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AEON CREDIT SERVICE (M) BERHAD Proxy Solicitation & Information Statement 2026
70213_rns_2026-05-21_b9a79ffe-16a0-45ab-bae0-cc0ab1f5efdd.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately.
Bursa Malaysia Securities Berhad ("Bursa Securities") has not perused the contents of this Circular prior to issuance as the Company has been selected by Bursa Securities as one of the eligible listed issuers under the Green Lane Policy, which entitles certain privileges including exemption of the need for pre-vetting of this Circular.
Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
AEON CREDIT SERVICE (M) BERHAD
[Registration No. 199601040414 (412767-V)]
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
AND
PROPOSED NEW SHAREHOLDERS' MANDATE FOR ADDITIONAL RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
The resolutions in respect of the above proposal will be tabled as Special Business at the Twenty-Ninth ("29th") Annual General Meeting ("AGM") of the AEON Credit Service (M) Berhad ("the Company") which will be held at the Grand Ballroom, Level 2, InterContinental Kuala Lumpur, 165, Jalan Ampang, 50450 Kuala Lumpur, Malaysia ("Main Venue") and virtually by way of electronic means via Boardroom Smart Investor Portal ("BSIP") at https://investor.boardroomlimited.com with Remote Participation and Electronic Voting ("RPEV") ("Online Platform") on Tuesday, 23 June 2026 at 10.00 a.m. or any adjournment thereof. Notice of the AGM together with the Proxy Form are enclosed in the Integrated Annual Report 2026 of the Company which are available for download on our Company's website at www.aeoncredit.com.my.
If you decide to appoint a proxy(ies) to participate and vote on your behalf at the 29th AGM, please complete and lodge the Proxy Form in accordance with the instructions thereon as soon as possible to the Company's Share Registrar's office at, Boardroom Share Registrars Sdn Bhd at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia or email to [email protected] not less than forty-eight (48) hours before the time and date indicated below or at any adjournment thereof. The lodging of the Proxy Form will not preclude you from participating and voting at the 29th AGM should you subsequently wish to do so.
Last date and time for lodging the Proxy Form : Sunday, 21 June 2026 at 10.00 a.m.
Date and time of the AGM : Tuesday, 23 June 2026 at 10.00 a.m.
This Circular is dated 22 May 2026
.
DEFINITIONS
In this Circular and the accompanying Appendix, the following words and abbreviations shall have the following meanings unless the context requires otherwise:
ACSM or the Company : AEON Credit Service (M) Berhad
ABK : AEON Bank (M) Berhad [Registration No. 202201026163 (1471860-K)], an associate of ACSM
ACSM Group or the : ACSM and its subsidiaries
Group
Act : Companies Act 2016, as amended from time to time and any re-enactment thereof
AFSJ : AEON Financial Service Co., Ltd., a company incorporated in Japan, the immediate holding company of ACSM
AGM : Annual General Meeting
AIBM : AEON Insurance Brokers (M) Sdn. Bhd. [Registration no. 198201005186 (84938-X)], a wholly-owned subsidiary of ACSM
AEON360 : AEON360 Sdn. Bhd. [Registration no. 202501043624 (1645032-M)], a subsidiary of ACSM
Board : Board of Directors of ACSM
Bursa Securities : Bursa Malaysia Securities Berhad [Registration No. 200301033577 (635998-W)]
Circular : This circular to the shareholders of ACSM dated 22 May 2026
Director(s) : As defined under Section 2(1) of the Capital Markets and Services Act 2007 and includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a director of ACSM (or any other company which is its subsidiaries or holding company) or a chief executive of ACSM (or its subsidiaries or holding company)
Listing Requirements : Main Market Listing Requirements of Bursa Securities, as may be amended from time to time and any re-enactment thereof
Major Shareholder(s) : A person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, has an interest or interests in one (1) or more voting shares in the Company (or any other corporation which is its subsidiaries or holding company) and the number or the aggregate of the total number of those voting shares, is:
(a) 10% or more of the total number of voting shares in the Company; or
DEFINITIONS (Cont'd)
(b) 5% or more of the total number of the voting shares in the Company where such person is the largest shareholder of the Company.
For the purpose of this definition, “interest in shares” has the meaning given in Section 8 of the Act.
Person(s) Connected : Shall have the same meaning as in Chapter 1.01 of the Listing Requirements
Proposal : Proposed Renewal of Existing Shareholders’ Mandate and Proposed New Shareholders’ Mandate
Proposed Renewal of Existing Shareholders’ Mandate : Proposed renewal of existing shareholders’ mandate for recurrent related party transactions of a revenue or trading nature
Proposed New Shareholders’ Mandate : Proposed new shareholders’ mandate for additional recurrent related party transactions of a revenue or trading nature
Related Party or Related Parties : Director(s), Major Shareholder(s) or Person(s) connected with such Director(s) or Major Shareholder(s), who are interested in the RRPT as set out in Section 2.2 of the Circular
RRPT : Recurrent related party transactions of a revenue or trading nature of ACSM and which are in the ordinary course of business of ACSM
RM and sen : Ringgit Malaysia and sen, respectively, being the lawful currency of Malaysia
All reference to “we”, “us”, “our” and “ourselves” are to our Company. All references to “you” in this Circular are to the shareholders of our Company.
Unless specifically referred to, words denoting the singular shall, where applicable, include the plural and vice versa and words denoting the masculine gender shall, where applicable, include the feminine and/or neuter genders and vice versa. Reference to persons shall include corporations and individuals, unless otherwise specified.
Any reference to any legislation or guideline in this Circular is a reference to that legislation or guidelines as amended from time to time.
Any reference to the time of day in this Circular is a reference to Malaysian time, unless otherwise stated.
