Vizione Holdings Berhad: Comprehensive Investor Update on Proposed Renewal of Shareholders’ Mandate for RRPT

Key Highlights and Investor-Relevant Details

Vizione Holdings Berhad has released a Circular to Shareholders regarding the Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party Transactions (RRPT) of a revenue and/or trading nature. The resolution will be tabled at the upcoming 26th Annual General Meeting (AGM) scheduled for 14 May 2026.

What is the Proposed Shareholders’ Mandate?

• Allows Vizione and its subsidiaries to enter into RRPTs with related parties, necessary for day-to-day operations, on terms not more favourable to the related parties than those available to the public.
• The mandate is subject to annual shareholder renewal and strict compliance with Bursa Malaysia Listing Requirements.
• Disclosure of RRPTs includes transaction types, values, and identities of related parties in the annual report.
• The mandate is valid until the next AGM unless renewed, revoked, or varied by shareholders.

Classes of Related Parties & Nature of Transactions

• Midlands City Sdn. Bhd. (MCSB): Major RRPT counterparty. Estimated aggregate value for the forthcoming year is RM50 million (down from RM150 million previously). Actual value transacted recently was RM53,910.
• Other Related Parties: KL Northgate Sdn. Bhd. (KLNGSB), with outstanding receivables as at 30 November 2025 totaling RM9.015 million (over 3 years overdue).
• RRPTs include provision/receipt of construction, management and consultancy services, contract labour, purchase/supply of materials, equipment, and rental of plant, machinery, and office space.

Potentially Price-Sensitive Information

• Outstanding Receivables: As at the latest practicable date, Vizione Group had sizeable overdue receivables from MCSB (RM37.086 million) and KLNGSB (RM9.015 million), with amounts outstanding for more than 3 years. No impairment has been made. The Board (excluding interested parties) and Audit Committee believe these are recoverable, with ongoing discussions for repayment schedules aiming for full settlement within two years.
• Material Litigations:
  • VCSB (subsidiary) vs Cedy Third Contracting And Trading (M) Sdn. Bhd. (CTCTSB): Arbitration ongoing with disputed sum of RM12.9 million. No provision made as outcome is undetermined.
  • Legal actions involving Pembinaan Gerak Yakin Sdn. Bhd. (PGYSB): RM7.2 million successfully recovered after winding-up proceedings and settlements.
  • YHF Construction Sdn. Bhd. vs VBSB: Winding-up petition for RM1.66 million; settled for RM1.35 million.
  • Consortium Zenith Construction Sdn. Bhd. vs VCSB: Claim for constructive trust and restitution. Court trial scheduled for March 2027.
  • JL-Edison Holdings Sdn. Bhd. vs ZUDSB, Vizione, and Dato’ Ng: Breach of consultancy agreement and tort of deceit. Trial scheduled for June 2026.
  • Henry Butcher Real Estate (Penang) Sdn. Bhd. vs ZUDSB: Claim for RM2.067 million. Application for production of documents pending.
• Contingent Liabilities: Corporate guarantees totaling RM112.368 million extended to financial institutions and third parties to secure construction contracts. These guarantees are not expected to impact group financials unless called upon.
• Shareholder and Director Interests: Dato’ Ng is both a director and major shareholder of MCSB and KLNGSB. He and persons connected to him will abstain from voting on the relevant resolution. His direct and indirect shareholding in Vizione totals 0.214%.
• Review Procedures: Extensive controls in place for RRPT approval, including Audit Committee oversight, quarterly reviews, price comparisons with third parties, and annual audit reviews. Transactions exceeding RM1 million require Board approval.
• Rationale: The mandate allows Vizione Group to transact efficiently with related parties, pursue time-sensitive business opportunities without convening ad-hoc general meetings, maintain confidentiality when needed, and reduce meeting costs.
• Earnings Impact: The mandate is expected to contribute positively to earnings and net assets during its period, though no direct effect on share capital or shareholdings.

Important AGM Information

• 26th AGM is scheduled for 14 May 2026 at 3:00 p.m. at Crystal Crown Hotel Petaling Jaya.
• Shareholders are urged to review the Circular and Annual Report 2025, and vote on the resolution for the Proposed Shareholders’ Mandate.
• Proxy forms must be submitted at least 48 hours before the meeting, or 24 hours before a poll.

Documents for Inspection

• Constitution of Vizione
• Audited financial statements for FYE 31 May 2024 and FPE 30 November 2025
• Cause papers for material litigation
• Available at Vizione’s registered office during business hours until AGM

Investment Considerations

• Investors should closely monitor resolution of overdue receivables and ongoing litigation, as these may affect future earnings, cash flow, and risk profile.
• Material guarantees and exposure to related party risks warrant attention; any negative developments (e.g., defaults or legal losses) could impact share price.
• Positive outcomes from litigation or successful recovery of receivables may improve financial standing and sentiment.
• Shareholders’ approval of the mandate is crucial for operational flexibility; failure to renew may disrupt normal business operations.

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