10 Jan 2019 12:33:00
Notification of the Resolution of the Board of Directors' Meeting No. 1/2019; connected transactions
Connected transaction The Board of Director's meeting of AEON Thana Sinsap (Thailand) Plc. No. 1/2019 held on January 10, 2019 had a resolution of the connected transaction as follows: Date of agreement: Company Date of agreement AEON Credit Service Systems (Philippines) Inc ("AEON Systems") Agreement period is one year from March 2019 to February 2020. Contractual parties with AEONTS and its subsidiaries companies: Company Business Relationship with AEONTS AEON Systems System Development - AEON Systems is 90% owned by AFS - AEON Systems is 3.3% owned by AEONTS *AEON Financial Service Co., Ltd. ("AFS") - Major shareholder of AEONTS, holding 35.12% of AEONTS's shares - Major shareholder of AEON Systems 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 Leasing Service (Lao) Company Limited ("ALS Lao") Retail Finance 92.58% 3). AEON Microfinance (Myanmar)Company Limited ("AMF Myanmar") Retail Finance 100% General characteristics of transactions: 1. AEONTS and its subsidiaries (ASB Cambodia, ALS Lao, AMF Myanmar) engage outsourcing service agreement in the system development and maintenance of the systems which need for each company's operation from AEON Systems with cost of totally not more than 60,560,936 baht details as follows: Unit: Baht Company Yearly Manpower Cost AEONTS 9,867,983 ASB Cambodia 31,113,367 ALS Lao 9,373,884 AMF Myanmar 10,205,702 Total 60,560,936 Value of consideration: Unit: Baht Related company name Amount AEON Systems (Manpower Cost) 60,560,936 Total 60,560,936 *Exchange rate as of 28 December 2018: 1 PHP / 0.6303 THB 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 - - AEON Systems 300 Million Peso/ 3,000,000 shares Mr. Junichi Iwakami2 1 share - Note: 1Mr. Hideki Wakabayashi is the Chairman of the Board of Directors of AEONTS and the Director of AFS 2Mr. Junichi Iwakami is the Senior Executive Vice President of AEONTS and the Non-Executive Director of AEON Systems The measurement of total transactions By measurement in percentage of the Company Net Tangible Assets (NTA), total transaction is 60.6 million baht or 0.36% 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. 7/2018 held on July 11, 2018, approved management support agreement in terms of business management and operation by AEON Financial Service, in amounting to 95.7 million baht or 0.59% of the company NTA. - Board of Director's meeting No. 10/2018 held on October 5, 2018, approved Annual System Fee for the ACE Plus System to AEON Systems in amounting to 2,307,786 baht and approved that ASB Cambodia pay the system development fee for 3D-Secure and payWave to AEON Systems in amounting to 2,712,123 baht and also approved to waived the right to subscribe the increasing shares of PT AEON Credit Service Indonesia totally amount to 11,875,758 baht. Total transection is 16.9 million baht or 0.10% of the Company NTA. Therefore, the total connected transaction approved by the Board of Directors' meeting in the last six months period including this time was 173.2 million baht or 1.05% 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 purpose of transactions is supporting normal business transaction of the Company with fair and reasonable transactions. The Audit Committee has additional opinion as follow; 1. The Company should allocate the budget on new system investment, license fee and maintenance fee clearly in each year. 2. The Company should follow up the overseas investment in system development to be maximum efficiency. Opinion of the Board of Director: The Board of Directors has considered the agreement and has opinion that the transaction is necessary and reasonable. ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.