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T7 GLOBAL BERHAD — Proxy Solicitation & Information Statement 2026
Apr 28, 2026
71613_rns_2026-04-28_a5aad991-5bfe-4b75-b00e-e7e6de27936d.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR/STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad (“ Bursa Malaysia Securities ”) has not perused the contents of this Circular/Statement to Shareholders prior to its issuance as it is an exempted document that does not require Bursa Malaysia Securities’ perusal pursuant to Practice Note No. 18 of Bursa Malaysia Securities Main Market Listing Requirements.
Bursa Malaysia Securities takes no responsibility for the contents of this Circular/Statement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular/Statement.
T7 GLOBAL BERHAD
Registration No. 200401023809 (662315-U)
(Incorporated in Malaysia)
CIRCULAR/STATEMENT TO SHAREHOLDERS IN RELATION TO
PART A
PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
PART B
SHARE BUY-BACK STATEMENT IN RELATION TO THE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK
(COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)
The Proposals will be tabled as Special Businesses at T7 Global Berhad’s Twenty-Second Annual General Meeting (“ 22nd AGM "). The Notice of the the 22nd AGM of our Company together with the Form of Proxy are enclosed in our 2025 Annual Report and are available on our Company’s website at - https://t7global.com.my/general meetings/. The details of our forthcoming 22nd AGM, which will be held on a physical basis, are as follows: Meeting venue : Multipurpose Hall Block B, Level 5 @ KL Trillion Corporate Tower, 338, Jalan Tun Razak, 50400 Kuala Lumpur. Date and time : Thursday, 25 June 2026 at 10.30 a.m. or at any adjournment thereof Last date and time for lodging Tuesday, 23 June 2026 at 10:30 a.m. of the Form of Proxy
If you are unable to participate in our forthcoming 22nd AGM, you may appoint a proxy or proxies to attend and vote on your behalf. In such event, you should complete and deposit the Form of Proxy at the office of our share registrar, Tricor Investor & Issuing House Services Sdn Bhd, Unit 32-201, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, not less than 48 hours before the date and time fixed for our forthcoming 22nd AGM or at any adjournment thereof. The appointment of proxies may also be submitted electronically via Vistra Share Registry and IPO (MY) portal (“The Portal”) at https://srmy.vistra.com not less than 48 hours before the date and time fixed for our forthcoming 22nd AGM or at any adjournment thereof. The lodging of the Form of Proxy shall not preclude you from participating in our forthcoming 22nd AGM should you subsequently wish to do so.
This Circular/Statement is dated 29 April 2026
DEFINITIONS
Except where the context otherwise requires, the following definitions shall apply throughout this Circular/Statement:-
| Act | : | The Companies Act 2016 as amended from time to time and any re- enactment thereof |
|
|---|---|---|---|
| AGM | : | Annual General Meeting | |
| Blue Ocean | : | Blue Ocean Legacy Sdn. Bhd. [Registration No. 201101027047 (955182- D)] |
|
| Board | : | The Board of Directors of T7 Global | |
| Bursa Securities |
Malaysia | : | Bursa Malaysia Securities Berhad |
| Circular | : | This circular dated 29 April 2026 | |
| CMSA | : | Capital Markets and Services Act 2007 | |
| COPL | Cornerstone Offshore Pte. Ltd [Unique Entity Number 201718444K], a company incorporated under the laws of the Republic of Singapore |
||
| CP Energy | : | CP Energy & Services Sdn. Bhd [Registration No. 199201020303 (251807-D)] |
|
| Crystal ZVS | : | Crystal ZVS Holdings Sdn. Bhd. [Registration No. 200801023818 (825141-K)] |
|
| Director(s) | : | The director(s) of T7 Global and shall have the same meaning given in Section 2(1) of the Act and Section 2(1) of the CMSA, and for the purpose of the Proposed Shareholders’ Mandate, includes any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon:- |
|
| (i) a Director of the Company, its subsidiary or holding company; or |
|||
| (ii) a Chief Executive of the Company, its subsidiary or holding company, |
|||
| in accordance with the definition in Chapter 10 of the Listing Requirements. |
|||
| EPS | : | Earnings per Share | |
| ESOS | : | Employees’ share option scheme | |
| FPE | : | Financial period ended/ ending | |
| FYE | : | Financial year ended/ ending | |
| Listing Requ | irements | : | Main Market Listing Requirements of Bursa Malaysia Securities |
| LPD | : | 2 April 2026, being the latest practicable date prior to the printing and despatch of this Circular/Statement |
i
DEFINITIONS (CONT'D)
-
Major Shareholder : A person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, has an interest or interests in one or more voting shares in the Company and/or any other company which is its subsidiary or holding company and the number, or aggregate number of those shares is:-
-
(i) 10% or more of the total number of voting shares in the Company; or
-
(ii) 5% or more of the total number of voting shares in the Company where such person is the largest shareholder of the Company.
