EPB Group Berhad: Comprehensive Circular on Proposed Shareholders’ Mandate for Recurrent Related Party Transactions

Introduction

EPB Group Berhad has issued a detailed Circular ahead of its Fourth Annual General Meeting (AGM), scheduled for 19 June 2026. The Circular seeks shareholder approval for two key resolutions: the Proposed Renewal of Shareholders’ Mandate for existing Recurrent Related Party Transactions (RRPTs) and a Proposed New Shareholders’ Mandate for additional RRPTs. These mandates are crucial for the Group’s business operations and regulatory compliance.

Key Points for Investors

• Proposed Mandates: The mandates allow EPB Group and its subsidiaries to continue engaging in RRPTs essential for day-to-day operations, without seeking separate approval for each transaction.
  Why it matters: This streamlines operations, reduces delays, and ensures business continuity, potentially enhancing revenue and mitigating operational risks.
• Nature of RRPTs: Transactions are of a revenue or trading nature, involving the sale of machinery, marketing fees, project incentives, technical services, and rental payments. These are carried out on normal commercial terms and not more favorable to related parties than to third parties.
• Price Sensitivity: The actual value of RRPTs must not exceed estimates by more than 10%. If this threshold is breached, EPB is required to make an immediate announcement, which could be price sensitive and impact share value.
• Related Parties: Transactions involve Directors, Major Shareholders, and Persons Connected, including Yeoh Chee Min, Ooi Kim Kew, Liew Meng Hooi, Stephen Chua Chee Keong, and entities such as PT Bestworld Perkasa, BW Perkasa UAE, Best Solution HK, and Best Solution Philippines.
• Estimated Values: The Circular provides detailed estimates of RRPTs, with some transactions reaching up to RM2,000,000 for the purchase of machineries and parts, and substantial rental and legal fee arrangements. These figures, if exceeded, will trigger regulatory disclosures.
• Review Mechanisms: EPB Group has established robust procedures for reviewing and approving RRPTs, including quarterly reporting to the Audit and Risk Management Committee, benchmarking against unrelated third party transactions, and annual internal audits. Any divergence from agreed procedures or thresholds will be reported and may result in a fresh shareholders’ mandate.
• Shareholder Interests: Interested Directors and Major Shareholders, as well as Persons Connected, are required to abstain from voting on the mandates. The Board assures that RRPTs are not detrimental to minority shareholders.
• Material Contracts & Litigation: No material litigation is reported. Material contracts include an underwriting agreement for the IPO and a significant land acquisition (RM22.5 million) for new industrial operations, which could have a long-term impact on EPB’s asset base and future expansion.
• Mandate Duration: If approved, the mandates will remain in force until the next AGM, or until revoked or varied by shareholders.
• Potential Share Price Impact: The renewal and extension of RRPT mandates indicate continued revenue generation from related parties, operational expansion, and strong internal governance. Any deviation from estimated RRPT values or adverse findings by the Audit Committee could trigger immediate announcements and affect investor sentiment and share price.

Important Information for Shareholders

• Voting Procedures: Shareholders unable to attend the AGM can appoint proxies or vote remotely via the Boardroom Smart Investor Portal. Proxy forms must be lodged at least 48 hours before the AGM.
• Material Shareholdings: Yeoh Chee Min (39.82% direct, 14.99% indirect), Ooi Kim Kew (14.99% direct, 39.82% indirect), and Liew Meng Hooi (13.23% direct) are substantial shareholders and key decision makers. Their abstention from voting on RRPTs is mandated to avoid conflicts of interest.
• Inspection of Documents: Shareholders may inspect the company’s constitution, audited financial statements, quarterly reports, and material contracts at the registered office up to the AGM date.

Detailed RRPTs Summary

Board Recommendation

The Board (excluding interested Directors and Major Shareholders) recommends shareholders vote in favor of the Proposed Shareholders’ Mandate, citing its alignment with EPB’s business objectives, operational efficiency, and protection of minority interests.

Conclusion

The renewal and extension of RRPT mandates is a critical step for EPB Group Berhad, supporting ongoing business with related parties and facilitating expansion plans. Investors should monitor announcements, especially if actual RRPT values exceed estimates or if new material contracts or litigation arise. The mandates strengthen EPB’s governance and financial transparency, which are positive for shareholder value, but any adverse deviation or conflict could impact share price.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should review the full Circular and consult their financial advisors before making any investment decisions. The information herein is based on the official Circular and may be subject to change or interpretation. EPB Group Berhad and its Board disclaim any liability for actions taken based on this article.

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