293,550,154 259,288,911 269,075,681 ' 1 ' • 241',306;995!
Trade receivables
Less: Provision for doubtful debts
Group
2010
RM
2009
RM
12,071,364 11,609,744
2010
RM
Company
2009
RM
12,017,614 11,274,397
(1,513,338) (1,182,249) (1,513,338) (1,182,249) •
10,558,026 10,427,495 10,504,276 10,092,148
The Company's normal trade credit term ranges from 45 to 90 days, Other credit terms are assessed and approved on a case-by-case basis.
At the balance sheet date, the Company has significant concentration of the credit risk in the form of outstanding balances due from seven (seven in 2009) major customers amounting to
RM6,860,102 (RIv17,856,632 in 2009) representing 65% (78% in 2009) of the total trade receivables. Included in net total net trade receivables of the Company are debts amounting to
RM981,262 (RM981,262 in 2009) which have been outstanding beyond one year. The Directors, upon assessing the debts, are of the view that these debts are recoverable and that there is no indication to suggest that the debtors are unable to effect settlement. The Company continues to pursue the full recovery of these debts.
31

1
Company No.: 221448 A
11. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
2010
RM
Group
2009
RM
8,575,885 8,062,724 Deposits paid to others
Deposits paid to a company which directors are also directors and/or shareholders
Prepayments
Amount due on disposal of property, plant and equipment
Amount due from franchisees
Amount due from associate
Others
11,535,000
2,486,910
13,643,430
4,200,840
155,640
5,311,891
5,940,000
3,855,485
2,344,789
88,542
4,451,318
45,909,596 24,742,858
Company
2010 1
RM
7,286,036
11,535,000
•
2009
RM '
7,052,505
5,940,000
• -,
2,091,919 , 3,524,655 '
13,643,430
4,200,840 ' 2,344,789
155,640 88,542
4,357,835 4,218,383
43 270 700 23,168,874
The amount due from associate is interest-free, unsecured and has no fixed term of repayment.
12. AMOUNT DUE FROM / (TO) SUBSIDIARY COMPANIES
The amount due from / (to) subsidiary companies is interest-free, unsecured and1 6)s
term of repayment.
13. FIXED DEPOSITS
Fixed deposits of the Group and of the Company amounting to RM600,000 (RM1,219,478 in
2009) and nil (RM1,219,478 in 2009) respectively have been pledged for credit facilities granted to the Group and the Company.
The fixed deposits bear interest at rates ranging between 1.28% to 3.20% (1.80% to 3.70% in
2009).
14. SHARE CAPITAL
Ordinary share of RM I each:
Authorised
Issued and fully paid
2010
RM
100,000,000
60,000,000
2009
RM
100,000,000
60,000,000
32

Company No.: 221448 A
15. REVALUATION RESERVE
Non distributable:
At 1 April
Derecognition on disposal of property
At, 31 March
2010
RM
123,388,498
(102,486,564)
20,901,934
2009
RM
123,Ak498
I •q,,1
123,388,498
16. RETAINED EARNINGS
.:• ,
Tax
Oil the Company's profits is final lax and dividends distributed to sharehOiders will be exempted from tax. Retained earnings are available in full for distribution without restriction or additional tax.
17. AMOUNT DUE TO DIRECTORS
Amount due to directors is interest-free, unsecured and with no fixed term of repayrnent6 '
18. BORROWINGS
2010
RM
Group
2009
RM
Short Term Borrowings
Secured:
Bank overdrafts
Bankers' acceptance
Revolving credits
Term loans
Hire purchase and finance lease payables (Note 19)
26,950,282
21,190,968
14,535,958
1,937,540
30,687,674
17,382,498
45,668,852
10,684,032
542,569 684,662
65,157,317 105,107,718
Long Term Borrowings
Secured:
Term loans
Hire purchase and finance lease payables (Note 19)
4,332,280
549,429
4,881,709
79,976,364
645,355
80,621,719
2010
RM
Company
26,950,282
21,190,968
14,535,958
1,816,148
30,687,674
17,382,498
45,668,852
10,684,032
542,569 684,662
65,035,925 105,107,718
1,595,406
549,429
2,144,835
2009
RM
79,976,364
645,355
80,621,719
33