-
For the purpose of this definition, “interest” shall have the meaning of "interest in shares" given in Section 8 of the Act.
-
Marine Energy : Marine Energy Sdn. Bhd. [Registration No. 201101032271 (960406-T)] Market Day(s) : Means a day on which the stock market of Bursa Malaysia Securities is open for trading in securities, which may include a Surprise Holiday
-
NA : Net assets attributable to the owners of the Company PBT/ LBT : Profit before taxation/ Loss before taxation PAT/ LAT : Profit after taxation/ Loss after taxation Person(s) Connected : Person connected with a Director or Major Shareholder as defined under Paragraph 1.01 of the Listing Requirements
-
Proposed Mandate : The period during which the Recurrent Transaction(s) are to be entered Period into for which the shareholders’ mandate is sought. This period shall commence immediately upon passing of the ordinary resolution relating thereto at the general meeting and will only continue in force until:-
-
(a) the conclusion of the next general meeting of the Company following the forthcoming general meeting, at which the Proposed Shareholders’ Mandate is passed, at which time the said authority will lapse, unless by a resolution passed at a general meeting whereby the authority is renewed; or
-
(b) the expiration of the period within which the next AGM of T7 Global is required to be held pursuant to Section 340(2) of the Act (but will not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or
-
(c) revoked or varied by a resolution passed by the shareholders of T7 Global in a general meeting;
whichever is earlier.
- Proposed : Proposed renewal of existing shareholders’ mandate for Recurrent Shareholders’ Transaction(s) to be entered by T7 Global Group. Mandate
Proposed Share Buy- : Proposed purchase by the Company of its own shares up to ten per Back or Proposed centum (10%) of the total number of issued shares of the Company. Renewal of Authority for Share Buy-Back
ii
DEFINITIONS (CONT'D)
| Purchased Shares : |
Shares purchased pursuant to the Proposed Renewal of Authority for Share Buy-Back |
|---|---|
| Recurrent Transaction(s) or RRPT(s) : |
Related party transactions which are recurrent, of a revenue or trading nature and which are necessary for the day-to-day operations of T7 Global Group. |
| Related Party(ies) : |
A Director, a Major Shareholder or person connected with such Director or Major Shareholder. |
| Related Party Transaction or RPT : |
A transaction entered into by the T7 Global Group which involves the interest, direct or indirect, of a Related Party. |
| RMandsen : |
Ringgit Malaysia and sen, respectively |
| SJ Pharmacy | SJ Pharmacy Express Sdn. Bhd. [Registration No. 202301028802 (1522725-W)] |
| Substantial Shareholder : |
Shall have the meaning as given in Section 136 of the Act |
| Surprise Holiday : |
Means a day that is declared as a public holiday in the Federal Territory of Kuala Lumpur that has not been gazetted as a public holiday at the beginning of the calendar year. |
| T7 GlobalorCompany : |
T7 Global Berhad |
| T7 Global Groupor Group : |
T7 Global and its subsidiaries, collectively |
| T7 Global Share(s)or Share(s) : |
Ordinary share(s) of T7 Global |
| T7A : |
T7 Aero Sdn. Bhd. [Registration No. 201601028474 (1199413-D)] |
| T7G : |
T7 Gastec Sdn. Bhd. [Registration No. 199401023619 (309300-K)] |
| T7K : |
T7 Kemuncak Sdn. Bhd. [Registration No. 201601031638 (1202579-U)] |
| T7AeroTech : |
T7 AeroTech Sdn. Bhd. [Registration No. 201701016010 (1230174-D)] |
| T7M : |
T7 Marine Sdn. Bhd. [Registration No. 200601032072 (751831-T)] |
| T7S : |
T7 Services Sdn. Bhd. [Registration No. 199101016724 (227036-V)] |
| TKS : |
Tan Sri Datuk Seri Tan Kean Soon, J. P. |
| T7 Solutions Thailand | T7 Solutions Services (Thailand) Co Ltd (Registration No. 0105551009806), a company incorporated under the laws of the Kingdom of Thailand |
| T7 Subsea | T7 Subsea Sdn. Bhd. [Registration No. 201801028378 (1290404-K)] |
| TOS : |
Tanjung Offshore Services Sdn. Bhd. [Registration No. 198301005074 (100697-T)] |
| T7W : |
T7 Wenmax Sdn. Bhd. [Registration No. 199901022900 (497800-T)] |
iii
DEFINITIONS (CONT'D)
All references to " our Company " or " the Company " or " we " or " us" or " our " or " ourselves " are made to our Company, and where the context requires, our Company and our subsidiaries. Unless the context otherwise requires, reference to " Board " is to our Board of Directors and reference to " Management " is to our Executive Directors and key management personnel as at the LPD of this Circular/Statement.
