Taliworks Corporation Berhad Announces Proposed Renewal of Shareholders’ Mandate for RRPTs

Date: 29 April 2026

Event: Special resolution at 35th AGM on 10 June 2026

Key Points of the Report

• The Board of Taliworks Corporation Berhad (“Taliworks”) is seeking shareholder approval to renew the existing mandate for Recurrent Related Party Transactions (RRPTs) of a revenue or trading nature at the upcoming AGM.
• This mandate allows Taliworks Group to carry out RRPTs with specified Related Parties, which are crucial for day-to-day operations. The mandate is subject to annual renewal.
• Mandate covers transactions involving Major Shareholders, Directors, and Persons Connected to them. The estimated values and nature of these RRPTs are disclosed in the circular.
• Key RRPTs include:
  • Provision of IT services and hardware/software sales by Exitra Sdn Bhd and Exitra Solutions Sdn Bhd (estimated value: RM1.55 million until next AGM).
  • Management services rendered by Taliworks to SWM Environment Holdings Sdn Bhd (“SWMEH Group”), with a fixed annual fee of RM3.272 million.
  • Infrastructure project guarantees and possible sub-contracting with LGB Engineering Sdn Bhd (“LGBE”), with values not quantified at this juncture due to the nature of projects.
• Actual values transacted with Related Parties are reported, and any excess over estimated values by more than 10% will trigger immediate Bursa Malaysia disclosure.
• Review procedures are robust, overseen by the Audit and Risk Management Committee (ARMC), ensuring all RRPTs are conducted at arm’s length and not detrimental to minority shareholders.
• Interested Directors and Major Shareholders (notably Datin Irene Lim Ai Ling, Dato’ Lim Chee Meng, and Lim Chin Sean) will abstain from voting and deliberation on relevant resolutions.

Important Information for Shareholders

• AGM Details: 10 June 2026, Grand Ballroom, M World Hotel Petaling Jaya. Shareholders may vote in person or by proxy, with instructions provided for electronic and physical submissions.
• Voting Restrictions: Interested parties and persons connected to them will abstain from voting, ensuring transparency and protection for minority shareholders.
• Price Sensitivity:
  • The renewal of RRPTs enables Taliworks to pursue business with Related Parties efficiently, which may have a material impact on revenue streams, operational continuity, and business expansion opportunities.
  • Potential new projects, especially infrastructure sub-contracts and IT upgrades, may influence future earnings. Notably, the deferment of a RM1.5 million toll collection system upgrade in the previous year led to lower actual RRPT values.
  • Shareholder approval for RRPTs eliminates the need for frequent announcements and EGMs, reducing administrative burden and allowing the Group to capitalize on timely business opportunities.
• Risk and Governance:
  • Comprehensive ARMC review and internal audit ensure RRPTs are transacted on normal commercial terms, not more favourable to Related Parties than those offered to the public.
  • Disclosure obligations and thresholds are strictly monitored, with immediate Bursa announcements for exceeding estimated values.
  • Policies and procedures for RRPTs are regularly reviewed and updated to ensure adequacy and compliance.
• Financial Impact:
  • No immediate effect on share capital or major shareholder holdings. RRPTs are integral to daily operations and may influence overall financial performance, especially if new or expanded contracts are secured.
  • Continued RRPTs with major parties, especially SWMEH Group and LGBE, could support recurring revenue streams.
• Inspection of Documents: Shareholders may inspect key documents (Company Constitution, audited financial statements for 2024 and 2025) at Taliworks’ office by appointment.
• Material Litigation and Contracts: The Group is not engaged in any material litigation or contracts (outside ordinary business) as at the latest practicable date.

Potential Share Price Impact

The Proposal, if approved, could positively influence Taliworks’ share price by facilitating smoother business operations and enabling the Group to pursue larger or urgent RRPTs without delay. The mandate’s renewal signals ongoing relationships with major business partners and ensures operational flexibility. Any material increase in RRPT values, especially from new infrastructure project awards or expanded IT services, will be immediately disclosed and could be viewed favourably by investors as revenue drivers.

Conversely, any significant changes, deferments, or non-renewal of RRPTs may be price sensitive and negatively impact expectations for future earnings.

Directors’ Recommendation

The Board, excluding the interested Director, recommends shareholders vote in favour of the resolution, citing the Proposal’s alignment with Group interests and operational needs.

Disclaimer

This article is provided for informational purposes only and does not constitute investment advice or a recommendation to buy or sell shares in Taliworks Corporation Berhad. Investors should consult their own financial advisors before making any investment decisions. The information is based on the official circular dated 29 April 2026 and may be subject to further updates or changes.

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