【CTOS 5301 交流专区】

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Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	PROPOSED ACQUISITION BY CTOS DIGITAL BERHAD ("CTOS") OF 210,000 ORDINARY SHARES IN RAM HOLDINGS BERHAD ("RAM"), REPRESENTING 2.1% OF THE TOTAL PAID UP SHARE CAPITAL IN RAM, FROM MUFG BANK (MALAYSIA) BERHAD FOR A TOTAL CASH CONSIDERATION OF RM5,985,000 (PROPOSED ACQUISITION)
The Board of Directors of CTOS wishes to announce that pursuant to Paragraph 10.05 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company has on 26 September 2022 entered into Share Purchase Agreement with MUFG Bank (Malaysia) Berhad to acquire 210,000 ordinary shares in RAM representing 2.1% of the total paid up share capital in RAM, for a total cash purchase consideration of RM5,985,000 (“the Proposed Acquisition”). Please refer to the attachment for further details of the Proposed Acquisition.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3294513

Attachments Ann Details_Acq from MUFG (FINAL).pdf

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CTOS DIGITAL BERHAD

Date of change	30 Sep 2022
Name	MR DENNIS COLIN MARTIN
Age	58
Gender	Male
Nationality	New Zealand
Designation	Vice Chairman
Directorate	Non Independent and Non Executive
Type of change	Resignation
Reason	Personal Reasons

Date of change	30 Sep 2022
Name	MR ERICK HAMBURGER BARRAZA
Age	52
Gender	Male
Nationality	Colombia
Designation	Executive Director
Directorate	Executive
Type of change	Appointment

Qualifications

No	Qualifications	Major/Field of Study	Institute/University	Additional Information
1	Masters	Master of Business Administration (MBA)	MIT Sloan School of Management
2	Degree	Bachelor of Science, Pontificia	Universidad Javeriana, Colombia
3	Others	General Management Program	Harvard Business School

Working experience and occupation	Before joining CTOS, he was the President and CEO of Experian Colombia and Mexico, where he was instrumental in its transformation into a digital solutions provider. He has over 28 years of vast experience in corporate strategy and international credit reporting sector. Before Experian, he was the CEO of Publicar Colombia, transformed traditional yellow pages business into a multimedia solutions company, introducing mobile phone, online, social networks and e-commerce businesses. Prior to that, he was the President of Latin America, Brightpoint (wireless device lifecycle services company), Director of Strategy & Business Development in Motorola, USA and Manager in Mckinsey, Miami.
Directorships in public companies and listed issuers (if any)	None
Family relationship with any director and/or major shareholder of the listed issuer	None
Any conflict of interests that he/she has with the listed issuer	None
Details of any interest in the securities of the listed issuer or its subsidiaries	150,000 ordinary shares

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CTOS DIGITAL BERHAD

Particulars of substantial Securities Holder

Name	INODES LIMITED
Address	Tortola Pier Park, Building 1, Second Floor, Wickhams Cay I, Road Town Tortola, Virgin Islands, British.
Company No.	1826806
Nationality/Country of incorporation	Virgin Islands, British
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	02 Feb 2023	284,806,000	Disposed	Direct Interest
	Name of registered holder	INODES LIMITED
	Address of registered holder	Tortola Pier Park, Building 1, Second Floor, Wickhams Cay I, Road Town Tortola, British Virgin Islands
	Description of "Others" Type of Transaction

Circumstances by reason of which change has occurred	Disposal of Shares
Nature of interest	Direct Interest
Direct (units)	329,126,100
Direct (%)	14.248
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change	329,126,100
Date of notice	02 Feb 2023
Date notice received by Listed Issuer	02 Feb 2023

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Type	Announcement
Subject	OTHERS
Description	CTOS Digital Berhad ("CTOS" or "the Company")Litigation Case between Suriati Binti Mohd Yusof and CTOS Data Systems Sdn. Bhd.
Regarding the recent High Court matter between Suriati Binti Mohd Yusof ("Plantiff") and CTOS Data Systems Sdn. Bhd. (“CDS”),a wholly-owned subsidiary of the Company, where judgement was made in favour of the Plaintiff, the Board of Directors of CTOS wishes to inform that CDS has been advised that there is basis for an appeal and consequently has lodged a Notice of Appeal to the Court of Appeal. There was no material losses anticipated as a result of this matter and no provisions shall be required.