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PAGE INDEX
CIRCULAR TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE AND PROPOSED NEW SHAREHOLDERS' MANDATE
Page
- INTRODUCTION 5-6
- DETAILS OF THE PROPOSAL
2.1 Background 6
2.2 Classes of related parties and nature of the RRPT for the Proposal 6-15
2.3 Details of the Related Parties 16
2.4 Rationale 17
2.5 Amount due and owing by the Related Parties 17
2.6 Benefits of the RRPT 17
2.7 Methods or procedures of determining the terms of RRPT and review procedures 17-18
2.8 Validity period and disclosure of the Proposal 19
2.9 Statement by the Audit Committee 19 - FINANCIAL EFFECTS OF PROPOSAL 19
- APPROVALS REQUIRED 19
- INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED 20-21
- DIRECTORS' RECOMMENDATION 21
- AGM 22
- FURTHER INFORMATION 22
APPENDICES
APPENDIX I- FURTHER INFORMATION 23-24
APPENDIX II- EXTRACT OF THE NOTICE OF THE 29TH AGM 25-26
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AeON CREDIT SERVICE
AEON CREDIT SERVICE (M) BERHAD
[Registration No. 199601040414 (412767-V)]
(Incorporated in Malaysia)
Registered Office
12th Floor, Menara Symphony
No. 5, Jalan Prof. Khoo Kay Kim
Seksyen 13, 46200 Petaling Jaya
Selangor Darul Ehsan
22 May 2026
Board of Directors
Ng Eng Kiat (Chairman/Non-Independent Non-Executive Director)
Daisuke Maeda (Managing Director and Chief Executive Officer)
S Sunthara Moorthy A/L S Subramaniam (Independent Non-Executive Director)
Datuk Adinan bin Maning (Senior Independent Non-Executive Director)
Chin Pik Yuen (Independent Non-Executive Director)
Farah Suhanah binti Ahmad Sarji (Independent Non-Executive Director)
Wan Chee Keong (Independent Non-Executive Director)
Shareen Shariza binti Abdul Ghani (Independent Non-Executive Director)
Tsutomu Omodera (Non-Independent Non-Executive Director)
Tsugutoshi Seko (Non-Independent Non-Executive Director)
Lee Tyan Jen (Executive Director and Deputy Chief Executive Officer)
To: Our Shareholders
Dear Sir/Madam,
PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE AND PROPOSED NEW SHAREHOLDERS' MANDATE
1. INTRODUCTION
The Company had on 25 June 2025 obtained the approval from our shareholders to enter into RRPT with Related Parties that are necessary for the day-to-day operations in the ordinary course of business carried out on normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders.
The said renewal of existing and new shareholders' mandates for RRPT shall, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming AGM, scheduled for 23 June 2026 unless authority for its renewal is obtained from our shareholders at the said AGM.
In connection thereto, on 30 April 2026, the Company had announced to Bursa Securities that the Board intends to seek our shareholders' approval for the Proposal in accordance with Paragraph 10.09 of the Listing Requirements.
The purpose of this Circular is to provide you with details of the Proposal, to set out the recommendation of the Board and to seek your approval for the ordinary resolution to be tabled at the forthcoming AGM, the notice of which is set out in the Integrated Annual Report 2026 of the Company.
6
- INTRODUCTION (Cont'd)
You are advised to read and consider carefully the contents of this Circular before voting on the ordinary resolution to give effect to the Proposal at the forthcoming AGM.
- DETAILS OF THE PROPOSAL
2.1 BACKGROUND
ACSM is principally engaged in the provision of easy payment schemes, personal financing schemes, issuance of payment cards under the international brand names of Visa and MasterCard, and money lending service. The personal financing schemes and certain easy payment schemes are based on Islamic principles.
The principal activities of the subsidiary companies are as follows:
| Name of company | Effective equity interest (%) | Principal activities |
|---|---|---|
| AEON Insurance Brokers (M) Sdn. Bhd. | 100 | Insurance broker |
| AEON360 Sdn. Bhd. | 51 | Membership and loyalty programme management, provision of data processing and analytics services, technology-driven platforms and advertising and e-commerce enablement services |
The principal place of business of ACSM is located at Level 18, UOA Corporate Tower, Avenue 10, The Vertical, Bangsar South City, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan, Malaysia.
It is anticipated that ACSM Group would, in the ordinary course of its business, enter into the RRPT which are necessary for its day-to-day operations with the classes of Related Parties which are disclosed in Section 2.2 of this Circular. It is likely that such transactions will occur with some degree of frequency and could arise at any time.
2.2 CLASSES OF RELATED PARTIES AND NATURE OF THE RRPT FOR THE PROPOSAL
The Proposal will apply to the classes of Related Parties and nature of RRPT set out in the table below, relating to provisions of or obtaining from, the Related Parties, products and services in the ordinary course of business of ACSM Group.
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|---|
(I) THE PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE WILL APPLY TO THE FOLLOWING RELATED PARTIES:
| Type of Transactions | Transacting Parties | Related Parties | Actual Value transacted from 30 June 2025 to 30 April 2026(a) RM'000 | Estimated Value of preceding year's mandate RM'000 | Estimated Value during the validity period of mandate(b) RM'000 | |
|---|---|---|---|---|---|---|
| Proposed Renewal of Existing Shareholders' Mandate (Ordinary Resolution 17) | ||||||
| ACSM customers' transactions via Transacting Parties as ACSM merchant | ||||||