All references to " you " or " your(s) " in this Circular/Statement are made to our shareholders, who are entitled to attend and vote at the AGM.
Unless otherwise stated and wherever applicable, the amount represented in this Circular/Statement has been rounded to the nearest whole cent, for ease of reference. Unless specifically referred to, words denoting incorporating the singular shall, where applicable, include the plural and vice versa and words denoting incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Any reference to persons shall include corporations, unless otherwise specified.
Any reference in this Circular/Statement to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular/Statement shall be a reference to Malaysian time, unless otherwise specified.
Any discrepancy in the figures included in this Circular/Statement between the amounts stated and the totals thereof are due to rounding.
THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
iv
PART A
PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
| PAGE | |||
|---|---|---|---|
| 1. | INTR | ODUCTION | 1 |
| 2. | DETA | ILS OF THE PROPOSED SHAREHOLDERS’ MANDATE | 2 |
| 2.1 | PROVISIONS UNDER THE LISTING REQUIREMENTS | 2 | |
| 2.2 | DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE | 3 | |
| 2.3 | PRINCIPAL ACTIVITIES OF T7 GLOBAL GROUP | 3 | |
| 2.4 | CLASSES OF RELATED PARTIES | 4 | |
| 2.5 | NATURES OF RECURRENT TRANSACTION(S) | 4 | |
| 2.6 | REVIEW METHODS OR PROCEDURES FOR RECURRENT TRANSACTIONS |
9 | |
| 2.7 | STATEMENT BY AUDIT AND RISK MANAGEMENT COMMITTEE | 10 | |
| 2.8 | DISCLOSURE | 11 | |
| 3. | RATI MAN |
ONALE AND BENEFITS OF THE PROPOSED SHAREHOLDERS’ DATE |
11 |
| 4. | EFFE | CTS OF THE PROPOSED SHAREHOLDERS’ MANDATE | 11 |
| 5. | APPR | OVAL REQUIRED | 12 |
| 6. | VALI | DITY PERIOD FOR THE PROPOSED SHAREHOLDERS’ MANDATE | 12 |
| 7. | DIRE | CTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS | 12 |
| 8. | DIRE | CTORS’ RECOMMENDATION | 13 |
| 9. | ANN | UAL GENERAL MEETING | 13 |
| 10. | FURT | HER INFORMATION | 14 |
| APPE | NDIX I: FURTHER INFORMATION | 25 |
PART B
SHARE BUY-BACK STATEMENT IN RELATION TO THE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK
| PAGE | ||
|---|---|---|
| 1. | INTRODUCTION | 16 |
| 2. | DETAILS OF THE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK |
16 |
| 2.1 STATUS AND TREATMENT OF TREASURY SHARES | 17 | |
| 2.2 SOURCE OF FUNDS | 17 | |
| 2.3 PRICING | 18 | |
| 3. | RATIONALE FOR THE PROPOSED SHARE BUY-BACK | 18 |
| 4. | EFFECTS OF THE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK |
19 |
| 4.1 SHARE CAPITAL |
19 | |
| 4.2 NET ASSETS |
19 | |
| 4.3 WORKING CAPITAL |
20 | |
| 4.4 EARNINGS AND EPS |
20 | |
| 4.5 DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ SHAREHOLDINGS |
21 | |
| 5. | PUBLIC SHAREHOLDING SPREAD | 22 |
| 6. | POTENTIAL ADVANTAGES AND DISADVANTAGES FOR THE PROPOSED SHARE BUY-BACK |
22 |
| 7. | IMPLICATION OF THE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK IN RELATION TO THE RULES |
23 |
| 8. | PURCHASE, RESALE AND CANCELLATION OF PURCHASED SHARES MADE IN THE PAST TWELVE (12) MONTHS |
23 |
| 9. | HISTORICAL SHARE PRICES | 23 |
| 10. | DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS | 24 |
| 11. | APPROVAL REQUIRED | 24 |
| 12. | DIRECTORS’ RECOMMENDATION | 24 |
| 13. | DIRECTORS’ RESPONSIBILITY STATEMENT | 24 |
| 14. | OTHER INFORMATION | 24 |
PART A
PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
T7 GLOBAL BERHAD
[Registration No. 200401023809 (662315-U)]
(Incorporated in Malaysia)
Registered Office
Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan
29 April 2026
Board of Directors:
