News Detail

Date/Time
10 Jan 2019 12:33:00
Headline
Notification of the Resolution of the Board of Directors' Meeting No. 1/2019; connected transactions
Symbol
AEONTS
Source
AEONTS
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                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.
______________________________________________________________________
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