Company No.; 221448 A
18. BORROWINGS (Contd.)
Total Borrowings
Secured:
Bank overdrafts
Bankers' acceptance
Revolving credits
Term loans
Hire purchase and finance lease payables (Note 19)
2010
RM
Group
2009
RM
26,950,282
21,190,968
14,535,958
6,269,820
1,091,998
70,039,026
30,687,674
17,382,498
45,668,852
90,660,396
1,330,017
185,729,437
2010
RM
Company
Rim
'
26,950,282
21,190,968
30,687,674
17,382,498
14,535,958 !!' "1 :45,668,852
3,411,554 90,660;196
1,091,998 /,330,017,
67,180,760 185,729,437)
1. 1
Maturity of borrowings
(Excluding hire purchase)
Within one year
More than 1 year and less than 2 years
More than 2 years and less than 5 years
5 years or more
64,614,748
1,716,798
364,176
2,251,306
104,423,056
10,792,739
19,683,625
49,500,000
68,947,028 184,399,420
64,493,356
1,595,406
Iro
1140
104,423,056
10,792,739
19,683,625
49,500,000
66,088,762 184,399,420
• It., (.•
The weighted average effective interest rates at the balance sheet date for borrowings, excluding hire purchase and finance lease payables, are as follows:
2010
Group
2009 2010
Company
2009
Secured:
Bank overdrafts
Bankers' acceptance
Term loans
Revolving credits
7.30 - 8.05
3.30 - 5.46
7.30
3.31 - 3.94
7.00 - 7.25
2.90 - 5.00
6.00 - 8.00
5.00 - 5.20
7.30 - 8.05
3.30 - 5.46
7.30
3.31 - 3.94
7.00 - 7.25
2.90 - 5.00
6.00 - 8.00
5.00 - 5.20
The bank overdrafts, bankers' acceptance, revolving credits and term loans of the Group and the
Company arc secured by the following:
(a)
Freehold, land and buildings of the Company as disclosed in Note 4 (e);
(b) Fixed charge over certain assets of a subsidiary;
(c)
Fixed deposits of a subsidiary as disclosed in Note 13; and
(d) Joint and several guarantee by the directors,
Based on the interest rate currently available to the Group and the Company with similar terms and average maturities, the fair value of the borrowings approximate their carrying value.
34

Company No.: 221448 A
19. HIRE PURCHASE AND FINANCE LEASE PAYABLES
Minimum lease payments:
Not later than one year
More than 1 year and less than
2 years
More than 2 years and less than
5 years
Less: Future finance charges
Present value of finance lease liabilities
2010
RM
Group
2009
RM
592,559
314,148
279,325
1,186,032
(94,034)
1 , 091,998
749,123
501,393
184,713
1,435,229
(105,212)
1,330,017
2.010
CdirifianY
2009
RM
592,559
314,148
RM
749,123
501,393
279,325„ ..,„ 184,713
1,186,032 1;435,229 •
(94,034) 005,212)
Analysed as:
Due within 12 months (Note 18)
Due after 12 months (Note 18)
542,569
549,429
1,091,998
684,662
645,355
1,330,017
1,091 998 111;330,017
!Y
.
: 2
542,569
•
684;662
549,429 ■
1,091,998 1,330,017
The payables bear interest at the balance sheet date from 4.56% to 8.31% pernarmum (4.30% to
7.15% in 2009).
Based on the interest rate currently available to the Company with similar terms and average maturities, the fair value of the payables approximate their carrying value.
20. DEFERRED TAX LIABILITIES
2010
RM
Group
2009
RM
4,802,072
541,043
4,502,115
299,957
2010
Company
2009
RM RM
4,782,837
485,043
4,474,985
307,852
At 1 April
Recognised in income statement (Note 23)
At 31 March 5,343,115 4,802,072 5,267,880 4,782,837
The components and movements of deferred tax liabilities during financial year are as follows:
Deferred Tax Liabilities:
Accelerated Capital Allowance
At 1 April
Recognised in income
Statement (Note 23)
At 31 March
2010
RM
4,802,072
541,043
Group
2009
RM
4,502,115
299,957
4,802,072
2010
Company
2009
RM RM
4,782,837
485,043
4,474,985
307,852
5,267,880 4,782,837 5,343,115
35

