ITMAX System Berhad Announces Key Shareholder Resolutions for 24th AGM

Summary of Key Proposals for Shareholders

ITMAX System Berhad (“ITMAX” or “the Company”) has issued a comprehensive circular to shareholders ahead of its 24th Annual General Meeting (AGM), scheduled for Monday, 8 June 2026. The AGM will be held at the Hyatt Place Kuala Lumpur Bukit Jalil, and will address several critical resolutions that could materially impact shareholders and the company’s share price.

Key Points for Investors

• Renewal and New Shareholder Mandates for Recurrent Related Party Transactions (RRPT):
  Shareholders are being asked to approve both a renewal and a new mandate authorizing ITMAX Group to enter into recurrent related party transactions of a revenue or trading nature. These transactions are essential to the group’s day-to-day operations and involve companies and individuals closely connected to major shareholders and directors.
• Renewal of Share Buy-Back Mandate:
  The Board is seeking renewal of the authority to purchase up to 10% of the total number of issued shares on Bursa Malaysia Securities. This could have a significant impact on the company’s share liquidity, earnings per share (EPS), and net asset (NA) per share.
• Disclosure and Governance:
  Both resolutions are subject to strict governance and disclosure requirements. Related parties must abstain from voting, and all transactions are reviewed by the Audit and Risk Management Committee (ARMC) to ensure fairness and prevent detrimental effects to minority shareholders.

Detailed Information on RRPT Mandate

Scope and Rationale

The RRPT mandate covers a broad array of transactions between ITMAX and entities related to its major shareholders, such as Sena Holdings, SHS Group, Modal Saujana, Top Compliment, and other companies linked to Tan Sri Dato’ (Dr.) Tan Boon Hock and his family. These include:

• Medical fees paid for employee eye treatment services to OESC Group
• Rental income and expenses from various premises, including offices, hostels, and storage facilities
• Contract revenue from services such as video surveillance, maintenance, and smart healthcare system integration

The estimated aggregate value for some of these transactions is substantial, e.g., contract revenue from SHS Group is expected to reach up to RM50 million over the mandate period. All RRPTs are stated to be at arm’s length and on commercial terms not more favourable to related parties than market rates.

Governance and Shareholder Safeguards

• The ARMC and Board review all RRPTs quarterly.
• Related parties (directors, major shareholders, and persons connected) must abstain from deliberation and voting.
• Immediate announcement to Bursa Malaysia is required if actual transaction values exceed disclosed estimates by 10% or more.

Potential Price-Sensitive Information

• Significant RRPT values: Large transaction volumes (e.g., RM50 million from SHS Group) could materially impact revenue and profits.
• Family and major shareholder control: Many RRPT counterparties are owned or controlled by the family of the Managing Director and major shareholders, highlighting potential governance scrutiny and the need for investor vigilance.

Renewal of Share Buy-Back Mandate: Implications and Details

Mandate Details

• The Board seeks authority to buy back up to 10% of issued shares (maximum of 103,586,008 shares based on current issued capital).
• Purchases may be funded via internally generated funds and/or bank borrowings, not exceeding retained profits (RM130.76 million as at 31 December 2025).
• Shares bought back can be cancelled, held as treasury shares, distributed as dividends, resold, or used for employee share schemes.
• No purchases or treasury shares actions in the last 12 months as of the date of the circular.

Financial and Market Impact

• EPS and NA per Share: Buy-backs can improve EPS and NA per share if shares are cancelled or held as treasury shares.
• Share Capital Reduction: Cancelling purchased shares would reduce issued share capital, potentially increasing major shareholder percentage holdings.
• Public Spread: The Board will ensure that public shareholding spread (currently 51.53%) stays above regulatory minimums post-buy-back.
• Mandatory Takeover Code: The company will avoid actions that could trigger a mandatory takeover offer under Malaysian law, unless an exemption is granted by the Securities Commission.

Historical Share Price Data

The company’s shares have traded between RM3.16 and RM5.22 over the past 12 months, with the last traded price at RM4.55.

Directors’ and Major Shareholders’ Interests

• Major shareholding concentration: Sena Holdings owns 48.4% of ITMAX, controlled by Tan Sri Dato’ (Dr.) Tan (70%) and his son Tan Wei Lun (30%).
• Family members and connected persons (including Puan Sri Datin Lim and TSC) are directly and indirectly involved in many related party transactions.
• All interested parties have undertaken to abstain from deliberation and voting on the relevant resolutions.

Important Actions for Shareholders

• Shareholders are strongly advised to review the full details of the circular and consider the potential impact of these resolutions on company governance, earnings, and share value.
• Participation at the AGM or voting by proxy is encouraged, especially given the potentially price-sensitive and high-value nature of the RRPT and share buy-back mandates.
• The circular and AGM documents are available on the company’s website.

Conclusion

The proposed renewal of the RRPT and share buy-back mandates are significant corporate actions with the potential to influence ITMAX’s earnings, share structure, governance, and market perception. The scale of related party transactions and the possibility of substantial share buy-backs are factors that investors should monitor closely for their potential to move the company’s share price.

Disclaimer: This article is based on the official shareholder circular and related documents from ITMAX System Berhad. It is intended for informational purposes only and does not constitute investment advice. Investors should consult their financial advisors and review the full AGM documents and circular before making any investment decisions.

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