| 1 | Sales through easy payment instalment scheme^{1} | AEON CO. (M) BHD. | AEON CO., LTD. AND AFSJ | 1,420 | 4,500 | 3,500 |
| 2 | Sales through payment cards^{2} | AEON CO. (M) BHD. | AEON CO., LTD. AND AFSJ | 1,680,000 | 2,500,000 | 2,845,000 |
| 3 | Sales through E-Money issued by ACSM^{3} | AEON CO. (M) BHD. | AEON CO., LTD. AND AFSJ | 80,200 | 200,000 | 155,000 |
| 4 | Sales through easy payment instalment scheme^{1} | AEON BIG (M) SDN. BHD. | AEON CO., LTD. AND AFSJ | 630 | 3,000 | 2,000 |
| 5 | Sales through payment cards^{2} | AEON BIG (M) SDN. BHD. | AEON CO., LTD. AND AFSJ | 234,700 | 1,000,000 | 370,000 |
| 6 | Sales through E-Money issued by ACSM^{3} | AEON BIG (M) SDN. BHD. | AEON CO., LTD. AND AFSJ | 9,400 | 40,000 | 20,500 |
| 7 | Sales through payment cards^{4} | AEON FANTASY (MALAYSIA) SDN. BHD. | AEON CO., LTD. AND AFSJ | 43,000 | 100,000 | 100,000 |
| 8 | Sales through E-Money issued by ACSM^{5} | AEON FANTASY (MALAYSIA) SDN. BHD. | AEON CO., LTD. AND AFSJ | 40 | 100 | 100 |
7
(I) THE PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE WILL APPLY TO THE FOLLOWING RELATED PARTIES (Cont'd):
| Type of Transactions | Transacting Parties | Related Parties | Actual Value transacted from 30 June 2025 to 30 April 2026(a) RM’000 | Estimated Value of preceding year's mandate RM’000 | Estimated Value during the validity period of mandate(b) RM’000 | |
|---|---|---|---|---|---|---|
| Provision of financing | ||||||
| 1 | Instalment scheme for purchase of equipment^{6} | AEON DELIGHT (MALAYSIA) SDN. BHD. | AEON CO., LTD. AND AFSJ | 1,160 | 5,000 | 5,000 |
| 2 | Instalment scheme for purchase of equipment^{6} | AEON FANTASY (MALAYSIA) SDN. BHD. | AEON CO., LTD. AND AFSJ | - | 5,000 | 5,000 |
| Revenue to ACSM | ||||||
| 1 | Payment cards commission^{7} | AEON CO. (M) BHD. | AEON CO., LTD. AND AFSJ | 10,650 | 19,000 | 19,000 |
| 2 | E-Money commission and processing fees^{8} | AEON CO. (M) BHD. | AEON CO., LTD. AND AFSJ | 3,300 | 4,500 | 6,000 |
| 3 | Payment cards commission^{7} | AEON BIG (M) SDN. BHD. | AEON CO., LTD. AND AFSJ | 1,520 | 8,000 | 3,000 |
| 4 | E-Money commission and processing fees^{8} | AEON BIG (M) SDN. BHD. | AEON CO., LTD. AND AFSJ | 633 | 1,500 | 1,500 |
| 5 | Interest income from instalment scheme^{9} | AEON DELIGHT (MALAYSIA) SDN. BHD. | AEON CO., LTD. AND AFSJ | 130 | 300 | 300 |
| 6 | Payment cards commission^{10} | AEON FANTASY (MALAYSIA) SDN. BHD. | AEON CO., LTD. AND AFSJ | 300 | 600 | 600 |
(I) THE PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE WILL APPLY TO THE FOLLOWING RELATED PARTIES (Cont'd):
| Type of Transactions | Transacting Parties | Related Parties | Actual Value transacted from 30 June 2025 to 30 April 2026(a) RM’000 | Estimated Value of preceding year's mandate RM’000 | Estimated Value during the validity period of mandate(b) RM’000 | |
|---|---|---|---|---|---|---|
| Revenue to ACSM (Cont'd) | ||||||
| 7 | Interest income from instalment scheme^{9} | AEON FANTASY (MALAYSIA) SDN. BHD. | AEON CO., LTD. AND AFSJ | 10 | 300 | 300 |
| 8 | E-Money commission^{11} | AEON FANTASY (MALAYSIA) SDN. BHD. | AEON CO., LTD. AND AFSJ | 1 | 10 | 10 |
| 9 | Business process outsourcing fee^{12} | ABK | AEON CO., LTD. AND AFSJ | 60 | 1,500 | 1,500 |
| 10 | Marketing support fee and services^{13} | ABK | AEON CO., LTD. AND AFSJ | 1,070 | 6,000 | 9,000 |
| 11 | Advertisement space rental^{14} | ABK | AEON CO., LTD. AND AFSJ | 20 | 3,000 | 2,200 |
| 12 | Recruitment and IT services^{15} | ABK | AEON CO., LTD. AND AFSJ | - | 3,200 | 3,200 |
| 13 | IT subscription^{16} | AEON360 | AEON CO., LTD. AND AFSJ | 1,310 | 7,000 | 7,000 |
| 14 | Management fees^{17} | AEON360 | AEON CO., LTD. AND AFSJ | 360 | 1,500 | 1,500 |
(I) THE PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE WILL APPLY TO THE FOLLOWING RELATED PARTIES (Cont'd):
| Type of Transactions | Transacting Parties | Related Parties | Actual Value transacted from 30 June 2025 to 30 April 2026(a) RM’000 | Estimated Value of preceding year’s mandate RM’000 | Estimated Value during the validity period of mandate(b) RM’000 | |
|---|---|---|---|---|---|---|
| Expenses to ACSM | ||||||
| 1 | Rental^{18} | AEON CO. (M) BHD. | AEON CO., LTD. AND AFSJ | 8,300 | 25,000 | 18,000 |
| 2 | Rental^{18} | AEON BIG (M) SDN. BHD. | AEON CO., LTD. AND AFSJ | 3,100 | 11,000 | 8,000 |
| 3 | Cleaning services^{19} | AEON DELIGHT (MALAYSIA) SDN. BHD. | AEON CO., LTD. AND AFSJ | 800 | 1,500 | 1,500 |
| 4 | Advertisement space rental^{20} | AEON DELIGHT (MALAYSIA) SDN. BHD. | AEON CO., LTD. AND AFSJ | 2,200 | 3,200 | 3,000 |
| 5 | Corporate support fees^{21} | AFSJ | AEON CO., LTD. | 10,000 | 17,000 | 15,000 |
| 6 | Procurement of IT systems, services and outsourcing^{22} | AFSJ | AEON CO., LTD. | 400 | 3,000 | 2,500 |
| 7 | Royalties^{23} | AFSJ | AEON CO., LTD. | 8,400 | 14,000 | 14,000 |
| 8 | Data analysis service fee^{24} | A.C.S. CREDIT MANAGEMENT CO., LTD. | AEON CO., LTD. AND AFSJ | 300 | 700 | 700 |
| 9 | Manpower cost for credit and marketing models^{25} | ABK | AEON CO., LTD. AND AFSJ | - | 3,200 | 3,200 |
| 10 | Loyalty management^{26} | AEON360 | AEON CO., LTD. AND AFSJ | 1,810 | 3,500 | 12,000 |
10
(I) THE PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE WILL APPLY TO THE FOLLOWING RELATED PARTIES (Cont'd):
| Type of Transactions | Transacting Parties | Related Parties | Actual Value transacted from 30 June 2025 to 30 April 2026(a) RM’000 | Estimated Value of preceding year’s mandate RM’000 | Estimated Value during the validity period of mandate(b) RM’000 | |
|---|---|---|---|---|---|---|
| Expense to AIBM | ||||||
| 1 | Corporate support fees21 | AFSJ | AEON CO., LTD. | 52 | 100 | 100 |
| Revenue to AEON 360 | ||||||