Company No.: 221448 A
21. OTHER PAYABLES AND ACCRUALS
2010
RM
Group
2009
RM
Amount due to a company which directors are also directors and / or shareholders
Amount due on purchase of property, plant and equipment
Royalty scheme
Accrued expenses
Deposits received
Amount due to franchisee
Others
46,899,115
0,656,2;39
4,179,204
1,055,973
313,506
2,708,301
7,405,802
69,218,740
2,879,015
812,545
125,056
939
4,836,906
8,654,461
2010
RM
46,868,456
6,656,839
4,179,205
765,750
270,856
2,708,301
6,004,580
67,453,987
/ j
.
1
2009
RM
;
:I.
084,9177
106;056
939
2,930,183
6,499,198
22. OTHER OPERATING EXPENSES
Advertising
Electricity and water
Inventories written off
Leasing of equipment
Packaging materials
Rental of plant and machinery
Rental of premises
Upkeep of computers equipment
Upkeep of premises
Others i !!
Group Company
2010
RM
8,202,321
22,862,859
3,126,487
4,180,288
7,882,728
1,694,261
51,400,285
3,920,393
7,624,747
2009
RM
7,658,123
16,101,366
2,594,284
3,315,934
6,295,840
1,515,943
33,977,068
3,194,761
5,101,031
2010
RM
.71 fitly:191.
RM
8,140,390 ' 7,455;044
19,839,000
2,810,909
4,180,288
7,244,350
1,462,700
47,755,622
14,177,000
2,260,922
3,315,518
5,693,512
1,371;365
31,057,505
3,883,208
7,154,550
23 043,395 26,705,522 22,557,267
133,937,764 106,459,872 125,028,284
3,120,004
4,778,605
23,147,133
96,376,608
23. INCOME TAX EXPENSE
Income tax expense on operations
Share of tax in associate
2010
RM
Group
2009
RM
15,632,201
260,328
15,892,529
2010
RM
15,734,147 15,482,110
221,539
15,955,686 15,482,110
Company
2009
RM
15,691,333
15 691,333
36

Company No.: 221448 A
23. INCOME TAX EXPENSE (Contd.)
2010
RM
Group
2009
RM
2010
RM
Company
2009
RIvl
Income Tax
Current
Over provision in prior years
Deferred Tax
Relating to origination of temporary differences (Note 20)
15,367,460
(15,974)
16,156,443
(500,714)
14,997,067 15,887,904
(504,423)
541,043 299,957 485,043 307,852
152 8 .
9122_ 15,955,686 15,482,110' 11569,11333i
Reconciliation of effective income tax expense as follows:
Profit before taxation
2010
RM
Group
2009
RM RM
Company
2010' coltm
125,214,984 51,517,030 126,925,854 '''561,§20167
Taxation at statutory tax rate of
25%
Expenses not deductible for tax
Purposes
Over provision of income tax in prior years
Deferred tax assets not recognised for the year
31,303,746
2,006,324
(15,974)
695,840
12.879.258
3,577,142
(500,714)
31.731.464
1,778,369
14.231.117
1,964;639
-1(504,423)
Utilisation of previously unrecognised deferred tax assets
Income not subject to tax
Tax expense for the year
(69,684)
(18,027,723) (18,027,723) '
15,892,529 15,955,686 15,482,110 15,691,333
24. FINANCIAL RISK MANAGEMENT POLICIES
The Company activities expose it to a variety of financial risks, including currency exchange risk, liquidity and cash flow risk, credit risk and interest rate risk which arises in the normal course of business of the Company. The Company monitors its financial position closely with an objective to minimise potential adverse effects of the financial risk on the financial performance of the
Company.
The operations of the Company are subject to the following risks: a) Currency Exchange Risk
The Company has no exposure to currency exchange risk as a result of transactions denominated in foreign currencies, arising from normal trading activities. b) Liquidity Risk
In managing liquidity risk, the Company will strive to ensure that it maintains sufficient cash resources, other liquid assets and the availability of funding through an adequate amount of committed credit facilities to meet working capital requirement.
37