Tan Sri Datuk Seri Dr. Nik Norzrul Thani Bin N. Hassan Thani (Acting Executive Chairman) Tan Kay Zhuin (Executive Director)
Tan Kay Vin (Executive Director)
Tan Sam Eng (Independent Non-Executive Director), CP (R) Dato’ Sri Wan Ahmad Najmuddin Bin Mohd (Independent Non-Executive Director) Tan Sri Dato’ Sri Koh Kin Lip, J. P. (Independent Non-Executive Director) Datuk Seri Rahim Bin Ismail (Independent Non-Executive Director) Dato’ Ir. Mat Rosly Bin Mat Daud (Independent Non-Executive Director)
To: The Shareholders of T7 Global
Dear Sir/Madam,
PROPOSED SHAREHOLDERS’ MANDATE
1. INTRODUCTION
The Board of Directors of the Company had on the Twenty-First AGM held on 24 June 2025 obtained general mandate from its shareholders for the Group to enter into Recurrent Transactions pursuant to Paragraph 10.09 and Practice Note No. 12 of the Listing Requirements. The authority conferred by the shareholders’ mandate shall, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming Twenty-Second AGM of the Company which has been scheduled to be held on Thursday, 25 June 2026, unless a renewal is obtained.
On 26 March 2026, the Board of Directors of the Company announced that the Company proposes to seek shareholders’ approval for the Proposed Shareholders' Mandate at date at the forthcoming 22nd AGM of the Company.
Page 1
The purpose of this Circular/Statement is to provide you with the details of the Proposed Shareholders’ Mandate and to seek your approval for the resolutions relating thereto to be tabled at the forthcoming 22nd AGM, notice of which is enclosed in the 2025 Annual Report of the Company.
The Company advises you to read and carefully consider the contents of this Circular/Statement before voting on the ordinary resolution in relation to the Proposed Shareholders’ Mandate to be tabled at the forthcoming 22nd AGM.
2.0 DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE
2.1 Provisions under the Listing Requirements
Pursuant to Paragraph 10.09 of Chapter 10 and Practice Note No. 12 of the Listing Requirements, a listed issuer may seek a shareholders’ mandate in respect of related party transactions involving recurrent transactions of a revenue or trading nature which are necessary for its day-to-day operations subject to the following:-
-
(i) the transactions are in the ordinary course of business and are on terms not more favourable to the Related Party than those generally available to the public;
-
(ii) the shareholders’ mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the financial year where the aggregate value is equal to or more than the threshold below in relation to a listed issuer with a share capital of more than RM60 million:-
-
(a) the consideration, value of the assets, capital outlay or costs of the RRPT is RM1.0 million or more; or
-
(b) any one of the percentage ratios of such RRPT is 1% or more,
whichever is the higher;
-
(iii) the listed issuer to issue circular to shareholders in relation to the shareholders’ mandate and it must include information as may be prescribed by Bursa Malaysia Securities, together with a checklist showing compliance with such information when submitting to Bursa Malaysia Securities;
-
(iv) in a meeting to obtain shareholders’ mandate, an interested Related Party must not vote on the resolution in approving the transactions and ensuring that Person Connected with them abstain from voting on the resolution approving the transactions; and
-
(v) the listed issuer immediately announces to Bursa Malaysia Securities when the actual value of a RRPT entered into by the listed issuer, exceeds the estimated value of the RRPT disclosed in the circular by ten percent (10%) or more and it must include the information as may be prescribed by Bursa Malaysia Securities.