| 1 | Loyalty management27 | AEON CO. (M) BHD. | AEON CO., LTD. AND AFSJ | - | 18,000 | 22,000 |
| 2 | Loyalty management27 | AEON BIG (M) SDN. BHD. | AEON CO., LTD. AND AFSJ | - | 4,000 | 4,300 |
| 3 | Loyalty management27 | ABK | AEON CO., LTD. AND AFSJ | - | 3,800 | 4,300 |
| 4 | Loyalty management27 | AIBM | AEON CO., LTD. AND AFSJ | - | 100 | 1,000 |
| Expenses to AEON360 | ||||||
| 1 | Commission28 | AEON CO. (M) BHD. | AEON CO., LTD. AND AFSJ | - | 500 | -(d) |
| 2 | Advertisement space rental29 | AEON CO. (M) BHD. | AEON CO., LTD. AND AFSJ | - | 4,500 | 2,500 |
| TOTAL ACTUAL VALUE TRANSACTED/ESTIMATED TRANSACTION VALUE | 2,105,276 | 4,027,110 | 3,673,310 |
(II) THE PROPOSED NEW SHAREHOLDERS' MANDATE WILL APPLY TO THE FOLLOWING RELATED PARTIES:
| Type of Transactions | Transacting Parties | Related Parties | Estimated Aggregate Value during the validity period of mandate(b) RM’000 | |
|---|---|---|---|---|
| Proposed New Shareholders' Mandate (Ordinary Resolution 18) | ||||
| Revenue to ACSM | ||||
| 1 | Distribution of loyalty programme points^{10} | AEON360 | AEON CO., LTD. AND AFSJ | 2,100 |
| Expenses to ACSM | ||||
| 1 | IT subscription and development fee^{31} | AEON360 | AEON CO., LTD. AND AFSJ | 3,000 |
| Expenses to AIBM | ||||
| 1 | Royalties^{23} | AFSJ | AEON CO., LTD. | 100 |
| Revenue to AEON360 | ||||
| 1 | Loyalty management^{27} | AEON FANTASY (MALAYSIA) SDN. BHD. | AEON CO., LTD. AND AFSJ | 1,000 |
| 2 | IT subscription and development fee^{32} | AEON CO. (M) BHD. | AEON CO., LTD. AND AFSJ | 600 |
| 3 | IT subscription and development fee^{32} | AEON BIG (M) SDN. BHD. | AEON CO., LTD. AND AFSJ | 300 |
| 4 | IT subscription and development fee^{32} | AEON FANTASY (MALAYSIA) SDN. BHD. | AEON CO., LTD. AND AFSJ | 100 |
| 5 | IT subscription and development fee^{32} | AIBM | AEON CO., LTD. AND AFSJ | 100 |
| 6 | IT subscription and development fee^{32} | ABK | AEON CO., LTD. AND AFSJ | 100 |
| 7 | Campaign management fees^{33} | AEON FANTASY (MALAYSIA) SDN. BHD. | AEON CO., LTD. AND AFSJ | 100 |
| 8 | Campaign management fees^{33} | AIBM | AEON CO., LTD. AND AFSJ | 100 |
| Expenses to AEON360 | ||||
| 1 | Advertisement space rental^{29} | AEON BIG (M) SDN. BHD | AEON CO., LTD. AND AFSJ | 1,000 |
13
BASIS ON ESTIMATES AND DISCLOSURE REQUIREMENTS
(a) The date of 30 April 2026 coincides with the end of latest financial month for which data is available on actual amounts incurred since the last AGM before this Circular is issued.
(b) The estimated value of the transactions during the validity period of mandate are based on the information available at the point of estimation based on the projection of business volumes to be conducted in the coming year after taking into consideration of the prevailing market rates, being rates that are not more favourable to the related parties than those generally available to/from public.
(c) The Proposal will take effect from 23 June 2026 (date of the 29th AGM) to the date of the next AGM in year 2027. The next AGM is expected to be held before 30 June 2027.
(d) AEON360 does not require collections on behalf and referral of AEON360’s business partners from AEON CO. (M) BHD.. Therefore, shareholders’ mandate will not be sought at the forthcoming AGM.
(e) Pursuant to Paragraph 10.09(2)(e) of the Listing Requirements, the Company will immediately announce to Bursa Securities when the actual value of the RRPTs entered into by the Company exceeds the estimated value of the RRPTs disclosed in this Circular by 10% or more. The Company confirmed that there was no deviation of 10% or more between the aggregated actual value transacted for the RRPT and the aggregated estimated value as disclosed in this Circular. Hence, no announcement was required to be released to Bursa Securities pursuant to Chapter 10 of the Listing Requirements.
DETAILS OF THE TYPE OF TRANSACTIONS
-
Sales through easy payment instalment scheme to be factored by AEON CO. (M) BHD. and AEON BIG (M) SDN. BHD. Recurrent transactions are on daily basis.
-
Sales transactions through ACSM acquiring Electronic Data Capture (“EDC”) terminals in respect of recurrent daily transactions carried out by cardholders at the retail stores of AEON CO. (M) BHD. and AEON BIG (M) SDN. BHD. in Malaysia.
-
Sales through E-Money issued by ACSM, in respect of recurrent daily transactions carried out by customers at the retail stores of AEON CO. (M) BHD. and AEON BIG (M) SDN. BHD. in Malaysia.
-
Sales transactions through ACSM acquiring EDC terminals in respect of recurrent daily transactions carried out by cardholders at AEON FANTASY (MALAYSIA) SDN. BHD.’s amusement outlets in Malaysia.
-
Sales through E-Money issued by ACSM, in respect of recurrent daily transactions carried out by customers at AEON FANTASY (MALAYSIA) SDN. BHD.’s amusement outlets in Malaysia.
-
Provision of financing to AEON DELIGHT (MALAYSIA) SDN. BHD. and AEON FANTASY (MALAYSIA) SDN. BHD. via instalment scheme for the purchase of equipment. Recurrent transactions are on as and when such requirement arises.
-
Payment cards commission paid or payable by AEON CO. (M) BHD. and AEON BIG (M) SDN. BHD. for sales transactions through ACSM acquiring EDC terminals carried out by cardholders at the retail stores of AEON CO. (M) BHD. and AEON BIG (M) SDN. BHD. in Malaysia. Recurrent transactions are on daily basis.
-
E-Money commission and processing fee paid or payable by AEON CO. (M) BHD. and AEON BIG (M) SDN. BHD. through ACSM acquiring EDC terminals carried out by customers at the retail stores of AEON CO. (M) BHD. and AEON BIG (M) SDN. BHD. in Malaysia and managing customer loyalty programme.
