Deloitte (Cambodia) Co., Ltd.

Vattanac Capital Tower,

Floor 8, Unit 8,
#66 Preah Monivong Blvd,
Khan Duan Penh,
Phnom Penh, Cambodia

Tel: +855 23 963 777

Fax: +855 23 963 778
www.deloitte.com/kh

Date: 14 November 2018

AEON Mall Investment (Cambodia) Co., Ltd.

#132, Street Sothearos, Sangkat Tonle Bassac
Khan Chamkamon, Phnom Penh, Cambodia

Attention: Mr. Nakagawa Tetsuyuki

Managing Director

Dear Sirs,

You have requested that we audit the financial statements of AEON Mall Investment
(Cambodia) Co., Ltd. (the “Company”) which comprise the statement of financial position of
the Company as at 31 December 2018, the related statement of comprehensive income,
statement of changes in equity and statement of cash flow for the year ending 31 December
2018 and a summary of significant accounting policies and other explanatory notes. Our audit
will be conducted in our capacity as statutory auditors of the Company pursuant to the
requirements set out in the Law on Accounting and Auditing (“the Act”). We are pleased to
confirm our acceptance and our understanding of this engagement by means and on the terms
of this letter. Our audit will be made with the objective of us expressing an opinion on the
financial statements.

Our Service Team

Khoy Kimleng will be responsible for all services we perform for you and will be assisted by
Purnomo Arief Paulus who will be managing the audit assignment in the performance of the
services. We reserve the rights to make changes to the team composition as required.

We are committed to ensuring that we deliver high quality service. If at any time you would
like to discuss with us how our service to you could be improved or if you are unsatisfied with
the services you are receiving, please contact us. Your primary contact is Khoy Kimleng at
the above address or, if you would prefer to deal with someone else, contact Barmaky Shariq,
shbarmaky@deloitte.com, who is our South East Asia Regional Managing Partner for Audit.
We shall carefully consider any matters that are brought to our attention in a timely manner
and contact you to discuss and resolve the matter.

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member
firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal
structure of Deloitte Touche Tohmatsu Limited and its member firms.
AEON Mall Investment (Cambodia) Co., Ltd.
Engagement Letter for Audit Service
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Audit of Financial Statements

We will conduct our audit in accordance with Cambodian International Standards on

Auditing (“CISA”). Those standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements.

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 the risks of material misstatement of the financial statements,
whether due to fraud or error.

In making those risk 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. We obtain an
understanding of the Company’s internal control sufficient to plan and to determine the
nature, timing and extent of audit procedures to be performed. An audit is not designed
to provide assurance on internal control or to identify reportable conditions.

An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the
financial statements.

Because of the test nature and other inherent limitations of an audit, together with the
inherent limitations of any accounting and internal control system, there is an unavoidable
risk that some material misstatements may not be detected, even though the audit is
properly planned and performed in accordance with CISA. Additionally, because of the
characteristics of irregularities, particularly those involving forgery and collusion, a properly
designed and executed audit may not detect such items.

The objective of our audit is the expression of an opinion on the truth and fairness of the
Company’s financial statements in conformity with Cambodian International Financial
Reporting Standards for Small and Medium-sized Entities (CIFRS for SMEs), in all material
respects. Our ability to express an opinion, and the wording of our opinion, will, of course,
be dependent on the facts and circumstances at the date of our report. If, for any reason,
we are unable to complete the audit or are unable to form or have not formed an opinion,
we may decline to express an opinion or decline to issue a report as a result of this
engagement. If we are unable to complete our audit or if our auditors’ report requires
modification, the reasons thereof will be discussed with the Company’s management.

In addition, during the course of our audit, if we come across matters which we believe
warrant attention by the Company's board of directors, such as significant deficiencies in
internal control relevant to the audit of the financial statements; we will report our
observations in a separate communication.

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Management's Responsibility for the Financial Statements

Our audit will be conducted on the basis that management acknowledge and understand
that they have responsibility:

a) for the preparation of financial statements that give a true and fair view in
accordance with the CIFRS for SMEs;

b) for devising and maintaining a system of internal accounting controls sufficient to

provide a reasonable assurance that assets are safeguarded against loss from
unauthorised use or disposition; and transactions are properly authorised and that
they are recorded as necessary to permit the preparation of true and fair financial
statements and to maintain accountability of assets; and

c) to provide us with:

(i) access to all information of which management is aware that is relevant to

the preparation of the financial statements such as records, documentation
and other matters;
(ii) additional information that we may request from management for the
purpose of the audit; and
(iii) unrestricted access to persons within the entity from whom we determine it
necessary to obtain audit evidence.