Page 2
2.2 Details of the Proposed Shareholders’ Mandate
It is anticipated that in the normal course of the Group’s business, Recurrent Transactions between T7 Global Group and the Related Parties are likely to occur at any time and with some degree of frequency.
In this respect, the Directors are seeking approval from the shareholders for the Proposed Shareholders’ Mandate which will allow the Group to enter into Recurrent Transactions referred to in Section 2.5 with the Related Parties, provided such transactions are made at arms’ length, T7 Global Group’s normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of T7 Global.
The Proposed Shareholders’ Mandate, if approved, shall take effect from the passing of the ordinary resolution relating thereto at the forthcoming AGM and shall continue to be in force (unless revoked or varied by the Company in general meeting) until the conclusion of the next AGM of the Company or the expiry of the period within which the next AGM of the Company is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act) or revoked or varied by resolution passed by the shareholders in general meeting, whichever is the earlier.
2.3 Principal Activities of T7 Global Group
T7 Global’s principal activity is investment holding and the principal activities of the subsidiaries involved in the Recurrent Transactions are as follows:
| Subsidiaries | Equity Interest | Principal Activities |
|---|---|---|
| T7A | 100% | Precision engineering, manufacturing and trading of products, equipment and machines of all kinds relating to aircraft aerospace and investment holding. |
| T7G | 100% | Manufacturing and trading of all types of machinery, equipment and generators used for welding, cutting, cooking and other commercial applications. |
| T7K | 100% | Property, construction and investment holding. |
| T7 AeroTech | 100% | Manufacturing aerospace components and assemblies. |
| T7M | 100% | Repair and maintenance of vessels’ monitoring system, owing and leasing offshore vessels to local and international oil industry. |
| T7S | 100% | Provision of engineering and professional manpower services to the oil and gas and related industries. |
| T7 Solutions Thailand |
45% | Provision of machinery and equipment as well as trading activities for the oil and gas and related industries. |
| T7 Subsea | 55% | Underwater services in the oil and gas industry involving remote operated vehicle and diving services. |
| TOS | 100% | Integrated service provider to the oil and gas and related industries. |
Page 3
| T7W | 100% | Supply of industrial equipment, machineries, spare |
|---|---|---|
| parts and lubricants oil. |
2.4 Classes of Related Parties
The Proposed Shareholders’ Mandate is necessary for T7 Global Group’s day-to-day operations and is in the ordinary course of business of T7 Global Group.
The principal activities of the Related Parties are as follows:
| Related Parties | Principal Activities |
|---|---|
| Blue Ocean | Investment holding |
| COPL | Other holding companies, engineering design and consultancy activities n.e.c. |
| CP Energy | Supplier of industrial equipment, machineries, spare parts and lubricants oil |
| Crystal ZVS | Investment holding |
| SJ Pharmacy | Wholesale of pharmaceutical and medical goods; wholesale of a variety of goods without any particular specialization n.e.c. |
2.5 Natures of Recurrent Transaction(s)
The classes of Related Parties having interest in the Recurrent Transactions for which the shareholders’ approval on the Proposed Shareholders’ Mandate is sought in respect of transactions to be entered into by companies within T7 Global Group are as follows:
Proposed Renewal of Shareholders’ Mandate
| Transacting Company within T7 Global Group |
Transacting Party |
Nature of Transaction |
Interested Related Parties |
Estimated* aggregate value during the Proposed Mandate Period (RM)** |