DETAILS OF THE TYPE OF TRANSACTIONS (Cont'd)
9 Interest paid or payable by AEON DELIGHT (MALAYSIA) SDN. BHD. and AEON FANTASY (MALAYSIA) SDN. BHD. for instalment scheme for the purchase of equipment. Recurrent transactions are on monthly basis.
10 Payment cards commission paid or payable by AEON FANTASY (MALAYSIA) SDN. BHD. for sales transactions through ACSM acquiring EDC terminals carried out by cardholders at AEON FANTASY (MALAYSIA) SDN. BHD.'s amusement outlets in Malaysia. Recurrent transactions are on daily basis.
11 E-Money commission paid or payable by AEON FANTASY (MALAYSIA) SDN. BHD. through ACSM acquiring EDC terminals carried out by customers at AEON FANTASY (MALAYSIA) SDN. BHD.'s amusement outlets in Malaysia.
12 Business process outsourcing fee paid or payable by ABK in relation to the provision of collection management services and manpower support for collection and payment tracking for ABK's products. Recurrent transactions are on monthly basis.
13 Marketing support services rendered by ACSM, including the referral of ACSM's customers to sign up for ABK's products, cross selling of banking products to enhance customers' lifetime value and management of customer loyalty programme. Recurrent transactions are on monthly basis.
14 Rental of advertisement space by ABK for placement of products advertisement at ACSM's branches and website. Recurrent transactions are carried out as and when such requirement arises.
15 Recruitment and IT related cost for maintaining customers database charge by ACSM to ABK for accessing to ACSM's customers database, which provides a more cost-effective way to promote ABK's products. Recurrent transactions are on agreed basis.
16 IT subscription charged to AEON360 for usage of information technology software and hardware services. Recurrent transactions are on monthly basis.
17 Management services rendered to AEON360 for providing administrative, personnel and any other management services. Recurrent transactions are on monthly basis.
18 Rental of premises from AEON CO. (M) BHD. and AEON BIG (M) SDN. BHD. for usage as shoplots, service counters, recruitment kiosks and for promotional events at certain shopping centres of AEON CO. (M) BHD. and AEON BIG (M) SDN. BHD. Recurrent transactions are on monthly basis for usage as shoplots and service counters. For promotional events and recruitment activities, recurrent transactions are on as and when such requirement arises.
19 Cleaning services, facility management services and other support services rendered by AEON DELIGHT (MALAYSIA) SDN. BHD. Recurrent transactions are on monthly basis.
20 Rental of advertisement space and miscellaneous charges from AEON DELIGHT (MALAYSIA) SDN. BHD. for the placement of advertisements at its vending machines and promotional events. Recurrent transactions are on monthly basis.
21 Corporate support fees represent the sharing of personnel and other costs, such as operation support fee and funding support fee charged by AFSJ to ACSM and AIBM to provide corporate advisory and other services. The operation support fee billed incorporates a mark-up of approximately $10\%$ on the relevant operation support costs incurred. Recurrent transactions are on monthly basis.
DETAILS OF THE TYPE OF TRANSACTIONS (Cont'd)
22 Procurement of IT systems, services and outsourcing from AFSJ including but not limited to, systems and software consultancy, design, development, implementation, maintenance, support and system integration services, and IT outsourcing for skilled personnel to be based at ACSM to support Management Information System (MIS) projects and operations. Recurrent transactions are effected from time to time based on projects and services awarded to AFSJ.
23 Royalties on technical and management services rendered by AFSJ for the use of trademarks and know-how by ACSM and AIBM. Recurrent transactions are on monthly basis.
24 Data analysis services rendered by A.C.S. CREDIT MANAGEMENT CO., LTD. for the deployment of scorecard for collection activities, analysis and reporting of credit scoring models and related services. Recurrent transactions are on monthly basis.
25 Expertise cost, mainly comprising direct staff cost from ABK, for development and enhancement of ACSM's credit scoring models and marketing models to better manage credit risk and improve customers retention, which will contribute to the increase in revenue and cost efficiencies. Recurrent transactions are effected on agreed basis from time to time with ABK.
26 Loyalty management fee payable to AEON360 for the management and administration of the customer loyalty programme. Recurrent transactions are on monthly basis.
27 Loyalty management fee payable by AEON CO. (M) BHD., AEON BIG (M) SDN. BHD., AEON FANTASY (MALAYSIA) SDN. BHD., ABK and AIBM to AEON360 for the management and administration of the customer loyalty programme. Recurrent transactions are on monthly basis.
28 Commission payable by AEON360 to AEON CO. (M) BHD. for collections on behalf and referral of business partners to AEON360. Recurrent transactions are effected as and when the need arises.
29 Rental of space from AEON CO. (M) BHD. and AEON BIG (M) SDN. BHD. for usage as recruitment kiosks and for promotional events at certain shopping centres of AEON CO. (M) BHD. and AEON BIG (M) SDN. BHD. by AEON360. Recurrent transactions are effected as and when the need arises.
30 Loyalty points payable by AEON360 for points issued and distributed under the loyalty programme. Recurrent transactions are effected as and when the need arises.
31 Fees payable to AEON360 for IT platform subscription and development services. Recurrent transactions are effected as and when the need arises.
32 Fees payable to AEON360 for IT platform subscription and development services by AEON CO. (M) BHD., AEON BIG (M) SDN. BHD., AEON FANTASY (MALAYSIA) SDN. BHD., AIBM and ABK. Recurrent transactions are effected as and when the need arises.
33 Campaign management fees payable by AEON FANTASY (MALAYSIA) SDN. BHD. and AIBM to AEON360 for management and administration of promotional events. Recurrent transactions are effected as and when the need arises.
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THE BASIS OF ARRIVING AT THE VALUES FOR THE RRPT:
The values for the RRPT were derived based on budgeted and forecasted figures, including actual values incorporated for period up to 30 April 2026. The actual values in respect of period commencing from 1 May 2026 may vary from estimated value incorporated in RRPT values shown in this Proposal.
