Ajinomoto Malaysia : 2023 RRPT Circular

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

Bursa Malaysia Securities Berhad ("Bursa Securities") did not peruse this Circular prior to its issuance as it is prescribed as exempt document pursuant to Practice Note No. 18 of Bursa Securities Main Market Listing Requirements.

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.

Shareholders should rely on their own evaluation to assess the merits and risks of the proposal as set out herein.

A J I N O M O T O ( M A L A Y S I A ) B E R H A D

[Registration No. 196101000252 (4295-W)]

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

in relation to the

PROPOSED RENEWAL OF EXISTING SHAREHOLDER MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS ("RRPT") OF A REVENUE OR TRADING NATURE

The above proposal will be tabled as a Special Business at Ajinomoto (Malaysia) Berhad ("the Company")'s Sixty-Second Annual General Meeting ("62nd AGM") to be held on a virtual basis hosted on Securities Services e-Portal at https://sshsb.net.my/at the broadcast venue, which is the main venue of the AGM, at the Meeting Room of Securities Services (Holdings) Sdn. Bhd., Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan on Tuesday, 29 August 2023 at 10:00 a.m. Please follow the procedures provided in the Administrative Guide of the 62nd AGM in order to register, participate and vote remotely via Securities Services e-Portal. The Notice of the 62nd AGM, together with the Form of Proxy, are set out in the 2023 Annual Report of the Company, which is available at https://www.ajinomoto.com.my.

If you are unable to participate and vote at the 62nd AGM, you may complete the Form of Proxy and deposit it at Securities Services (Holdings) Sdn. Bhd. of Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan, not later than forty-eight (48) hours before the time set for holding the 62nd AGM or any adjournment thereof. The Form of Proxy may also be lodged electronically via Securities Services e-Portal at https://www.sshsb.net.my/. The lodgement of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently decide to do so, provided a notice of termination of proxy authority in writing is given to the Company and deposited at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur not less than 24 hours before the time stipulated for holding the 62nd AGM. All the resolutions set out in the Notice of the 62nd AGM are to be voted by poll.

Should you wish to personally participate at the Meeting remotely, please register electronically via Securities Services e-Portal at https://www.sshsb.net.my/by the registration cut-off date and time. Please refer to the Administrative Guide on the Conduct of a Virtual General Meeting for further details. The Administrative Guide on the Conduct of a Virtual General Meeting is available for download at https://www.ajinomoto.com.my.

Last date and time for lodging the Form of Proxy

Date and time of the 62nd AGM

Date of Record of Depositors for the purpose of determining shareholders' entitlement to attend, vote and speak at the 62nd AGM

• Sunday, 27 August 2023 at 10:00 a.m.
• Tuesday, 29 August 2023 at 10:00 a.m.
• Wednesday, 23 August 2023

This Circular is dated 28 July 2023

DEFINITIONS

In this Circular and the accompanying appendices, the following abbreviations shall have the following meanings unless otherwise stated:-

"Act"	:	Companies Act 2016 as amended from time to time
		and any re-enactment thereof
"AGM"	:	Annual General Meeting
"Ajinomoto Group of	:	AjiCo. and Companies worldwide wherein AjiCo. has
Companies"		direct or indirect shareholdings
"AjiCo."	: Ajinomoto Co., Inc., the holding company of AMB with
		50.38% shareholding as at the LPD
"AMB" or the "Company"	:	Ajinomoto (Malaysia) Berhad
		[Registration No. 196101000252 (4295-W)]
"Board"	:	Board of Directors of AMB
"Bursa Securities"	: Bursa Malaysia Securities Berhad
"Director(s)"	:	Director(s) of AMB and shall have the meaning given
		in Section 2(1) of the Capital Markets and Services Act
		2007 and for the purpose of the Proposed Renewal of
		RRPT Mandate, includes any person who is or was
		within the preceding six (6) months from the date on
		which the terms of the transactions were agreed upon,
		a Director of AMB, its subsidiary or holding company or
		a chief executive of AMB, its subsidiary or holding
		company
"LPD"	:	3 July 2023, being the latest practicable date
"Listing Requirements"	: Bursa	Securities Main Market Listing Requirements,
		including any amendments thereto that may be made
		from time to time
"Major Shareholder(s)"	: Shall be as defined in the Listing Requirements, and
		means a person who has an interest or interests in one
		(1) or more voting shares in the Company and the
		number or the aggregate number of those shares, is:-
		(a)	10% or more of the total number of voting
			shares in the Company; or
		(b)	5% or more of the total number of voting shares
			in the Company where such person is the
			largest shareholder of the Company,

and for purposes of the Proposed Renewal of RRPT Mandate, 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 Major Shareholder of the Company or any other corporation which is its subsidiary or holding company. For the purpose of this definition, "interest" shall have the meaning of "interest in shares" given in Section 8 of the Act