In addition to the responsibilities mentioned in the preceding paragraphs, the management

of the Company is responsible for ensuring that the draft financial statements and any
accompanying other information are made available to us in time to allow us to complete
the audit in accordance with the proposed timetable, adjusting the financial statements to
correct material misstatements, ensuring that the Company’s operations are conducted in
accordance with laws and regulations, the development of policies and procedures to
prevent and detect non-compliance, the overall accuracy of the financial statements and
their conformity with the CIFRS for SMEs and for making all financial records and related
information available to us for our audit. The management of the Company is also
responsible for informing us of facts that may affect the financial statements, of which
management may become aware during the period from the date of the auditor’s report to
the date the financial statements are issued.

We will make specific inquiries of the Company’s management about the representations
embodied in the financial statements. As part of our audit process, we will require
management’s written confirmation concerning representations made to us in connection
with the audit, acknowledging management’s responsibility for the preparation of the
financial statements and affirming management’s belief that the effects of any uncorrected
financial statement misstatements aggregated by us during the current audit engagement
and pertaining to the latest period presented are immaterial, both individually and in the
aggregate, to the financial statements as a whole.

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Independence Matters Relating to Financial Interests and Providing Certain

Services

In connection with our engagement, Deloitte (Cambodia) Co., Ltd., management and the
Audit Committee of the Company will assume certain roles and responsibilities in an effort
to assist Deloitte (Cambodia) Co., Ltd. in maintaining independence and ensuring
compliance with the relevant laws and regulations. Deloitte (Cambodia) Co., Ltd. will
communicate to its partners, principals, and employees that the Company is an audit
company. Management of the Company will ensure that the Company, together with other
entities that comprise the Company for purposes of its financial statements, has policies
and procedures in place for the purpose of ensuring that neither the Company nor any such
entity will act to engage Deloitte (Cambodia) Co., Ltd. or its affiliates, or accept from
Deloitte (Cambodia) Co., Ltd or its affiliates any service that would impair Deloitte
(Cambodia) Co., Ltd.’s independence. All potential services are to be discussed with
Partner. In addition, management of the Company shall immediately inform the Audit
Committee of any breaches or potential breaches of independence that may affect the
service under this engagement and ensure that any approvals required from the Audit
Committee for the provision of other services by Deloitte (Cambodia) Co., Ltd. in
compliance with independence requirements are obtained prior to our commencement of
any such service.

Confidentiality

In accordance with the requirements of the IFAC Code of Professional Conduct and Ethics,
we will respect the confidentiality of information acquired in the course of our audit and
will not disclose any such information, other than information that is in the public domain,
to a third party without your consent except in response to requests under any law, rule
or requirement of any regulatory authority with which we are bound to comply.

It is hereby expressly agreed between us that communication or disclosure of any

information relating to or as a result of the engagement, whether directly or indirectly, to
any personnel of Deloitte (Cambodia) Co., Ltd. or other Deloitte Entity (as defined below)
who are responsible for any ethics or compliance or risk or disciplinary management
function, and their legal advisers, shall not constitute a breach of confidentiality, regardless
of any undertakings as to who and how such information may be communicated or
disclosed.

It is further agreed between us that we may engage the services of experts (which include
affiliates of Deloitte (Cambodia) Co., Ltd. to obtain sufficient appropriate audit evidence for
the services under this agreement, and any communication or disclosure of any information
relating to or as a result of the engagement, whether directly or indirectly, to such experts,
shall not constitute a breach of confidentiality, to the extent that such communication or
disclosure is considered in good faith to be required for such experts to carry out the said
services.

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Data Protection

Each party shall comply with its respective obligations under all applicable data protection
laws and regulations to the extent in connection with this engagement and the services
when it collects, accesses, stores, processes, uses and/or transfers any data (including but
not limited to, any confidential information or personal data) to which data protection laws
apply.

Unless prohibited by applicable laws, the Company agrees that Deloitte (Cambodia) Co.,
Ltd. may use third parties (including other Deloitte Entities), wherever located, to store
and process any information received by the Company or its agents; provided that such
third parties are bound by confidentiality obligations similar to those contained in this
agreement.

The Company confirms that it has obtained all legally required authorizations to transfer
any Personal Data to other Deloitte Entities or third party data processor.