Estimated aggregate value disclosed in the circular to shareholders dated 29 April 2025 (RM) |
Actual Value Transacted from the date of previous AGM on 24 June 2025 up to LPD (RM) |
|---|---|---|---|---|---|---|
| TOS | Crystal ZVS | Renting of office space of 5,274 square feet at Lots C-L 16-01, 02, 03 and 3A, KL Trillion, No. 338, Jalan Tun Razak, 50400 Kuala Lumpur from Crystal ZVS for a period of 3 years with rental payable on a monthly basis |
TKS(a) Tan Kay Vin(d) Crystal ZVS(f) |
620,222 | 620,222 | 398,709 |
Page 4
| Transacting Company within T7 Global Group |
Transacting Party |
Nature of Transaction |
Interested Related Parties |
Estimated* aggregate value during the Proposed Mandate Period (RM)** |
Estimated aggregate value disclosed in the circular to shareholders dated 29 April 2025 (RM) |
Actual Value Transacted from the date of previous AGM on 24 June 2025 up to LPD (RM) |
|---|---|---|---|---|---|---|
| Blue Ocean | Renting of office space of 6,567 square feet at Lots C-L16-05, 06, 07 and 08 at KL Trillion, No. 338, Jalan Tun Razak 50400 Kuala Lumpur and from Blue Ocean for a period of 3 years with rental payable on a monthly basis. |
TKS(a) Puan Sri Shirley Law Siong Hiong(b) Tan Kay Zhuin(c) Blue Ocean(g) |
772,279 | 772,279 | 496,469 | |
| CP Energy | Selling to and purchasing from CP Energy of industrial equipment, machineries, spare parts and lubricants oil, rental paid to CP Energy |
TKS(a) Tan Kay Vin(d) Puan Sri Shirley Law Siong Hiong(b) CP Energy(e) |
100,000,000 | 100,000,000 | 100,085 | |
| COPL | Purchasing from COPL of engineering design and consultancy services |
Philip Sim Wai Han(h) |
10,000,000 | 10,000,000 | NIL | |
| SJ Pharmacy |
Wholesale of pharmaceutical and medical goods; primarily involved in the procurement of medical supplies and related goods, carried out in accordance with the specific requirements of various projects. |
Puan Sri Shirley Law Siong Hiong(b) |
5,000,000 | 5,000,000 | 22,975 |
Page 5
| Transacting Company within T7 Global Group |
Transacting Party |
Nature of Transaction |
Interested Related Parties |
Estimated* aggregate value during the Proposed Mandate Period (RM)** |
Estimated aggregate value disclosed in the circular to shareholders dated 29 April 2025 (RM) |
Actual Value Transacted from the date of previous AGM on 24 June 2025 up to LPD (RM) |
|---|---|---|---|---|---|---|
| T7G | CP Energy | Selling to and purchasing from CP Energy of industrial equipment, machineries, spare parts and lubricants oil. T7G to provide engineered products, design and fabrication works for processing packages to CP Energy. |
TKS(a) Tan Kay Vin(d) Puan Sri Shirley Law Siong Hiong(b) CP Energy(e) |
200,000,000 | 200,000,000 | NIL |
| T7W | CP Energy | Selling to and purchasing from CP Energy of industrial equipment, machineries, spare parts and lubricants oil. |
TKS(a) Tan Kay Vin(d) Puan Sri Shirley Law Siong Hiong(b) CP Energy(e) |
200,000,000 | 200,000,000 | NIL |
| T7M | CP Energy | Selling to and purchasing from CP Energy of industrial equipment, machineries, spare parts and lubricants oil. |
TKS(a) Tan Kay Vin(d) Puan Sri Shirley Law Siong Hiong(b) CP Ener(e) |
200,000,000 | 200,000,000 | NIL |
| T7S | CP Energy | Selling to and purchasing from CP Energy of industrial equipment, machineries, spare parts and lubricants oil. T7S to provide project management, procurement and engineering work to CP Energy. |
gy TKS(a) Tan Kay Vin(d) Puan Sri Shirley Law Siong Hiong(b) CP Energy(e) |
200,000,000 | 200,000,000 | NIL |
Page 6
| Transacting Company within T7 Global Group |
Transacting Party |
Nature of Transaction |
Interested Related Parties |
Estimated* aggregate value during the Proposed Mandate Period (RM)** |
Estimated aggregate value disclosed in the circular to shareholders dated 29 April 2025 (RM) |
Actual Value Transacted from the date of previous AGM on 24 June 2025 up to LPD (RM) |
|---|---|---|---|---|---|---|
