09:25 AEON STORES<00984> - Announcement (2) Commission Payment Transactions Under the Agreement, the Company shall pay to Aeon Credit commissions in return for Aeon Credit providing customers of the Company with various credit purchase and hire purchase facilities. The commissions are calculated on the basis of a fixed percentage of the sales generated by the credit purchase or hire purchase facilities provided by Aeon Credit. Currently, the Company has agreed to pay commissions to Aeon Credit for providing the following credit facilities to customers of the Group: (i) credit purchase facilities made available to customers of the Group for making purchases at the Group's stores using AEON JUSCO VISA Card, AEON JUSCO MasterCard, AEON JUSCO American Express Credit Card and any other co-branded credit cards; and (ii) hire purchase facilities made available to customers of the Group for making purchases of selected goods and/or services at the Group's stores. The commission rates payable by the Company to Aeon Credit in respect of the current Commission Payment Transactions are determined by agreement between the Company and Aeon Credit from time to time after negotiations at arm's length. In negotiating and agreeing the commission rates and other terms of the Commission Payment Transactions with Aeon Credit, the Company take into account the prevailing market commission rates for similar types of transactions that are offered by competitors of Aeon Credit to the Company and gives credit to Aeon Credit for any additional services provided by Aeon Credit which are not offered by competitors of Aeon Credit. The Agreement also provides that, subject to compliance with the Listing Rules, the Company and Aeon Credit may also enter into additional Commission Payment Transactions in respect of other credit cards, hire purchase facilities and/or other credit purchase facilities that may be provided by Aeon Credit to the Group's customers from time to time. The Company will negotiate and agree the commission rates and other terms of future Commission Payment Transactions with Aeon Credit on the current basis as mentioned above. The Directors, including all the independent non-executive directors, consider that the Agreement and the Commission Payment Transactions are on normal commercial terms, that their respective terms are fair and reasonable and in the interest of the Company and its shareholders as a whole and that the entry into the Agreement and the Commission Payment Transactions is in the ordinary and usual course of the Company's business. The Annual Cap The Directors estimate that the maximum aggregate amount (the "Annual Cap") payable in respect of the Commission Payment Transactions under the Agreement will not exceed HK$20,900,000. The Annual Cap has been determined by reference to the highest annual amount paid by the Company to Aeon Credit in respect of the Commission Payment Transactions during the past three years to which a cushion of 15% has been added to provide flexibility to take account of possible changes in the volume of Commission Payment Transactions. The Company will comply with the continuing obligations under Rules 14A.37-41 of the Listing Rules and will re-comply with the relevant Listing Rules if the Annual Cap is exceeded, when the Agreement is renewed and when there is a material change to its terms. General The principal activities of the Group are the operation of general merchandise stores. The principal activities of Aeon Credit are the provision of consumer credit finance services including the issue of credit cards, the provision of vehicle financing, hire purchase financing and personal loan financing.