"Proposal" or "Proposed	: Proposed Renewal of Existing Shareholder Mandate in
Renewal of RRPT Mandate"		respect of the RRPT entered into by AMB from the date
		of the forthcoming AGM up to the following AGM of AMB
"Recurrent Related Party	:	Related party transactions which are recurrent
Transactions" or "RRPT"		transactions of a revenue or trading nature, are
		necessary for AMB's day-to-day operations and are
		entered into by AMB in the ordinary course of business
		which involves the interest, direct or indirect, of a
		Related Party
"Related Party(ies)"	:	Director(s), Major Shareholder(s) or person(s)
		connected with such Director(s) or Major
		Shareholder(s)
"RM" and "sen"		Ringgit Malaysia and Sen respectively
"shares"	: Ordinary shares in AMB

In this Circular, unless there is something in the subject or context inconsistent herewith, words importing the singular shall include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine gender and vice versa. Reference to persons shall include corporations.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless stated otherwise.

CONTENTS

LETTER TO THE SHAREHOLDERS OF AMB CONTAINING:-

PAGE

PART A

PROPOSED RENEWAL OF EXISTING SHAREHOLDER MANDATE FOR RRPT OF A REVENUE OR TRADING NATURE

1. INTRODUCTION

1

2. DETAILS OF THE PROPOSED RENEWAL OF RRPT MANDATE

	2.1	Background	3
	2.2	Class of Related Parties	4
	2.3	Nature of the RRPT and estimated value	5
	2.4	Reasons for the deviation, where the actual value exceeds the	7
		estimated value by 10% or more
	2.5	Rationale	7
	2.6	Benefits of the RRPT	7
	2.7	Methods or procedures of determining the terms of RRPT	7
	2.8	Amount due and owing by the Related Parties	9
	2.9	Conditions and disclosure of the Proposed Renewal of RRPT Mandate	9
	2.10 Statement by the Audit Committee	9
	2.11 Major Shareholder's and Directors' Interests	9
3.	FINANCIAL EFFECTS OF THE PROPOSED RENEWAL OF RRPT	10
	MANDATE
4.	DIRECTORS' RECOMMENDATIONS	10
5.	APPROVAL REQUIRED	10
6.	62nd AGM		10
7.	FURTHER INFORMATION	11
APPENDICES
APPENDIX I	FURTHER INFORMATION	12
APPENDIX II	EXTRACT OF RESOLUTION IN RESPECT OF THE PROPOSAL	13

AJINOMOTO (MALAYSIA) BERHAD

[Registration No. 196101000252 (4295-W)]

(Incorporated in Malaysia)

Registered Office:

Lot L1-E-5A and L1-E-5B, Enterprise 4,

Technology Park Malaysia,

Lebuhraya Puchong - Sungai Besi,

Bukit Jalil,

57000 Kuala Lumpur,

Wilayah Persekutuan

28 July 2023

Directors:

Y. Bhg. Tan Sri Dato' (Dr.) Teo Chiang Liang (Chairman, Non-Independent Non-ExecutiveDirector)

Cheong Heng Choy (Independent Non-Executive Director)

Riichiro Osawa (Managing Director/Chief Executive Officer)

Shunsuke Sasaki (Executive Director, Chief Finance Officer) Azhan bin Mohamed (Executive Director)

Norani binti Sulaiman (Independent Non-Executive Director) Noriko Fujimoto (Executive Director)

Elaine Tan Ai Lin (Independent Non-Executive Director) Yong Kum Cheng (Executive Director)

To: The Shareholders of AMB

Dear Sir / Madam,

PROPOSED RENEWAL OF RRPT MANDATE

1.0 INTRODUCTION

At the 61st AGM of the Company held on 30 August 2022, AMB obtained a mandate from its shareholders for AMB to enter into RRPT with Related Parties in the ordinary course of business based on commercial terms which are not more favourable to the Related Parties than those generally available to the public and which are necessary for AMB's day-to-day operations. The said mandate for RRPT shall, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming AGM unless authority for its renewal is obtained from the shareholders of AMB at the forthcoming AGM.

On 27 June 2023, the Board announced to Bursa Securities, the Company's intention to seek the approval of its shareholders to undertake the Proposed Renewal of RRPT Mandate pursuant to paragraph 10.09 of the Listing Requirements at the forthcoming AGM.

The purpose of this Circular is to provide you with the relevant information and to explain the details of the Proposal, as well as to seek your approval for the resolution pertaining to the Proposal to be tabled at the forthcoming 62nd AGM.

The 62nd AGM of the Company is scheduled to be held on a virtual basis hosted on Securities Services e-Portal at https://sshsb.net.my/at the broadcast venue, which is the main venue of the AGM, at the Meeting Room of Securities Services

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