2.3 DETAILS OF THE RELATED PARTIES
The interests of the Related Parties in the RRPT as set out in Section 2.2 above are as follows:
(a) AEON CO., LTD. a company incorporated in Japan, is the holding company of AEON CO. (M) BHD. and AEON BIG (M) SDN. BHD. owns 52.03% and 100% equity interests respectively. AEON CO., LTD. is also the ultimate holding company of ACSM. AEON CO., LTD. has total direct and indirect equity interest of 49.91% in AFSJ, which is the immediate holding company of ACSM. AFSJ has 61.50% direct equity interest in ACSM. Meanwhile, AEON CO. (M) BHD. also has direct equity interest of 1.82% in ACSM.
(b) AEON CO., LTD. is the ultimate holding company of AEON DELIGHT (MALAYSIA) SDN. BHD.. AEON CO., LTD. has a total direct and indirect equity interest of 57.94% in AEON DELIGHT CO., LTD., which is the holding company of AEON DELIGHT (MALAYSIA) SDN. BHD., has direct interest of 100%.
(c) AEON CO., LTD. is the ultimate holding company of AEON FANTASY (MALAYSIA) SDN. BHD.. AEON CO., LTD. has a total direct and indirect equity interest of 62.99% in AEON FANTASY CO., LTD. which is the holding company of AEON FANTASY (MALAYSIA) SDN. BHD., which holds 80% of equity interest.
(d) AFSJ, the immediate holding company of ACSM, is also the holding company of A.C.S. CREDIT MANAGEMENT CO., LTD., in which AFSJ holds 99.75% direct equity interest.
(e) AFSJ as the immediate holding company of ACSM, is also the holding company of ABK. AFSJ and ACSM each hold 50% direct equity interest in ABK.
(f) AEON CO., LTD. is the ultimate holding company of AEON360. AEON CO., LTD. has 49.91% of direct and indirect equity interest in AFSJ, which in turn holds a 61.50% direct equity interest in ACSM. ACSM and AEON CO. (M) BHD. hold 51% and 49% direct equity interests respectively in AEON360. Accordingly, ACSM is the holding company of AEON360.
AFSJ and AEON CO., LTD. are therefore regarded as interested Major Shareholders.
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2.4 RATIONALE
The RRPT to be entered into by ACSM Group are all in the ordinary course of business and reflect the long-term commercial relationship between the parties. The RRPT are undertaken on terms that are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders. It is envisaged that in the normal course of ACSM Group’s business, the RRPT between ACSM Group and the Related Parties are likely to occur from time to time and it may be impractical to seek shareholders’ approval on a case-to-case basis before entering into such RRPT.
The Proposal, on an annual basis, would avoid the necessity to make regular announcements to Bursa Securities and to convene separate general meetings from time to time to seek shareholders’ approval as and when the RRPT occur or arise. This would substantially reduce administrative time, inconvenience and expenses associated with the convening of such meetings on an ad-hoc basis and allow manpower resources and time to be channelled towards attaining other corporate objectives.
Hence, the Directors are seeking approval from the shareholders on the RRPT as described under Section 2.2 of this Circular.
2.5 AMOUNT DUE AND OWING BY THE RELATED PARTIES
As at 30 April 2026, there were no amounts due and owing by the Related Parties pursuant to the RRPT which have exceeded the normal credit terms of the Company. Hence, there was no late payment charges imposed on the Related Parties.
2.6 BENEFITS OF THE RRPT
Generally, the RRPT enable ACSM Group to meet its consumer financing and settlement business objectives and provide ACSM Group with support to its operational and business needs.
2.7 METHODS OR PROCEDURES OF DETERMINING THE TERMS OF RRPT AND REVIEW PROCEDURES
Generally, the terms and conditions of the RRPT are determined based on normal commercial terms, business practices and policies. The rate/pricing is determined after taking into consideration the prevailing comparable market prices/rates available from or provided to other third parties, where applicable, based on similar quality and level of service.
The following internal review procedures are practised and have been established to ensure that the RRPT are undertaken on terms which are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders:
(i) The details of the Related Parties mandated pursuant to the Proposal will be circulated within ACSM Group, including all the Major Shareholders and Directors of ACSM Group, with notification that all RRPT are required to be undertaken on terms which are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders;
(ii) All RRPT will be captured within the accounting system maintained by ACSM Group;
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2.7 METHODS OR PROCEDURES OF DETERMINING THE TERMS OF RRPT AND REVIEW PROCEDURES (Cont'd)
(iii) The shareholdings interests of the Related Parties in ACSM Group and pertaining to their interests in any corporation/partnership will be continuously monitored;
(iv) Records are kept at ACSM Group to keep track of the changes in the composition of the Directors and the Major Shareholders in ACSM Group;
(v) The RRPT will be reviewed on quarterly basis by the management, Audit Committee and Board to ensure that they are transacted on terms and conditions, which are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders in the light of the circumstances concerned. If any member of the Audit Committee or Board has an interest in the transaction, he shall abstain from all deliberations and voting on the resolution(s) in respect of the RRPT at Audit Committee Meetings and/or Board Meetings and/or AGM (where applicable);
(vi) The annual internal audit plan shall incorporate a review of the RRPT. The Audit Committee and Board shall review the internal audit reports to ascertain that the review procedures established to monitor the RRPT have been complied with;
(vii) The threshold for the approval of RRPT within ACSM Group are as follows:
(a) For existing RRPT, transactions of RM2 million and above on an annual basis or estimated to exceed RM2 million on an annual basis, are subject to review and approval by the Audit Committee and the Board prior to ACSM Group entering into the said RRPT. Meanwhile, RRPT of below RM2 million on an annual basis are subject to review and approval at the management level of ACSM Group based on the internal control framework established. All RRPT entered into by ACSM Group shall adhere to the relevant provisions in the Listing Requirements, where applicable.
(b) For new transactions, RRPT of RM1 million and above shall be reviewed and approved by the Audit Committee and the Board respectively, while RRPT below RM1 million shall be approved at the management level of ACSM Group, where applicable.
(viii) At least two (2) other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, wherever applicable and possible, to determine whether the price and terms offered to/by the related parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities. In the event that quotation or comparative pricing from unrelated third parties cannot be obtained (for instance, if there are no unrelated third party vendors), due inquiries are made to ensure that transaction price with related parties are reasonable based on consideration of all related information available to ensure that the RRPT is not detrimental to ACSM Group and minority shareholders.
The Audit Committee and the Board have reviewed the procedures and shall continue to review the procedures as and when required.
