Naim Holdings Berhad Outlines Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions

Key Highlights from the Shareholders’ Circular

• Date of AGM: 26 May 2026, 10:00 a.m., Sapphire On The Park, Function Hall, Kuching, Sarawak.
• Purpose: Seeking shareholders’ approval to renew the mandate for recurrent related party transactions (RRPT) of a revenue or trading nature.
• Nature of Transactions: Primarily involves the sale and purchase of properties, including land or land-based property, between Naim Group and related parties.
• Mandate Validity: To be effective until the next AGM, unless revoked or varied by shareholders’ resolution.
• Disclosure and Compliance: Naim will disclose RRPTs in the annual report if the value exceeds the threshold and will immediately announce to Bursa Malaysia if any actual transaction value exceeds the estimated value by 10% or more.

Details of the Proposed Renewal and Its Implications

Background and Scope

The circular explains that Naim Holdings Berhad (Naim) is seeking to renew its shareholders’ mandate to enter into RRPTs that are necessary for the day-to-day operations of the Group. These transactions are expected to occur in the ordinary course of business and will be conducted on an arm’s length basis, not more favourable to related parties than transactions with the public.

The mandate covers transactions between Naim Group and its directors, major shareholders, and persons connected to them. The company has highlighted that the estimated aggregate value of these transactions is up to 10% of any one of the percentage ratios as per the Listing Requirements. The actual value transacted since the last AGM up to 31 March 2026 was reported as “Nil,” indicating no RRPTs occurred in that period.

Governance and Internal Controls

Naim has put in place stringent internal controls and procedures to ensure that all RRPTs are reviewed, approved, and conducted at market prices, not detrimental to minority shareholders. The Audit Committee reviews these transactions periodically, comparing them with at least two similar transactions with unrelated parties to ensure fairness.

The company maintains a register of all RRPTs and incorporates checks in the annual internal audit plan. The Audit Committee, comprising independent and non-independent directors, has confirmed the sufficiency of these controls.

Classes of Related Parties and Transactions

• Directors and Major Shareholders of Naim Group
• Persons Connected to the Directors or Major Shareholders

The transactions primarily involve the sale and purchase of properties, with the parties involved being unable to be ascertained at this juncture due to the nature of the business.

Financial Impact

• The renewal is not expected to have any effect on the net assets per share, earnings per share, gearing, share capital, or substantial shareholders’ shareholdings of Naim.

Rationale and Benefits

The mandate will streamline the process for conducting RRPTs, eliminating the need for separate announcements or shareholder meetings for each transaction. This will reduce administrative costs, improve efficiency, and allow management to focus on business objectives and opportunities.

Directors’ and Major Shareholders’ Interests

Several directors and major shareholders have direct and indirect interests in the company and will abstain from all board deliberations and voting on the resolution. Notably:

• Datuk Amar Abdul Hamed Bin Haji Sepawi: Direct (6.55%), Indirect (13.30%)
• Datuk Hasmi Bin Hasnan: Direct (11.15%), Indirect (27.05%)
• Island Harvests Sdn Bhd: 20.47%
• Tapak Beringin Sdn Bhd: 12.93%
• Hasmi & Associates Management Sdn Bhd: 6.47%

All directors have undertaken to ensure that connected persons will abstain from voting on the resolution.

Material Contracts and Litigation

The only material contract within the past two years is a Conditional Sale and Purchase Agreement dated 3 July 2024, between Naim Land Sdn. Bhd. and Onlyee Flora Sdn. Bhd. for the disposal of a 180.8-hectare parcel of land for RM223.38 million, completed in December 2024. There are no ongoing material litigations or claims that could impact the financial position of the Group.

Shareholder Action Required

Shareholders are encouraged to review the circular and make an informed decision at the AGM. Those unable to attend may appoint a proxy by submitting the Form of Proxy no later than 10:00 a.m. on 24 May 2026.

Potential Price Sensitivity and Investor Considerations

• This mandate, if approved, signals the likelihood of property transactions involving directors or major shareholders, which can have implications for corporate governance and perception of management integrity.
• The company’s robust internal controls and audit processes are designed to ensure fairness and transparency, potentially supporting investor confidence.
• The absence of material litigation or outstanding RRPT balances, as well as the completion of a major land disposal in 2024, strengthens the company’s financial and operational position.
• Any future RRPTs exceeding estimated values by 10% will be immediately announced to Bursa Malaysia, which could provide price-moving information depending on the nature and size of transactions.
• Investors should monitor future annual reports and Bursa announcements for updates on RRPTs, as significant transactions or changes in the involvement of related parties could affect share value.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors are advised to consult their own professional advisers and review all company disclosures before making any investment decisions.

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