Ramssol Group Berhad Seeks Shareholder Approval for Renewal of Share Buy-Back Authority

Key Highlights for Investors

• Ramssol Group Berhad is seeking shareholder approval for the renewal of its authority to purchase up to 10% of its own shares on the open market.
• The proposal will be tabled as Special Business at the upcoming 6th Annual General Meeting (AGM) scheduled for 5 June 2026 at St. Regis Kuala Lumpur.
• The share buy-back can be executed anytime within the approved mandate period, subject to compliance with the Companies Act 2016, ACE Market Listing Requirements, and other relevant guidelines.

Details of the Proposed Share Buy-Back Renewal

• The maximum number of shares to be purchased is 10% of the total issued shares, which is up to 40,415,925 shares based on the current issued capital of 404,159,253 shares.
• The authority, if approved, will remain effective until the conclusion of the next AGM, unless earlier revoked or renewed by shareholders.
• The Board retains discretion on whether to cancel the purchased shares, hold them as treasury shares, resell them, distribute them as dividends, transfer under employee share schemes, or use for other approved purposes.
• No obligation is imposed on the Board to undertake the share buy-back – it provides flexibility to act when market conditions are favorable.

Rationale Behind the Share Buy-Back

• To take advantage of favorable market conditions and optimize the Group’s capital structure.
• To potentially stabilize Ramssol’s share price by managing supply and demand dynamics.
• To enhance earnings per share (EPS) by reducing the number of shares in the market, which may positively impact the share price.
• To provide the Board with the flexibility to utilize treasury shares for dividends, employee incentives, or other strategic purposes.

Potential Advantages and Disadvantages

Advantages

• Helps counter speculation and stabilize share price, boosting investor confidence.
• Possible increase in EPS and dividend per share if shares are cancelled.
• Opportunity for shareholders to benefit from share dividends or resales of treasury shares at higher prices.
• Ability to utilize shares for employee share schemes or as consideration for acquisitions.

Disadvantages

• Reduction in Group’s financial resources, potentially foregoing other investment opportunities.
• Reduction in retained profits may limit immediate future dividend distributions.
• Possible increase in company gearing if funded by borrowings.

Funding and Financial Impact

• The buy-back will be funded via a combination of internally generated funds and/or borrowings. There are no restrictions as long as the funds are backed by retained profits.
• As of 31 December 2025, the company recorded audited accumulated losses of RM12.65 million and unaudited accumulated losses of RM14.84 million, indicating that the company must ensure sufficient retained profits for any buy-back.
  This is a critical financial consideration for shareholders.
• Should the buy-back be fully executed and all shares cancelled, the issued share capital would decrease from 404,159,253 to 363,743,328 shares.
• If treasury shares are resold at a gain, it would improve net assets per share; if resold at a loss, it would decrease net assets per share.
• EPS is expected to increase if shares are cancelled or held as treasury shares, as earnings are divided among fewer shares.
• Working capital will decrease by the amount used for buy-backs but may recover if treasury shares are resold at a profit.
• The company’s gearing ratio may increase if borrowings are used to fund the buy-back.
• Dividend rate may potentially increase due to fewer shares in issue post-cancellation, but available cash for dividends may reduce due to the outflow for buy-back.

Shareholding Structure and Impact

• Major shareholder Datuk Wira Ts. Tan Chee Seng holds 19.42% of shares, which would rise to 21.58% after a full buy-back (assuming cancellation), without any change in actual shares held.
• Public shareholding spread stands at 61.77% and would drop to 57.52% if the buy-back is fully carried out, but remains above the 25% minimum required by Bursa Malaysia.
• No implications under the Malaysian Code on Take-Overs and Mergers are currently anticipated, as the buy-back is not expected to trigger a mandatory general offer.
• No treasury shares are currently held by the company, nor have there been any purchases, resales, transfers, or cancellations of shares in the past 12 months.

Share Price Information

• Over the past 12 months, the share price has ranged from a low of RM0.735 to a high of RM1.09.
• The last traded price before the issuance of this statement was RM0.80 per share.

Board Recommendation

The Board of Directors, after due consideration, is of the opinion that the Proposed Renewal of Authority for Share Buy-Back is in the best interest of the company and its shareholders. Shareholders are recommended to vote in favor of the proposal at the upcoming AGM.

Important Notes for Shareholders

• Shareholders who wish to appoint a proxy must submit the Form of Proxy by 3 June 2026, 10.30 a.m.
• All relevant documents, including the company’s constitution and financial statements, are available for inspection at Ramssol’s registered office during normal business hours until the AGM date.

Price-Sensitive Factors

• The execution of a share buy-back, especially in the context of current accumulated losses, could significantly affect Ramssol’s share price, EPS, and market perception.
• Active share buy-back programs are often viewed positively by the market as a signal of management’s confidence in the company’s future prospects, but investors should also note the impact on cash flow and future dividend capacity.
• Any substantial action or change in the company’s capital structure, especially a 10% reduction in share capital, is likely to be price sensitive and could drive significant share price movement.

Disclaimer: This article is based on the Share Buy-Back Statement issued by Ramssol Group Berhad. It is intended for informational purposes only and does not constitute investment advice. Investors are advised to conduct their own research and consult with professional advisers before making any investment decisions. The company’s actual actions and market conditions may differ from the scenarios described above.

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