Software Tools

In connection with it providing services under this engagement, Deloitte (Cambodia) Co.,
Ltd. may use data analytics technology which will require it to install and use one or more
data extraction tools (“Extractors”) on the Company’s computing systems. The Company
hereby consents to the installation and use of such Extractors on its systems, and Deloitte
(Cambodia) Co., Ltd. hereby grants the Company a limited, revocable, non-exclusive, non-
assignable, non-sublicensable right to install and use those Extractors solely in connection
with Deloitte (Cambodia) Co., Ltd.’s performance of services.

The Company agrees that installation of the Extractors on its computing systems will be
appropriately authorised by the Company, and will comply with all of its policies,
procedures, and processes related to installing and using third party software. Deloitte
(Cambodia) Co., Ltd. recommends that the Company performs adequate security and other
appropriate testing on the Extractors before installation.

The Extractors are protected by copyright and other laws of various countries, and Deloitte
(Cambodia) Co., Ltd. and its licensors reserve all rights not expressly granted in this
engagement. The Company is not allowed to reverse engineer, disassemble, decompile, or
otherwise attempt to derive the Extractors’ source code, nor assist, directly or indirectly,
in any efforts to do so, nor adapt, modify or create derivative works based on the
Extractors.

The licence granted above will terminate when Deloitte (Cambodia) Co., Ltd. stops
performing services under this engagement letter, unless Deloitte (Cambodia) Co., Ltd.
terminates it earlier by sending the Company a written termination notice. When the licence
terminates, the Company must stop using the Extractors and delete any and all Extractors
from the Company’s computing systems, unless Deloitte (Cambodia) Co., Ltd. and the
Company have entered into a subsequent agreement that allows for the Company’s
continued use of the Extractors.

Although Deloitte (Cambodia) Co., Ltd. takes commercially reasonable steps to make the
Extractors useful and secure, Deloitte (Cambodia) Co., Ltd. does not have any obligation
to ensure they are so, or to maintain, update, upgrade or otherwise modify or support the
Extractors.

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AEON Mall Investment (Cambodia) Co., Ltd.
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Marketing and Use of Name

Neither Deloitte (Cambodia) Co., Ltd. nor the Company are given authority to use the
other’s trademarks, service marks, logos, and/or branding in external publicity material
without such other party’s prior written consent. However, Deloitte (Cambodia) Co., Ltd.
may refer to the names of the Company and the performance of the services in: (a)
marketing and publicity materials as an indication of its experience; and (b) internal data
systems.

Compliance with Code of Ethics

The Code of Ethics for Professional Accountants (“the Code”) issued by the International
Ethics Standards Board for Accountants (“IESBA”) requires that we inform Those Charged
with Governance whenever a breach of a provision in the Code is identified.

The communication to Those Charged with Governance for significant breaches shall take
place as soon as possible upon identification by us and, unless Those Charged with
Governance has specified otherwise, communication for insignificant breaches shall be
made to Those Charged with Governance on an annual basis.

Restrictions on Audit Report

Our audit report on the financial statements is prepared for the purpose of fulfilling our
duties as statutory auditors of the Company and for no other purpose. Our audit report
should not be referred to in any document or distributed to any other party without our
prior written consent.

If the Company intends to publish, or otherwise reproduce in any document, our report on
the Company’s financial statements, or otherwise make reference to Deloitte (Cambodia)
Co., Ltd. in a document that contains other information in addition to the audited financial
statements (e.g., in a periodic filing with a regulator, in a debt or equity offering circular,
or in a private placement memorandum), thereby associating Deloitte (Cambodia) Co., Ltd.
with such document, the Company agrees that its management will provide us with a draft
of the document to read and obtain our written approval for the inclusion or incorporation
by reference of our report, or the reference to Deloitte (Cambodia) Co., Ltd., in such
document before the document is printed and distributed. The Company also agrees that
its management will notify us and obtain our written approval prior to including our report
on an electronic site.

Our engagement to perform the services described above does not constitute our
agreement to be associated with any such documents published or reproduced by or on
behalf of the Company. Any request by the Company to reissue our report, to consent to
its inclusion or incorporation by reference in an offering or other document, or to agree to
its inclusion on an electronic site, will be considered based on the facts and circumstances
existing at the time of such request. The estimated fees outlined herein do not include any
work that would need to be performed by us in connection with any such request; fees for
such services, and their scope, would be subject to our mutual agreement at such time
and would be described in a separate engagement letter.

