RRPT 2024

"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"

:

28 June 2024, being the latest practicable date prior to

the printing of this circular

"Listing Requirements"

:

Bursa Securities Main Market Listing Requirements,

including any amendments thereto that may be made

from time to time and any practice notes issued in

relation thereto

"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,

"Proposal" or "Proposed

:

Proposed renewal of existing shareholders' mandate in

Renewal of RRPT Mandate"

respect of the RRPT entered into by AMB from the date

of the forthcoming AGM of AMB 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, which 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

PAGE

PROPOSED RENEWAL OF RRPT MANDATE

1. INTRODUCTION

1

2.1

Background

3

2.2

Class of Related Parties

4

2.3

Nature of the RRPT and estimated value

5

2.4

Rationale

7

2.5

Benefits of the RRPT

7

2.6

Methods or procedures for determining the terms of RRPT

7

2.7

Amount due and owing by the Related Parties

9

2.8

Conditions and disclosure of the Proposed Renewal of RRPT Mandate

9

2.9

Statement by the Audit Committee

9

2.10 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.

63RD AGM OF THE COMPANY

10

7.

FURTHER INFORMATION

11

APPENDICES

APPENDIX I

FURTHER INFORMATION

12

APPENDIX II

EXTRACT OF RESOLUTION IN RESPECT OF THE PROPOSAL

13

Interested Directors

Related

and

Parties

Principal Activity

Interested Major

Shareholder

Ajinomoto

Manufacturing

and

Interested Major

Group of

marketing

of

food

and

Shareholder:

Companies

amino

acids-related

-

AjiCo.

products

for

feed

and

cosmetic

use,

packaging

Interested Directors:

materials,

engineering

-

Riichiro Osawa

work and

information

-

Shunsuke Sasaki

technology shared services

-

Noriko Fujimoto

<

--------------Shareholdings in AMB ------------

>

<

-------- Direct

---------->

< ----

Indirect ----

>

No. of Shares

%

No. of Shares

%

AjiCo.#

30,627,845

50.38

-

-

Riichiro Osawa(1)@

-

-

-

-

Shunsuke Sasaki(2)@

-

-

-

-

Noriko Fujimoto(3)@

-

-

-

-

Class of

Related

Nature of

Parties

Transactions

Income/(Expense) to AMB

Estimated

Actual value

Estimated

value of

transacted

value of

transactions

from the date

transactions

from the date

of the 62nd

from the

of the 62nd

AGM up to 28

date of the

AGM up to the

June 2024,

63rd AGM up

date of the

being the LPD

to the date

63rd AGM as

of the

disclosed in

subsequent

the circular to

AGM

shareholders

dated 28 July

2023

(RM'mil)

(RM'mil)

(RM'mil)

Ajinomoto

Purchase

of

raw

(500.0)

(237.5)

(500.0)

Group

of

materials,

semi-

Companies

finished

food

products

and

finished

food

products

by

AMB

from

Ajinomoto

Group of Companies

Purchase

of

(0.45)

(0.01)

(1.2)

machinery

parts

by

AMB from Ajinomoto

Group of Companies

Royalties payable by

(18.0)

(8.4)

(18.0)

AMB

under

the

Technical Agreement

for

the

use

of

manufacturing

know-how

and

trademarks

under

the

license

from

AjiCo.