Perdana Petroleum Berhad Seeks Shareholder Approval for Renewal of Mandate on Recurrent Related Party Transactions

Perdana Petroleum Berhad (“Perdana” or “the Company”) has issued a Circular to Shareholders for its upcoming 30th Annual General Meeting (AGM), scheduled for 20 May 2026 at Tropicana Golf & Country Resort, Petaling Jaya. The AGM will seek, among other matters, shareholder approval for the Proposed Renewal of the Existing Shareholders’ Mandate for Recurrent Related Party Transactions (RRPT) of a Revenue or Trading Nature.

Key Points for Investors

• Nature of the Mandate: The renewal will allow Perdana Group to continue entering into RRPTs with Dayang Enterprise Holdings Berhad (DEHB) Group and other related parties for the ordinary course of business. These transactions mostly involve the chartering of vessels owned or leased by Perdana Group to DEHB Group for their own use.
• Estimated Value: The estimated value of the RRPT from the forthcoming AGM (20 May 2026) to the next AGM (expected June 2027) is up to RM140 million. The actual value of such transactions for the period 21 May 2025 to 31 March 2026 was RM31.7 million.
• Principal Activities: Perdana is primarily involved in investment holding and the provision of administrative and management services to its subsidiaries engaged in marine support services for the oil and gas industry. Subsidiaries are listed with full details of their activities and equity interests.
• Related Party Details: The mandate encompasses transactions with directors, major shareholders, and persons connected with them, including several individuals with direct or indirect shareholding interests in both Perdana and DEHB. Notably, DEHB holds a direct 63.42% shareholding in Perdana.

Why This Matters for Shareholders and Share Price

• Revenue and Earnings Stability: The RRPTs, especially the long-term vessel charters to DEHB, are expected to provide earnings stability for Perdana Group by securing predictable, recurring income streams.
• Synergy with Major Shareholder: The DEHB Group — Perdana’s major shareholder — is a leading player in offshore hook-up, commissioning, and topside maintenance, creating business synergies and operational reliability for both parties.
• Corporate Governance and Minority Protection: The mandate renewal is subject to strict Bursa Malaysia Main Market Listing Requirements to ensure fairness and transparency. All RRPTs must be transacted at arm’s length and on terms not more favourable to related parties than those available to the public, with review procedures in place involving the Audit and Risk Management Committee and internal audits.
• Abstention and Voting: Interested Directors and Major Shareholders, including those with direct and deemed interests in Perdana and DEHB, must abstain from voting on the resolution. This is a safeguard for minority shareholders.
• Outstanding Receivables: As of 31 December 2025, Perdana Nautika Sdn Bhd (PNSB), a Perdana subsidiary, had RM14.2 million outstanding from related parties, all aged less than one year. No late payment interest was charged due to back-to-back payment arrangements with end users. The Board considers these amounts fully recoverable.
• No Impact on Share Capital or Dividend Policy: The proposal will not affect Perdana’s earnings per share, net assets, issued and paid-up share capital, or dividend rate in the immediate term, but may contribute positively to future earnings if executed as planned.
• Regulatory and Legal Status: The Company declared that there are no ongoing material litigations or undisclosed material contracts affecting the financial position of the Group.

Important Shareholder Actions

• Shareholders are encouraged to review the Circular in detail and attend or vote by proxy at the 30th AGM. The Proxy Form must be lodged by 9:00 a.m. on 18 May 2026.
• Interested parties and their connected persons must abstain from voting, protecting the interests of minority shareholders.

Potential Share Price Impact

• Upside: If approved and executed, the renewed mandate could enhance revenue visibility and business continuity for Perdana, supporting share price stability or upside, especially if vessel charter utilization rates remain high and receivables are well managed.
• Risks: Significant reliance on a major shareholder for business (DEHB Group) could be seen as a concentration risk. Any deterioration in DEHB’s financial health or changes to the regulatory environment around related party transactions could impact profitability or the ability to execute these RRPTs.

Board Recommendation

The Board of Directors (excluding interested directors) recommends shareholders vote in favour of the Proposed Renewal of Shareholders’ Mandate, deeming it in the best interest of the Company and its shareholders.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult with qualified financial advisors before making investment decisions.

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