We look forward to full co-operation from your staff and we trust that they will make
available to us whatever records, documentation and other information that is requested
in connection with our audit. Assistance to be supplied by the Company’s personnel,
including preparation of schedules and analyses of accounts, is described in a separate
attachment. Timely completion of the Company’s work will facilitate the completion of our
audit by the targeted completion dates. We will notify you promptly of any circumstances
we encounter that could significantly change the targeted completion dates.

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AEON Mall Investment (Cambodia) Co., Ltd.
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Fees

Our fees, which will be billed as work progresses, are based on the time required by the
individuals assigned to the engagement plus expenses. Individual hourly rates vary
according to the degree of responsibility involved and the experience and skill required.
Expenses include allocation of office and administrative expenses, such as, among others,
computer usage, postage, telephone, faxes, local travel to and from our office to the
Company’s premise at the rate of USD0.8 per kilometer during the conduct of the audit
field work and/or actual taxi fares and routine photocopying, and will also include other
specific additional expenses as incurred. Such specific additional expenses will be stated
separately on the invoices. Value Added Tax (VAT) at 10% will also be charged on fees and
expenses in accordance with relevant local legislation.

We estimate that our fees, excluding VAT and expenses, for the audit of the financial
statements of AEON Mall Investment (Cambodia) Co., Ltd. will be USD 7,000 (United States
dollar seven thousand).

Billing
On commencement of interim audit fieldwork 50%
On issuance of draft audit report 50%

In compliance with the Act, the financial statements shall be prepared in Khmer. The
additional expense will be charged with regard to audited financial statements in Khmer as
follows:

• US$10 per page for a review of Khmer translation; or

• US$20 per page for issuance of audit report in Khmer.

Invoices will be sent according to the above schedule, and payments are due not more
than 30 days from the date of the invoice.

The above estimate is based on the understanding that the Company will prepare the draft
financial statements, the books and records of the Company are well maintained and your
personnel will provide adequate assistance to us throughout our audit. It is also predicated
on the timely completion and receipt of the information and schedules required for the
financial statements, which sets out the information we require to undertake our work and
a timetable for its delivery. We shall provide you with the information and schedules
required for the financial statements prior to commencement of our fieldwork.

We will notify you promptly of any circumstances we encounter that could significantly
affect our estimate and discuss with you any additional fees, as necessary. Additional
services provided beyond the described scope of services will be billed separately.

Other Terms and Conditions

1. Except as expressly provided in this agreement, no person other than a party to this
agreement may enforce any of the terms herein. Notwithstanding any benefits or
rights conferred by this agreement on any third party, the parties to this agreement
may agree to vary or rescind this agreement without any third party’s consent.

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AEON Mall Investment (Cambodia) Co., Ltd.
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2. Limitation of Liability and Indemnity

(a) The Company agrees that Deloitte (Cambodia) Co., Ltd., its partners, principals
and employees shall not be liable to the Company for any actions, losses
damages, claims, liabilities costs or expenses in any way arising out of or relating
to services provided under this agreement (whether in breach of contract,
statute, tort or otherwise) for an aggregate amount in excess of one time the
fees paid by the Company to Deloitte (Cambodia) Co., Ltd. for the services
performed pursuant to this agreement, except for matters that are finally
judicially determined to be caused by Deloitte (Cambodia) Co., Ltd.’s intentional
misconduct.

(b) In no event shall Deloitte (Cambodia) Co., Ltd., its directors, partners, principals
and employees be liable for 1) direct losses in the nature of damages for harm
to business, lost revenues, lost profits or opportunity costs; and/or 2)
consequential, special, indirect, incidental, punitive or exemplary loss, damage,
cost, or expenses (including without limitation, lost profits and opportunity costs)
relating to the engagement under this agreement.

(c) In circumstances where all or any portion of the provisions of this Section 8 are
finally judicially determined to be unenforceable, the aggregate liability of
Deloitte (Cambodia) Co., Ltd. and any other Deloitte Entities or its affiliate for
any claim shall not exceed an amount which is proportional to the relative fault
that their conduct bears to all other conduct giving rise to such Claim and subject
to the amount stated in paragraph (a) above.

(d) If the liability exclusion for Deloitte Entities, its affiliates and Subcontractors
provided herein is for any reason not effective, then the limitations on liability
provided for in this Section shall apply to Deloitte Entities, its affiliates and
Subcontractors as if they were named therein.

(e) The provisions of this Section shall not apply to any liability which by the
governing law of this Contract is unlawful to limit or exclude. The limitation of
liability provisions shall survive the completion or termination of the engagement.