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Notice of Interest Sub. S-hldr (Section 137 of CA 2016)

CTOS DIGITAL BERHAD

Particulars of Substantial Securities Holder

Name	KUMPULAN WANG PERSARAAN (DIPERBADANKAN)
Address	Level 36, Integra Tower The Intermark 348 Jalan Tun Razak Kuala Lumpur 50400 Wilayah Persekutuan Malaysia.
Company No.	KWAPACT6622007
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares
Name of registered holder	Kumpulan Wang Persaraan (Diperbadankan)
Address of registered holder	Level 36, Integra Tower, The Intermark, 348 Jalan Tun Razak, 50400 Kuala Lumpur.

Date interest acquired & no of securities acquired
Date interest acquired	12 Mar 2024
No of securities	28,809,700
Circumstances by reason of which Securities Holder has interest	Acquisition of shares in open market by KWAP's Fund Manager
Nature of interest	Indirect Interest
Total no of securities after change
Direct (units)
Direct (%)
Indirect/deemed interest (units)	135,510,500
Indirect/deemed interest (%)	5.866
Date of notice	13 Mar 2024
Date notice received by Listed Issuer	13 Mar 2024

Name	KUMPULAN WANG PERSARAAN (DIPERBADANKAN)
Address	Level 36, Integra Tower The Intermark 348 Jalan Tun Razak Kuala Lumpur 50400 Wilayah Persekutuan Malaysia.
Company No.	KWAPACT6622007
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	12 Mar 2024	1,374,500	Disposed	Indirect Interest
	Name of registered holder	Kumpulan Wang Persaraan (Diperbadankan)
	Address of registered holder	Level 36, Integra Tower, The Intermark, 348 Jalan Tun Razak, 50400 Kuala Lumpur
	Description of "Others" Type of Transaction

Circumstances by reason of which change has occurred	Disposal of shares in open market by KWAP's Fund Manager
Nature of interest	Indirect Interest
Direct (units)
Direct (%)
Indirect/deemed interest (units)	134,136,000
Indirect/deemed interest (%)	5.807
Total no of securities after change	134,136,000
Date of notice	13 Mar 2024
Date notice received by Listed Issuer	13 Mar 2024

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Type	Announcement
Subject	OTHERS
Description	CTOS Digital Berhad ("CTOS" or "the Company")Litigation Case between Suriati Binti Mohd Yusof and CTOS Data Systems Sdn. Bhd.
Reference is made to the previous announcement released on 11 March 2024 in relation to the litigation case between Suriati binti Mohd Yusof and CTOS Data Systems Sdn Bhd ("CDS"). The Board of CTOS wishes to provide additional information as below: 1. Specific Date of lawsuit filed against CDS Suriati binti Mohd Yusof (“Plaintiff”) had filed a Writ Summons against CDS on 29 January 2020. 2. The Particular of Claim under Litigation The Plaintiff alleged that by reason of CDS, as a credit reporting agency, having breached its purported duty of care to her, her ability to obtain bank loans had been impacted. The Plaintiff further claimed that she had accordingly been defamed by CDS. The Plaintiff claimed against CDS for, amongst other things:- a) Injunctions against CDS requiring it to obtain accurate and up-to-date credit information concerning the Plaintiff from Bank Negara Malaysia, Suruhanjaya Syarikat Malaysia and other agencies and sources of credit information so as to correct her credit report with the aim of properly reflecting her financial standing and credit worthiness; b) A declaration that CDS was negligent in collecting, compiling, and distributing the Plaintiff’s credit information; and c) Damages (general, aggravated and exemplary), interest and costs. The Plaintiff did not seek a specified amount of damages. 3. Circumstances leading to commencement of Litigation Before the Plaintiff filed her claim against CDS, CDS had received and attended to the complaints raised by the Plaintiff with CDS in accordance with CDS’ complaints procedure/customer redress mechanism. That procedure/mechanism complies with the requirements for the same under the Credit Reporting Agencies Act 2010 (CRA Act). CDS received complaint from the Plaintiff on 24 June 2019 regarding eTR submitted by CDS’ Subscriber, Webe (formerly known as Packet One Networks Sdn Bhd). CDS had investigated and responded to the Plaintiff’s complaints. Webe had decided to remove the eTR on 16 October 2019 and CDS had replied to the Plaintiff with the latest MyCTOS report. On 30 October 2019, the Plaintiff emailed CDS and enquired as to the contents of the MyCTOS report on, amongst other things, the Plaintiff’s Credit Score. CDS explained that CTOS Score was calculated on the basis of a combination of information in CDS’ database and CCRIS pertaining to the Plaintiff’s payment history, amounts owed, length of credit history, credit mix and new credit. Since the Plaintiff only maintained a credit facility with only 1 bank, there was insufficient credit behaviour. This was one of the factors on which the score algorithm analysis was based. Subsequently, CDS received Notice of Demand from the Plaintiff’s counsel on 2 December 2019 and the Writ of Summons on 29 January 2020. 4. Potential Financial and Operational Impact of the Litigation / Judgment on CTOS and its Subsidiaries (the Group) On 7 February 2024, the Kuala Lumpur High Court Judge Akhtar Tahir had allowed the Plaintiff’s claim. A judgement was entered against CDS as follow:- General damages in the sum of RM200,000; Interest on the Judgement Sum at 5%; and Costs of RM50,000. The learned Judge did not make any injunctive order against CDS to the effect that it was to in any way desist from conducting its credit reporting operations, particular the inclusion of a Credit Score in credit reports. The Judge, however, did make an incidental observation that the CRA Act did not have any provision empowering CDS to formulate a credit score or to create its own criteria or percentage to formulate the same. This was not an issue raised by the Plaintiff in her Statement of Claim, which was more concerned with whether CDS had exercised due care in reporting her credit information and that the Credit Report published by CDS was defamatory. As it was not raised, CDS did not have the opportunity to explain the requirements of the regulatory framework and its full compliance with the same. CDS has appealed the whole of the decision of the High Court to the Court of Appeal on 8 February 2024 and had further filed an application to stay the execution of the judgment of the High Court. CDS has been advised that CDS has a good chance of success in its appeal having regard to the following broad grounds, inter alia: a) There is no duty of care to protect reputation. Reputational loss must be made the subject of a claim in defamation. The High Court did not find that CDS had defamed the Plaintiff. It found, instead, that CDS had breached its duty of care to the Plaintiff; b) To the extent that it can be said that the observation of the learned Judge regarding the absence of any provision under the CRA Act empowering CDS to formulate a credit score was a finding where CDS did not have the benefit of natural justice as it was not part of the Plaintiff’s claim and CDS had thus not been afforded a full opportunity to be heard. In this regard, it was not in evidence that the Plaintiff had lodged a complaint with the Registrar under the CRA Act against CDS for it having acted in contravention of the said statute; and c) In any event, the Credit Score is part of MyCTOS Reports. There was no evidence before the High Court that the said reports were published to third parties such that it could be said that there had a publication for the purposes a claim in defamation. As noted above, the High Court did not find in favour of the Plaintiff in this regard. There are no material losses anticipated as a result of this matter and no provisions shall be required.

