News Detail

Date/Time
11 Jul 2018 12:32:00
Headline
Notification of the Resolution of the Board of Directors' Meeting No. 7/2018: Connected Transaction
Symbol
AEONTS
Source
AEONTS
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                Connected transaction

Connected transactions
The Board of Director's meeting of AEON Thana Sinsap (Thailand) PLC. No.7/2018 
held on July 11, 2018   had a resolution of the connected transaction as
follows:

Date of agreement:
Company    Date of agreement
AEON Financial Service Co., Ltd. ("AFS")    Within March 31, 2019
Agreement period is one year from April 2018 to March 2019

Contractual parties with AEONTS and its subsidiaries companies:

Company    Business    Relationship with AEONTS
AFS    Finance    -Major shareholder of AEONTS, holding 35.12% of AEONTS' s shares

AEONTS' s subsidiaries:

Company    Business    % of shares held by AEONTS
1).    AEON Specialized bank (Cambodia) Private Company Limited     ("ASB 
Cambodia")    Retail Finance    50%
2).    AEON Insurance Service (Thailand) Company Limited ("AIS")    Non-life and Life 
Insurance Broker    100%
3).    ACS Servicing (Thailand) Company Limited ("ACSS")    Collection Service    100%
4.)    AEON Microfinance (Myanmar) Company Limited ("AMF Myanmar")    Retail Finance 
    100%

General characteristics of transactions:
AFS provides the business administration and support to the oversea subsidiaries
in order to grow and develop AFS subsidiaries' business. AEONTS and its
subsidiaries enter into "Business Administration Agreement" and pays management
fee to AFS.




Value of consideration:

Related company name    Amount (THB)
AEONTS    81,683,711.81
ACSS    3,662,732.74
AIS    3,120,510.91
ASB Cambodia    4,174,257.02
AMF Myanmar    3,041,487.55
Total    95,682,700.03


This amount was calculated based on the cost (labor cost, administration cost, 
equipment cost etc.) of AFS who works for subsidiaries including overseas
business, and the cost is allocated to the subsidiaries of AFS group.

Name, position and shareholding proportion of the connected persons
Related company name    Paid Up Capital
No. of shares    Name of
connected persons    Share (s) in related company    % of share in AEONTS
AFS    45,698,196,100 JPY/
225,510,128 shares    Mr. Hideki Wakabayashi1    -    -
Note: 1Mr. Hideki Wakabayashi is the Chairman of the Board of Directors of 
AEONTS and the Senior Managing Director of AFS


The measurement of total transactions
By measurement in percentage of the Company Net Tangible Assets (NTA), total 
transaction is 95.68 million baht or 0.59% which more than 0.03% but less than
3% of NTA of the Company. So this transaction is the connected transaction
pursuant to the Notifications which shall be approved by Audit Committee and
Board of Director as well as disclose to the Stock Exchange of Thailand.

In addition, the Company approved the connected transaction within the last six 
months as follows:

-    Board of Director's meeting No. 2/2018 held on February 6, 2018, approved to 
waiving the right to subscribe the increasing shares of ASB Cambodia totally
amount to USD 6 million or approximately 189.2 million baht or 1.32% of the
Company's NTA.
-    Board of Director's meeting No. 3/2018 held on March 20, 2018, approved the 
transaction with ACS Capital Corporation Limited for supporting on the business
operation and system support in total amount of 12 million baht or 0.09% of NTA
of the Company and approved engage service agreement with SIGMAXYZ Inc. (which
is not related person of the company) in the New Collection system development,
which SIGMAXYZ shall co-ordinate with AEON Systems in the amount of 52.2 million
 baht or 0.36% of the Company's NTA.
-    Board of Director's meeting No. 5/2018 held on May 22, 2018, approved the 
transaction with AEON Credit Service Systems (Philippines) Inc, which AEON
Systems provides outsourcing service in the system development to ASB Cambodia
in total amount of 9.3 million baht or 0.06% of the Company's NTA.


Therefore, the total connected transaction approved by the Board of Directors' 
meeting in the last six months period including this time was 358.44 million
baht or 2.42% which more than 0.03% of the Company NTA but less than 3% of NTA
of the Company.

Opinion of the Audit Committee:
The Audit Committee has considered the transaction and has opinion that the 
management fee is reasonable and be proposed to the Board of Directors for
further approval.


Opinion of the Board of Director:
The Board of Directors has considered the transaction and has opinion that the 
management fee is necessary and reasonable.
______________________________________________________________________
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