Radiant Globaltech Berhad: Shareholder Proposals for 2026 AGM—What Investors Must Know

Radiant Globaltech Berhad (“RGTECH”) has issued a detailed circular to shareholders ahead of its 23rd Annual General Meeting (AGM), scheduled for 23 June 2026. The company seeks shareholder approval for two critical proposals which could significantly impact future operations, governance, and its share price:

• 1. Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions (RRPT) of a Revenue and/or Trading Nature
• 2. Proposed Authority to Buy Back Up to 10% of Issued Shares (“Share Buy-Back Authority”)

Key Highlights of the Proposals

1. Proposed Renewal of Shareholders’ Mandate for RRPT

• Scope: This mandate allows RGTECH and its subsidiaries to continue entering into recurrent transactions with related parties, including sales of retail technology solutions (such as POS hardware, software, licenses, and support services) to key related parties, namely 99 Speed Mart Sdn. Bhd. (SMSB), 99 Speed Mart (East Malaysia) Sdn. Bhd. (SMEM), Cosmo Restaurants Sdn. Bhd., Careon Pharmacy Sdn. Bhd. (CPSB), and Burger King Singapore Pte. Ltd. (BKS).
• Estimated Value: The estimated aggregate value of transactions for the upcoming mandate period is RM10 million, consistent with the previous estimate. The actual value transacted for the last period was RM5.24 million.
• Significant Related Parties:
  • Lee Thiam Wah (Major Shareholder and Director) and Ng Lee Tieng (Major Shareholder and spouse of Lee Thiam Wah) are directly or indirectly interested. Their shareholding structures and connections mean they will abstain from voting on this resolution. Other interested parties have also undertaken to abstain from voting, ensuring good governance.
• Outstanding Receivables:
  • As of 31 December 2025, total outstanding amounts owed by related parties exceeding credit terms stood at RM930,000. The company does not charge interest or late payment fees, in line with industry practice, and expects recoverability due to established business relationships.
• Internal Controls & Procedures:
  • RGTECH has outlined robust internal controls, including senior management and Audit & Risk Management Committee reviews, market price comparisons, and quarterly committee oversight of all RRPTs, to ensure transactions are at arm’s length and not detrimental to minority shareholders.
• Strategic Rationale:
  • The renewal empowers RGTECH to efficiently conduct necessary related party transactions without convening general meetings for each transaction, reducing administrative burden and costs.
  • The group can continue leveraging the expertise and networks of related parties, which is considered beneficial for operational efficiency and competitiveness.
• Shareholder Action Required: This proposal requires approval at the AGM. The Board has recommended that shareholders vote in favour, citing strong internal controls and the importance to daily operations.

2. Proposed Share Buy-Back Authority (Up to 10%)

• Scope: The Board seeks authority to purchase up to 10% of RGTECH’s total number of issued shares (up to 55,550,300 shares based on 555,503,000 issued shares as at the latest practicable date).
• Pricing Mechanism:
  • Purchases can be made at no more than 15% above the weighted average market price for the preceding five market days.
  • Resale of treasury shares must meet Bursa Securities’ pricing rules (not less than weighted average price, or up to 5% discount after a 30-day holding period, but not below cost).
• Funding:
  • Share buy-backs will be funded by retained profits (RM17.49 million as at FYE 2025) and/or external borrowings, subject to compliance with solvency requirements.
• Potential Impact on Shareholders and Share Price:
  • Positive: Buy-backs may enhance earnings per share (EPS) and net asset value (NA) per share if shares are cancelled, potentially stabilising and supporting the market price of RGTECH shares. Treasury shares may be resold at a profit or distributed as share dividends, increasing shareholder value.
  • Negative: Utilisation of cash for buy-backs could reduce funds available for future dividends or investments. The company’s public shareholding spread (currently 29.33%) will be monitored to ensure compliance with Bursa Malaysia’s minimum 25% requirement.
• Mandatory Takeover Offer Threshold:
  • Shareholders should note that certain buy-back scenarios could trigger mandatory general offer obligations under the Rules on Take-Overs and Mergers if substantial shareholders’ holdings increase above certain thresholds. The Board has committed to avoid triggering these thresholds.
• No Previous Buy-Backs: The company confirms that there have been no share buy-backs, resales, transfers, or cancellations in the past 12 months.
• Share Price Data: The last traded price of RGTECH shares as at the latest practicable date (LPD) was RM0.240. The highest and lowest monthly prices over the past year ranged from RM0.325 to RM0.220, indicating relatively stable trading.
• Shareholder Action Required: The Board strongly recommends voting in favour of the share buy-back authority, citing its potential to enhance shareholder value.

Other Notable Disclosures

• Material Contracts: The only material contract disclosed is the acquisition of an 80% stake in Rymnet Solutions Sdn. Bhd. for RM52.5 million (completed January 2025), a strategic move to expand RGTECH’s technology offerings.
• No Ongoing Litigation: The company is not currently involved in any material litigation, claims, or arbitration.

Potential Share Price Sensitivity & Strategic Importance

• Both proposals, if approved, have the potential to be price-sensitive:
  • RRPT Mandate: Ensures continued operational synergy and growth with related parties, but also highlights significant ongoing transactions with major shareholders.
  • Buy-Back Authority: May provide downside support to the share price and improve EPS, especially if the shares are undervalued. However, the use of significant retained earnings for buy-back could limit other investments or future dividends.
• Investors are advised to monitor the AGM outcome and subsequent corporate actions as both mandates could impact RGTECH’s share liquidity, valuation, and governance profile.

Important Dates & How to Vote

• Proxy Form Deadline: 21 June 2026, 10:00 a.m.
• AGM Date: 23 June 2026, 10:00 a.m., Ballroom V, Main Wing, Tropicana Golf & Country Resort, Petaling Jaya.
• Documents, proxy forms, and meeting notes are available on RGTECH’s website.

Conclusion

Both proposals represent significant decision points for RGTECH’s corporate strategy and capital management. They signal the Board’s commitment to operational flexibility and capital returns, but also require close monitoring by shareholders for any impact on governance, shareholder value, and market perception.

Disclaimer: This article is based on the official shareholder circular and is provided for informational purposes only. It does not constitute investment advice. Investors are urged to review the full documentation and seek advice from their financial advisers before making any investment or voting decisions regarding Radiant Globaltech Berhad.

View RADIANT GLOBALTECH BERHAD Historical chart here