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2.8 VALIDITY PERIOD AND DISCLOSURE OF THE PROPOSAL
The Proposal is approved at the forthcoming AGM, will be subject to an annual renewal and shall only continue to be in force until:
(i) the conclusion of the next AGM of the Company following the forthcoming AGM at which the Proposal is approved, at which time it will lapse, unless by a resolution passed at the AGM, the mandate is again renewed;
(ii) the expiration of the period within which the next AGM of the Company after the date it is required to be held pursuant to Section 340(2) of the Act, (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or
(iii) revoked or varied by resolution passed by the shareholders in general meeting,
whichever is the earlier.
Thereafter, approval from the shareholders for renewal of the mandate will be sought at each subsequent AGM of the Company.
The breakdown of the aggregate value of the RRPT conducted pursuant to the Proposal will be disclosed in the Integrated Annual Report of the Company based on the following information:
(i) the types of RRPT entered into; and
(ii) the names of the Related Parties involved in each type of the RRPT entered into and the nature of the relationship of the Related Parties with ACSM Group.
2.9 STATEMENT BY THE AUDIT COMMITTEE
The Audit Committee of the Company has seen and reviewed the procedures established in Section 2.7 above in the treatment of RRPT and is satisfied that the procedures are sufficient to ensure that the RRPT are on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public, where applicable, and are not to the detriment of the minority shareholders of the Company.
The Audit Committee further affirms that ACSM Group maintains adequate procedures and processes to monitor, track and identify RRPT in a timely and orderly manner, and that such RRPT are reviewed by the Audit Committee on a quarterly basis or whenever the need arises.
3. FINANCIAL EFFECTS OF PROPOSAL
The Proposal is not expected to have any effect on the issued and paid-up share capital, shareholdings of major shareholders, net assets per share and earnings per share of ACSM.
4. APPROVALS REQUIRED
The Proposal is subject to the approval of our shareholders at the forthcoming AGM to be convened or any adjournment thereof.
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5. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED
The interested Major Shareholders, AFSJ and AEON CO., LTD., and the interested Related Party, AEON CO. (M) BHD., will abstain from voting in respect of their direct and indirect shareholdings in ACSM, on the resolution approving the Proposal at the forthcoming AGM.
AFSJ and AEON CO., LTD. have also undertaken to ensure that the Persons Connected to them have and will continue to abstain from all deliberations and voting on the Proposal, as applicable, at all Board meetings and/or Audit Committee meetings and will also abstain from voting on the resolution approving the Proposal at the forthcoming AGM.
The Persons Connected to the interested Major Shareholders, AFSJ and AEON CO., LTD. are:
- Mr. Daisuke Maeda, who is an employee of AFSJ, is seconded to the Company. He is also the Managing Director and Chief Executive Officer of the Company, Non-Independent Non-Executive Director of AIBM, Non-Independent Executive Director of ABK, and Chairman of AEON360.
- Mr. Tsutomu Omodera, who is an Executive Officer of AFSJ, is also a Non-Independent Non-Executive Director of the Company.
- Mr. Tsugutoshi Seko, who is an Executive Officer of AEON Co., Ltd., serves as the Managing Director of AEON CO. (M) BHD.. He is a Non-Independent Non-Executive Director of the Company and AEON360, and the Chairman of AEON BIG (M) SDN. BHD..
The Person Connected to AEON CO., LTD. is AEON CO. (M) BHD., which is a subsidiary of AEON CO., LTD. and is also a shareholder of the Company.
Accordingly, the interested Directors, namely Mr. Daisuke Maeda, Mr. Tsutomu Omodera and Mr. Tsugutoshi Seko have abstained and will continue to abstain from all deliberations and voting on the Proposal at all Board and/or Audit Committee meetings and will also abstain from voting on the resolution approving the Proposal at the forthcoming AGM.
The interested Directors have undertaking to ensure that the Persons Connected to them will abstain from voting on the resolution, deliberating or approving the Proposal at the forthcoming AGM.
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5. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED (Cont'd)
The direct and indirect interests of the interested Major Shareholders and the interested Directors and Persons Connected to them as at 30 April 2026 in the Company are shown in the table below:
| Direct Interest | Indirect Interest | ||||
|---|---|---|---|---|---|
| Name | No. of ordinary shares | % share-holding | No. of ordinary shares | % share-holding | |
| 1 | Major Shareholders | ||||
| AFSJ | 314,034,504 | 61.50 | - | - | |
| 2 | AEON CO., LTD. | - | - | 323,322,504* | 63.32 |
| 1 | Person Connected | ||||
| AEON CO. (M) BHD. | 9,288,000 | 1.82 | - | - | |
| 1 | Directors | ||||
| Daisuke Maeda | - | - | - | - | |
| 2 | Tsutomu Omodera | - | - | - | - |
| 3 | Tsugutoshi Seko | - | - | - | - |
Note: * Deemed interest by virtue of its interest in AFSJ and AEON CO. (M) BHD., pursuant to Section 8 of the Act.
Save as disclosed above, none of the other Directors, Major Shareholders and/or Persons Connected to them as defined in the Listing Requirements have any direct or indirect interest in the Proposal.
6. DIRECTORS' RECOMMENDATION
The Board (with the exception of interested Directors named in Section 5 of this Circular), having considered all aspects of the Proposal, is of the opinion that the Proposal is in the best interests of ACSM Group and accordingly the Board (with the exception of the aforementioned Directors) recommends that you vote in favour of the resolution pertaining to the Proposal to be tabled at the forthcoming AGM.
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- AGM
The 29th AGM will be held on Tuesday, 23 June 2026 at 10:00 a.m., or any adjournment thereof, at the Grand Ballroom, Level 2, InterContinental Kuala Lumpur, 165, Jalan Ampang, 50450 Kuala Lumpur, Malaysia (“Main Venue”) and virtually through live streaming from Main Venue, for the purpose of considering and, if thought fit, passing with or without any modifications to the resolutions to give effect to the Proposal.
For shareholders that attend virtually, you are entitled to participate and vote through the Remote Participation and Electronic Voting (“RPEV”) facilities via https://investor.boardroomlimited.com. For further information, please refer to the Notice of the 29th AGM and Proxy Form that contains the resolution in respect of the Proposal and can be downloaded from our Company’s website at www.aeoncredit.com.my.