Company No.: 221448 A
24. FINANCIAL RISK MANAGEMENT POLICIES (Contd.) c) Credit Risk
Credit risk arises from the possibility that a customer defaulting in payment of goods supplied.
However, this risk is minimised, since the Company mainly deals in cash term. In managing credit risk arising from the rest of the receivables, the Company assesses the financial viability of the customers and applies due credit approval, monitoring and collection processes.
The Company normal trade credit term ranges from 45 to 90 days. Ot i
?ere
credit'term's- assessed and approved on a case-by-case basis. The normal trade credit terms granted' by suppliers to the Company ranges from 7 to 90 days
.
. I '• d) Interest Rate Risk
The Company's exposure to changes in interest rates relate mainly toitS- J??rrowing with financial institutions and has minimal exposure to interest rate risk as such Xiansactions are mainly short term in nature.
:,;,
The information on maturity and e ff ective interest rate of financial liabilities
Are disclosed in their respective notes.
25. SIGNIFICANT RELATED PARTY TRANSACTIONS financial statements:
07/ 7
1010.
Rm
Company i ■
.1 inf;I
A A
2010
RM
Group
2009
RM
Paid to companies which directors are also directors and / or shareholders
Rental
Loan interest
Subsidiaries
Sales
Purchase of goods
Franchise management and royalty fee
Interest received
Rental income
Maintenance charges
Advertising and promotion charges
Associate
Sales
Purchase of goods
30,150,000 13,200,000 30,150,000 13,200,000
1,259,668 3,365,036 1,259,668 3,365,036
13,526,871
4,099,599
207,500
522,617
626,513
408,198
58,921
6,165,468
693,077
11,149,981
2,314,178
4,434,473
849,832
The directors are of the opinion that all the transactions above have been entered into in the normal course of business and have been established cm terms and conditions that are not materially different from those obtained in transactions with unrelated parties.
Lodged by: SK YONG MANAGEMENT CONSULTANCY SDN ,BHD.
Unit No: B3-10, Block B, Plaza Dwitasik,
No: 21, Jalan 5/106, Bandar Sri Permaisuri,
56000 Kuala Lumpur.
Tel : 03-9173 6412 / 6497 Fax : 03-91736495
38

ISSUER
Mydin Mohamed Holdings Bhd
(Company No. 221448-A)
Unit No. B3-10, Block B,
Plaza Dwitasik,
No. 21, Jalan 5/106, Bandar Sri Permaisuri
56000, Kuala Lumpur
AL-KAFALAH FACILITY PROVIDER
Danajamin Nasional Berhad
(Company No. 854686-K)
Level 25, The Gardens North Tower, Mid Valley City
Lingkaran Syed Putra, 59200
Kuala Lumpur Wilayah Persekutuan
THE PRINCIPAL ADVISER, LEAD MANAGER AND LEAD ARRANGER
CIMB Investment Bank Berhad
(Company No. 18417-M)
5th Floor Bangunan CIMB
Jalan Semantan
Damansara Heights
50490 Kuala Lumpur
THE FACILITY AGENT THE REPORTING ACCOUNTANT
CIMB Investment Bank Berhad
(Company No. 18417-M)
5th Floor Bangunan CIMB
Jalan Semantan
Damansara Heights
50490 Kuala Lumpur
Messrs McMillan Woods Mea
305 (Suite 2), Block E,
Phileo Damansara 1
9 Jalan 16/11, Off Jalan Damansara
46350 Petaling Jaya
Selangor
LEGAL COUNSEL TO THE PRINCIPAL ADVISER, LEAD ARRANGER AND LEAD
MANAGER
Messrs Adnan Sundra & Low
Level 11 Menara Olympia
No. 8 Jalan Raja Chulan
50200 Kuala Lumpur.