3. Limitation of Action

No action, regardless of form, relating to this agreement or the Services, may be

brought by either party more than two years after the cause of action has accrued
under applicable law.

4. Indemnity

The Company shall indemnify and hold harmless Deloitte (Cambodia) Co., Ltd. and
any other Deloitte Entities and its affiliate from all third party claims arising from the
provision of the Service herein, except to the extent finally judicially determined to
have resulted primarily from the fraud of Deloitte (Cambodia) Co., Ltd. or any other
Deloitte Entities or its affiliate.

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5. Deloitte (Cambodia) Co., Ltd. is the Cambodian affiliate of a member firm of the
Deloitte Network namely Deloitte South East Asia Ltd (“DSEA”). The “Deloitte
Network” is an association of firms that are members of Deloitte Touche Tohmatsu
Limited, a UK private company limited by guarantee (“DTTL”). Neither DTTL nor any
of its affiliates, nor any member firm of DTTL or any of their affiliated entities has,
except as expressly provided herein, any liability for each other’s debts, obligations,
acts or omissions. Each member firm of DTTL and each of its affiliates is a separate
and independent legal entity operating under the names “Deloitte”, “Deloitte &
Touche”, “Deloitte Touche Tohmatsu” or other related names; and services are
provided by member firms or their subsidiaries or affiliates and not by DTTL.

6. This engagement letter is between you and Deloitte (Cambodia) Co., Ltd. only. In
the course of providing the services Deloitte (Cambodia) Co., Ltd., at its discretion,
draw on the resources of other DTTL member firms, partnerships, companies or their
subsidiaries and affiliates including those of other affiliates of DSEA (“Deloitte
Entities”). Any partner, director or employee of any other Deloitte Entities who deal
with you in connection with our services does so on behalf of Deloitte (Cambodia)
Co., Ltd. alone. Deloitte (Cambodia) Co., Ltd. accepts responsibility for the actions
of any partner, director or employee of any other Deloitte Entities assisting in the
provision of our services as set out in this letter.

The provisions of the two immediate preceding paragraphs have been stipulated by
Deloitte (Cambodia) Co., Ltd. expressly for the benefit of other Deloitte Entities, their
partners, directors and employees (together “the Beneficiaries”). You agree that
each of the Beneficiaries shall have the right to rely on the aforementioned
paragraphs as if they were parties to this engagement letter. Each of the other
Deloitte Entities which may agree to assist in the provision of our services does so in
reliance on the protections afforded to it by the aforementioned paragraphs, the
benefit of which we formally accept on their behalf.

7. We reserve the right to resign from this engagement as statutory auditors of the
Company by giving you reasonable notice (taking account the nature and
circumstances of the matters) in writing if there arise any circumstances, which in
our opinion and in accordance with our professional ethical standards or other
professional duties and responsibilities, applicable laws, regulations, or other
requirements as imposed by professional bodies, makes it inadvisable or
inappropriate for us to continue in our role as defined above. You agree, upon receipt
of our notice of resignation to call, as soon as practicable, a general meeting of the
Company for the purpose of appointing another auditor as statutory auditors of the
Company.

Should an event requiring the termination of or resignation from this audit

engagement arise, you agree that we shall be entitled to a reasonable fee according
to our contribution and involvement in this engagement up to the cessation of our
services in accordance with this engagement letter. We accept no liability whatsoever
in relation to such termination or resignation from this audit engagement which may
arise as a result of our exit from this audit engagement in accordance with this clause
unless such termination or resignation arises from or is in connection with any fraud,
bad faith or intentional misconduct on our part.

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This letter is effective from the date of the commencement of the services or the signing
date, whichever is earlier and the letter will be effective for statutory audits of future
financial years unless it is terminated, amended or superseded.

This letter agreement shall be governed by and construed in accordance with Cambodian
law and the parties agree to submit to the exclusive jurisdiction of the Cambodian courts.

Please sign and return to us the duplicate of this letter to indicate that it is in accordance
with your understanding of the arrangements for our audit of the financial statements.

Yours faithfully

For and on behalf of

Deloitte (Cambodia) Co., Ltd.
by its duly authorised representative

___________________
Khoy Kimleng

Acceptance

I/We have read the above engagement letter and accept the terms and conditions set out
therein and confirm that I am/we are authorised to sign for and on behalf of AEON Mall
Investment (Cambodia) Co., Ltd.

Signed:

Name:

Title:

Date:

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