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SUMMARY OF KEY FINANCIAL INFORMATION 30 Jun 2024

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Jun 2024	30 Jun 2023	30 Jun 2024	30 Jun 2023
		$$'000	$$'000	$$'000	$$'000

1	Revenue	76,642	62,242	148,222	121,836
2	Profit/(loss) before tax	27,155	26,080	49,418	48,020
3	Profit/(loss) for the period	25,376	21,132	46,034	37,709
4	Profit/(loss) attributable to ordinary equity holders of the parent	25,502	21,132	46,323	37,709
5	Basic earnings/(loss) per share (Subunit)	1.10	0.90	2.00	1.60
6	Proposed/Declared dividend per share (Subunit)	0.78	0.55	1.42	0.98
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.2500		0.2600

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CTOS DIGITAL BERHAD

Entitlement subject	Second Interim Dividend
Entitlement description	Second Single Tier Interim Dividend of 0.78 sen per share
Ex-Date	29 Aug 2024
Entitlement date	30 Aug 2024
Entitlement time	05:00 PM
Financial Year End	31 Dec 2024
Period
Share transfer book & register of members will be	to  closed from (both dates inclusive) for the purpose of determining the entitlement
Payment Date	27 Sep 2024
a.Securities transferred into the Depositor's Securities Account before 4:30 pm in respect of transfers	30 Aug 2024
b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit
c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange.
Number of new shares/securities issued (units) (If applicable)
Entitlement indicator	Currency
Announced Currency	Malaysian Ringgit (MYR)
Disbursed Currency	Malaysian Ringgit (MYR)
Entitlement in Currency	Malaysian Ringgit (MYR) 0.0078

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Type	Announcement
Subject	OTHERS
Description	CTOS DIGITAL BERHAD ("CTOS" or "the Company")Change in Dividend Policy
The Board of Directors of CTOS wishes to announce that the Company will change its dividend policy starting from financial year ending 31 December 2024. New Dividend Policy CTOS targets to pay dividends in the range of 60% to 70% (from 60% previously) of its profit attributable to the owners of the Company for each financial year on a consolidated basis after taking into account working capital, maintenance capital and committed capital requirements of the Company and its subsidiaries. The revised dividend policy is to reward shareholders for their support, through dividend payments, when the Company records positive and sustainable financial performance. The Board also aims to achieve an optimum balance between efficient capital management and providing shareholder returns through dividends. This announcement is dated 19 August 2024.