If you are unable to participate at our 29th AGM, you may appoint a proxy or proxies to attend, participate, speak and vote on your behalf. In such event, the Proxy Form must be lodged at the Company’s Share Registrar’s office at Boardroom Share Registrars Sdn Bhd at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia or via email to [email protected] not less than forty-eight (48) hours before the time set for holding the 29th AGM or any adjournment thereof. Alternatively, the Proxy Form can be submitted electronically via https://investor.boardroomlimited.com before the Proxy Form lodgement cut-off time stated on the cover of this Circular. The lodging of the Proxy Form shall not preclude you from attending, participating and voting in person at the 29th AGM should you subsequently wish to do so.
- FURTHER INFORMATION
Shareholders are advised to refer to the attached Appendix for further information.
Yours faithfully,
For and on behalf of the Board of
AEON CREDIT SERVICE (M) BERHAD
S SUNTHARA MOORTHY A/L S SUBRAMANIAM
Independent Non-Executive Director
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APPENDIX I
FURTHER INFORMATION
- DIRECTORS' RESPONSIBILITY STATEMENT
This Circular has been seen and approved by the Directors of ACSM and they collectively and individually accept full responsibility for the accuracy of the information given and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein false or misleading.
- MATERIAL LITIGATION
ACSM Group is not engaged in any material litigation, claims or arbitration, either as the plaintiff or defendant, which have a material effect on the financial position or business of ACSM Group and the Directors are not aware of any proceedings pending or threatened against the Company or its subsidiaries or of any facts likely to give rise to any proceedings which may affect the financial position or business of ACSM Group.
- MATERIAL CONTRACTS
ACSM has not entered into any contracts which are or may be material (not being contracts entered into in the ordinary course of business of ACSM) within the past two (2) years immediately preceding the date of this Circular except as disclosed below:
On 19 August 2025, the Company entered into a Joint Venture and Shareholders' Agreement ("SHA") with AEON CO. (M) BHD. ("AEON CO") to establish and incorporate a Joint Venture Company ("JVCo") with the objective to manage a unified customer loyalty programme and enabling digital engagement capabilities across the AEON Group of Companies in Malaysia.
On 17 September 2025, the JVCo was incorporated as AEON360 Sdn. Bhd. ("AEON360") with an issued and paid-up capital of RM100. Pursuant to the SHA, the total issued and paid-up capital of AEON360 shall be RM50,000,000, to be subscribed by the Company and AEON CO in the proportion of 51% and 49%, respectively.
On 3 November 2025, the Company subscribed for additional 25,499,949 ordinary shares in AEON360 for a total cash consideration of RM25,499,949 and its equity interest remained at 51%, as the additional subscription was in same proportion to the other equity holder, AEON CO. Following the completion of these share subscriptions, AEON360's issued and paid-up share capital increased to RM50,000,000, comprising 50,000,000 ordinary shares. AEON360 remains a 51%-owned subsidiary of the Company.
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4. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents are available for inspection at the Registered Office of ACSM located at 12th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor, Malaysia during normal office hours from Monday to Friday (except for public holidays) from the date of this Circular up to and including the date of the forthcoming 29th AGM:
(a) the Constitution of ACSM; and
(b) the audited financial statements of ACSM for the past two (2) financial years ended 28 February 2025 and 28 February 2026.
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APPENDIX II
EXTRACT OF THE NOTICE OF THE 29TH AGM
Proposed Renewal of Existing Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature ("Proposed Renewal of Existing Shareholders' Mandate")
“THAT, subject to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given for the Company and/or its subsidiary company(ies) (“the Group”) to enter into the recurrent transactions of a revenue or trading nature as set out in Section 2.2 of the Circular to Shareholders dated 22 May 2026 (“the Circular”) with the related parties mentioned therein which are necessary for the day-to-day operations of the Group.
Ordinary Resolution 17
THAT the Company be and is hereby authorised to enter into the recurrent transactions with the related parties mentioned therein provided that:
(a) the transactions are in the ordinary course of business and on normal commercial terms which are not more favourable to the related parties than those generally available to the public and not to the detriment of the minority shareholders of the Company; and
(b) the disclosure will be made in the Integrated Annual Report of the breakdown of the aggregate value of the Recurrent Related Party Transactions entered into pursuant to the Proposed Renewal of Existing Shareholders' Mandate during the financial year with details on the nature and type of Recurrent Related Party Transactions, the names of the related parties involved in each type of Recurrent Related Party Transactions and their relationships with the Company.
THAT the authority conferred shall continue to be in force until:
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the forthcoming AGM at which the Proposed Renewal of Existing Shareholders’ Mandate is approved, at which time it will lapse, unless by a resolution passed at the AGM, the mandate is again renewed;
(b) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 340(2) of the Companies Act 2016 (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Companies Act 2016); or
(c) revoked or varied by resolution passed by the shareholders in general meeting,
whichever is earlier.
AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including the execution of all such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed Renewal of Existing Shareholders’ Mandate.”
APPENDIX II
EXTRACT OF THE NOTICE OF THE 29TH AGM (Cont'd)
Proposed New Shareholders' Mandate for Additional Recurrent Related Party Transactions of a Revenue or Trading Nature ("Proposed New Shareholders' Mandate")
“THAT, subject to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given for the Company and/or its subsidiary company(ies) (“the Group”) to enter into the recurrent transactions of a revenue or trading nature as set out in Section 2.2 of the Circular to Shareholders dated 22 May 2026 (“the Circular”) with the related parties mentioned therein which are necessary for the day-to-day operations of the Group.
THAT the Company be and is hereby authorised to enter into the recurrent transactions with the related parties mentioned therein provided that:
(a) the transactions are in the ordinary course of business and on normal commercial terms which are not more favourable to the related parties than those generally available to the public and not to the detriment of the minority shareholders of the Company; and
(b) the disclosure will be made in the Integrated Annual Report of the breakdown of the aggregate value of the Recurrent Related Party Transactions entered into pursuant to the Proposed New Shareholders’ Mandate during the financial year with details on the nature and type of Recurrent Related Party Transactions, the names of the related parties involved in each type of Recurrent Related Party Transactions and their relationships with the Company.
THAT the authority conferred shall continue to be in force until:
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the forthcoming AGM at which the Proposed Renewal of Existing Shareholders’ Mandate is approved, at which time it will lapse, unless by a resolution passed at the AGM, the mandate is again renewed;
(b) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 340(2) of the Companies Act 2016 (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Companies Act 2016); or
(c) revoked or varied by resolution passed by the shareholders in general meeting,
whichever is earlier.
AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including the execution of all such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed New Shareholders’ Mandate.”
Ordinary Resolution 18
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