RRPT Circular 2025

[Registration No. 196101000252 (4295-W)] (Incorporated in Malaysia)

in relation to the

The above proposal will be tabled as a special business at Ajinomoto (Malaysia) Berhad's ("the Company") Sixty-Fourth Annual General Meeting ("64th AGM") to be held at the Grand Ballroom of Bangi Resort Hotel, Off Persiaran Bandar, Bangi Golf Club, 43650 Bandar Baru Bangi, Selangor Darul Ehsan, Malaysia on Thursday, 28 August 2025 at 10:00 a.m. The Notice of the 64th AGM, together with the Proxy Form, are set out in the 2025 Annual Report of the Company, which is available at https://www.ajinomoto.com.my.

If you are unable to participate and vote at the 64th AGM of the Company, you may complete the Proxy Form 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 64th AGM of the Company or any adjournment thereof. The Proxy Form may also be lodged electronically via Securities Services e-Portal at https://www.sshsb.net.my/. The lodgement of the Proxy Form will not preclude you from attending and voting at the 64th AGM 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, Wilayah Persekutuan not less than twenty-four (24) hours before the time stipulated for holding the 64th AGM of the Company. All the resolutions set out in the Notice of the 64th AGM are to be voted by poll.

Last date and time for lodging the Proxy Form : Tuesday, 26 August 2025 at 10:00 a.m.

Date and time of the 64th AGM

: Thursday, 28 August 2025 at 10:00 a.m.

Date of Record of Depositors to determine : Thursday, 21 August 2025

shareholders' entitlement to attend, vote and speak at the 64th AGM

This circular is dated 28 July 2025

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 Companies"

: AjiCo. and companies worldwide wherein AjiCo. has 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" : 1 July 2025, 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:-

   1. 10% or more of the total number of voting shares in the Company; or

   2. 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 Renewal of RRPT Mandate"

"Recurrent Related Party Transactions" or "RRPT"

: Proposed renewal of existing shareholders' mandate in respect of the RRPT entered into by AMB from the date of the forthcoming AGM of AMB up to the following AGM of AMB

: Related party transactions which are recurrent 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

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.

PROPOSED RENEWAL OF RRPT MANDATE

1. INTRODUCTION 1
2. DETAILS OF THE PROPOSED RENEWAL OF RRPT MANDATE

   1. Background 3

   2. Class of Related Parties 4

   3. Nature of the RRPT and estimated value 5

   4. Rationale 7

   5. Benefits of the RRPT 8

   6. Methods or procedures for determining the terms of RRPT 8

   7. Amount due and owing by the Related Parties 9

   8. Conditions and disclosure of the Proposed Renewal of RRPT Mandate 9

   9. Statement by the Audit Committee 10

   10. Major Shareholder's and Directors' Interests 10

3. FINANCIAL EFFECTS OF THE PROPOSED RENEWAL OF RRPT 10 MANDATE
4. DIRECTORS' RECOMMENDATIONS 11
5. APPROVAL REQUIRED 11
6. 64TH AGM OF THE COMPANY 11
7. FURTHER INFORMATION 11

APPENDIX I FURTHER INFORMATION 12

APPENDIX II EXTRACT OF RESOLUTION IN RESPECT OF THE PROPOSAL 13

APPENDIX III ADMINISTRATIVE NOTES FOR LODGEMENT OF E-PROXY 15

FORM

[Registration No. 196101000252 (4295-W)] (Incorporated in Malaysia)

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 2025

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

Cheong Heng Choy (Senior Independent Non-Executive Director) Daisaku Wadami (Managing Director/Chief Executive Officer) Taishi Akiyama (Executive Director, Chief Finance Officer)

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

Akihiko Nozaki (Executive Director)

Zarina Binti Basar (Executive Director) To: The Shareholders of AMB Dear Sir/Madam,

At the Sixty-Third ("63rd") AGM of the Company held on 29 August 2024, 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 of the Company unless authority for its renewal is obtained from the shareholders of AMB at the forthcoming AGM of the Company.

On 25 June 2025, 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 of the Company.

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 Sixty-Fourth ("64th") AGM of the Company.

The 64th AGM of the Company is scheduled to be held physically at the Grand Ballroom of Bangi Resort Hotel, Off Persiaran Bandar, Bangi Golf Club, 43650

1