Willowglen MSC Berhad’s 28th AGM: Key Resolutions, Corporate Actions and Shareholder Updates

Willowglen MSC Berhad has issued its notice for the 28th Annual General Meeting (AGM), scheduled for Friday, 12 June 2026 at 10:00 a.m. at The Royal Selangor Golf Club, Kuala Lumpur. The AGM will address several important resolutions, many of which have potential implications for investors and could impact the company’s share price.

Key Points and Resolutions

• Financial Statements and Director Reports: Shareholders will receive audited financial statements for the financial year ended 31 December 2025, along with directors’ and auditors’ reports.
• Director Re-elections: Two directors, Simon Wong Chu Keong and Syed Feisal Alhady, are due for re-election under rotation. Their continued leadership may impact investor confidence.
• Director Fees and Benefits:
  • Approval sought for Directors’ fees amounting to RM199,000 for FY2025.
  • Non-Executive Directors’ benefits up to RM45,000, covering meeting allowances from the day after the AGM until the next AGM in 2027.
• Auditor Appointment: Messrs. Baker Tilly Monteiro Heng PLT is proposed for re-appointment as company auditors, with directors authorised to fix their remuneration.
• Authority to Issue Shares:
  • Directors seek renewed authority to issue and allot shares up to 10% of the current issued shares at their discretion, subject to regulatory approvals. This mandate provides flexibility for fundraising, potential acquisitions, and working capital needs, helping the company seize opportunities swiftly.
  • Waiver of Pre-emptive Rights: Shareholders’ statutory pre-emptive rights are waived, allowing new shares to be issued without offering them first to existing shareholders. This could be price sensitive if new shares are issued at a discount or for acquisition purposes.
• Recurrent Related Party Transactions:
  • Proposed renewal of mandate for recurrent related party transactions (RRPT) of a revenue or trading nature. These transactions are stated to be on terms not more favourable than those generally available to the public and not detrimental to minority shareholders.
  • RRPTs are necessary for day-to-day operations. Shareholders should note the significant involvement of major shareholders such as New Advent Sdn. Bhd. (NASB), with direct interest of 55.21%. Interested directors and major shareholders must abstain from voting.
• Share Buy-Back Authority:
  • Renewal sought for authority to buy back up to 10% of the total issued shares using retained profits. The company currently holds 11,263,600 treasury shares and could purchase up to 38,336,400 additional shares.
  • Purchased shares may be cancelled, held as treasury shares, distributed as dividends, resold, or used in employee share schemes/acquisitions.
  • Share buy-backs may positively influence earnings per share (EPS) and net asset (NA) per share if shares are bought below NA, but reduce working capital. Buy-backs may also increase major shareholders’ proportionate holdings.
  • The last traded price is RM0.260, with recent monthly highs and lows ranging between RM0.275 and RM0.240.
• Material Contracts:
  • Two significant disposal agreements signed on 1 April 2026:
    • Disposal of 25% equity interest in Willowglen (Malaysia) Sdn. Bhd. for RM10 million cash to Elixir II Pte. Ltd.
    • Disposal of 100% equity interest in Willowglen Services Pte. Ltd. to Elixir II (with Elixir I Pte. Ltd. involved) for RM175.2 million (RM72 million cash, RM103.2 million in new Elixir II shares).

    These disposals are likely to have a material impact on Willowglen’s financials, capital structure, and future earnings, and may be considered price sensitive.

Important Shareholder Information

• Proxy Voting: Shareholders may appoint more than one proxy; proxies need not be shareholders themselves. The Form of Proxy must be lodged at least 48 hours before the AGM.
• Record Date: Only shareholders listed in the Record of Depositors as at 5 June 2026 are eligible to participate or appoint proxies.
• Material Litigation: The company and subsidiaries are not engaged in material litigation or claims that may adversely affect its business.
• Inspection of Documents: Key documents, including the company’s Constitution and audited financial statements, are available for inspection up to the AGM date.

Potential Price-Sensitive Developments

• Share Issuance & Pre-emptive Rights: Flexibility to issue up to 10% new shares without pre-emptive rights may dilute existing holdings, but also enables agile fundraising or acquisitions.
• Share Buy-Backs: Buy-back authority could support the share price and improve EPS, but also reduces available cash for dividends or investments.
• Material Disposals: The sale of major subsidiaries for substantial cash and shares may significantly alter the company’s asset base, financial profile, and future earnings. Investors should monitor announcements relating to completion and impact of these disposals.
• Related Party Transactions: Continued RRPTs with major shareholders and directors, if not properly managed, may increase governance risks; however, the company has in place procedures and Audit Committee oversight to ensure arm’s length terms.

Conclusion

The upcoming AGM of Willowglen MSC Berhad will address several critical resolutions, including share issuances, buy-back authority, major asset disposals, and related party transactions. These corporate actions may materially affect the company’s capital structure, earnings, and share price. Investors are strongly encouraged to review the full AGM documents and monitor subsequent announcements, especially regarding completion of subsidiary disposals and any new share issuances.

Disclaimer

This article is prepared for informational purposes only and does not constitute investment advice or a solicitation to buy or sell securities. Investors should review official documents and consult their own advisers before making any investment decisions. Willowglen MSC Berhad and its advisors accept no liability for any loss arising from reliance on the information herein.

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