AEON THANA SINSAP (THAILAND) (Translation)
No. 18/2022
August 9, 2022
To: President
The Stock Exchange of Thailand
Re: Notification of the Resolution of the Board of Directors' Meeting No. 9/2022
We, AEON Thana Sinsap (Thailand) Public Company Limited ("Company"), hereby report the resolutions passed at the meeting of the Board of Directors No. 9/2022, held on August 9, 2022 from 10.00 a.m. as follows:
- Approved the Employee Joint Investment Program (EJIP) (Details as attachment 1)
- Approved the connected transactions with the related companies (Details as attachment 2)
Please be informed according
Yours sincerely,
Tsutomu Omodera
Managing Director
Attachment 1
The Board of Directors' Meeting of AEON Thana Sinsap (Thailand) Public Company Limited ("AEONTS") No.9/2022 held on August 9, 2022 has approved the Employee Joint Investment Program ("EJIP") in accordance with the Notification of the Office of the Securities and Exchange Commission No. SorJor. 61/2021, Re: Report on changes in holding of securities and derivatives of directors, management, auditor, planner and plan administrator, dated November 4, 2021. EJIP is an investment program on accumulative purchasing of AEONTS shares on a periodic basis, serving as a mean of remuneration given to the employees of the Company and its subsidiaries. The details of EJIP are as follows:
(1) Participating Companies
AEON Thana Sinsap ( Thailand) Public Company Limited and its subsidiaries in Thailand (collectively referred to as "the Company").
(2) EJIP Period
Program period: 5 years (September 1, 2022 to August 31, 2027)
Program contribution period: 3 years (September 1, 2022 to August 31, 2025)
(3) Eligible Participant under EJIP
3.1 Being a permanent employee of the Company at Assistant Manager Level or higher, with at least 3 years of service, on a voluntary basis. Overseas Expatriates are not eligible to participate in the Program.
3.2 Having performance as Talent Employee according to conditions set by the Company. The Personnel Management Committee ("PMC") may, at its discretion or dispute, allow employees of the Company to participate in the Program in accordance with the qualifications the PMC deems appropriate and the PMC's decision is considered final.
(4) EJIP Arrangement
The Company will deduct money from payroll of participants who join EJIP at the rate of not exceeding 9% of the salary of each participant on a monthly basis and the Company shall contribute the equivalent amount of the employees' contribution, with 3% additional contribution of the base salary of employees ("Basic salary") for Talent Employee, according to conditions set by the Company, as well as for Executive employee of the Company. Phillip Securities Public Company Limited, a securities company as assigned by the Company to manage EJIP, will bring the said fund to purchase AEONTS shares under the criterions, procedures, and conditions as stipulated in the terms and conditions of EJIP to be approved by the Office of the Securities and Exchange Commission ("SEC").
(5) Conditions for securities holding
Each EJIP participant has the right to sell AEONTS shares according to the conditions as follows:
- All accumulated shares in the first year of the Program are allowed to be sold after the end of the third year of the Program
- All accumulated shares in the second year of the Program are allowed to be sold after the end of the fourth year of the Program
- All accumulated shares in the third year of the Program are allowed to be sold after the end of the fifth year of the Program
(6) Conditions for exiting the program
- If the participants voluntarily withdraw from the Program but are still employed by the Company, it shall be deemed that the participants have ended the membership in the Program and they would not be allowed to rejoin the Program while the shares in the participant account shall comply with the terms and conditions regarding the silent period.
- If the participants retire, are transferred, laid off, terminated or resign for the reason other than disciplinary actions, it shall be deemed that the participants have ended the membership in the Program while the shares in the participant account shall comply with the terms and conditions regarding the silent period.
- If the participants breach company discipline but are still employed by the Company or are terminated from employment due to disciplinary actions it shall be deemed that the participants have ended the membership in the Program, and are required to repay the Company contribution portion for the shares that are still in the silent period, within 7 days after the Company inform of the repayment. Meanwhile, the silent period will no longer be applicable.
- In case of death and decrepitude, it shall be deemed that the participants have ended the membership in the Program and all the shares will belong to the participants while the silent
period will no longer be applicable.
(7) Changes to Terms and Conditions of the Program
The Personnel Management Committee may, at its discretion or dispute, consider any changes to terms and conditions of the Program as appropriate as follows and the PMC's decision is considered final.
- Amend, change, or add guidelines of the Program
- Terminate the Program ahead of schedule
The above conditions are in accordance with the agreement between the Company, EJIP participants and the Securities Company.
The Company will propose the terms and conditions of EJIP to the SEC for the approval in a later date.
Attachment 2
Connected transactions
The Board of Director's meeting of AEON Thana Sinsap (Thailand) PLC. No.9/2022 held on August 9,
2022 had a resolution of the connected transaction as follows:
1. Date of agreement:
Company | Date of agreement | ||||
AEON Financial Service Co., Ltd. ("AFS") | Agreement period is 12 months | ||||
from March 1, 2022 to February 28, 2023 | |||||
2. Contractual parties with AEON Thana Sinsap (Thailand) PLC. ("AEONTS"):
Company | Business | Relationship with AEONTS | |||||||||||
AFS | Finance | Major shareholder of AEONTS, holding 35.12% of AEONTS' s | |||||||||||
shares | |||||||||||||
AFS | |||||||||||||
Corporation | Finance | AFS is a shareholder, holding 100% of AFSC's shares | |||||||||||
("AFSC") | |||||||||||||
3. AEONTS's subsidiaries: | |||||||||||||
Company | Business | % of shares held | |||||||||||
by AEONTS | |||||||||||||
1). ACS Servicing (Thailand) Company Limited ("ACSS") | Collection Service | 100% | |||||||||||
2). AEON Specialized bank (Cambodia) Private | Retail Finance | 50% | |||||||||||
Company Limited ("ASB Cambodia") | |||||||||||||
3). AEON Microfinance (Myanmar) Company Limited | Retail Finance | 100% | |||||||||||
("AMF Myanmar") | |||||||||||||
4.) AEON Leasing Service (Lao) Company Limited | Retail Finance | 96.29% | |||||||||||
("ALS Laos") | |||||||||||||
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Aeon Thana Sinsap Thailand pcl published this content on 09 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 August 2022 08:15:08 UTC.