| T7K | CP Energy | Providing services (including but not limited to oil and gas), selling to and purchasing from CP Energy of industrial equipment, machineries, spare parts and lubricants oil. |
TKS(a) Tan Kay Vin(d) Puan Sri Shirley Law Siong Hiong(b) CP Energy(e) |
300,000,000 | 300,000,000 | NIL |
| SJ Pharmacy |
Wholesale of pharmaceutical and medical goods; primarily involved in the procurement of medical supplies and related goods, carried out in accordance with the specific requirements of various projects. |
Puan Sri Shirley Law Siong Hiong(b) |
5,000,000 | 5,000,000 | 5,000 | |
| T7A | CP Energy | Selling to and purchasing from CP Energy of industrial equipment, machineries, spare parts and lubricants oil. |
TKS(a) Tan Kay Vin(d) Puan Sri Shirley Law Siong Hiong(b) CP Energy(e) |
200,000,000 | 200,000,000 | NIL |
| T7 AeroTech | CP Energy | Selling to and purchasing from CP Energy of industrial equipment, machineries, spare parts and lubricants oil. |
TKS(a) Tan Kay Vin(d) Puan Sri Shirley Law Siong Hiong(b) CP Energy(e) |
200,000,000 | 200,000,000 | NIL |
| T7 Subsea | COPL | Purchasing from COPL of engineering design and consultancy services |
Philip Sim Wai Han(h) |
10,000,000 | 10,000,000 | NIL |
Page 7
| Transacting Company within T7 Global Group |
Transacting Party |
Nature of Transaction |
Interested Related Parties |
Estimated* aggregate value during the Proposed Mandate Period (RM)** |
Estimated aggregate value disclosed in the circular to shareholders dated 29 April 2025 (RM) |
Actual Value Transacted from the date of previous AGM on 24 June 2025 up to LPD (RM) |
|---|---|---|---|---|---|---|
| T7 Solutions Thailand |
CP Energy | Selling to and purchasing from CP Energy of industrial equipment, machineries, spare parts and lubricants oil. |
TKS(a) Tan Kay Vin(d) Puan Sri Shirley Law Siong Hiong(b) CP Energy(e) |
200,000,000 | 200,000,000 | NIL |
Notes:
- The estimated values as set out above are based on Management’s estimates of the value of transactions to be undertaken for the period from the forthcoming 22nd AGM to the next AGM. However, the value of transactions may be subject to changes.
Nature of relationship
-
(a) TKS, one of the Major Shareholders of T7 Global, the spouse of Puan Sri Shirley Law Siong Hiong and parent of Tan Kay Vin and Tan Kay Zhuin, is a director and shareholder of CP Energy.
-
(b) Puan Sri Shirley Law Siong Hiong, the spouse of TKS and parent of Tan Kay Vin and Tan Kay Zhuin, as well as a Substantial Shareholder of T7 Global, is a director and shareholder of CP Energy, Crystal ZVS and Blue Ocean.
-
(c) Tan Kay Zhuin, son of TKS and Puan Sri Shirley Law Siong Hiong and elder brother of Tan Kay Vin, is a director of T7 Global and a shareholder of Blue Ocean.
-
(d) Tan Kay Vin, son of TKS and Puan Sri Shirley Law Siong Hiong, is a Director of T7 Global as well as a director and shareholder of CP Energy and Crystal ZVS.
-
(e) CP Energy, a company connected to TKS by virtue of him, his spouse and Tan Kay Vin’s interests in CP Energy, pursuant to Section 8 of the Act.
-
(f) Crystal ZVS, a company connected to Tan Kay Vin by virtue of his and Puan Sri Shirley Law Siong Hiong’s interest in Crystal ZVS, pursuant to Section 8 of the Act.
-
(g) Blue Ocean, a company connected to Puan Sri Shirley Law Siong Hiong by virtue of her and Tan Kay Zhuin’s interest in Blue Ocean, pursuant to Section 8 of the Act.
-
(h) Sim Wai Han, Philip, is a Shareholder and Director of both T7 Subsea and COPL.
The shareholdings of the interested parties in the related companies are as follows:
| Direct interest (%) | Indirect interest (%) | |
|---|---|---|
| T7 Global | ||
| TKS | 8.22 | 5.93 |
| Tan Kay Vin | 0.52 | - |
| Puan Sri Shirley Law Siong Hiong | 5.85 | 0.12 |
| Tan Kay Zhuin | 0.03 | - |
Page 8
| CP Energy | ||
|---|---|---|
| TKS | 50.0 | - |
| Tan Kay Vin | 25.5 | - |
| Puan Sri Shirley Law Siong Hiong | 24.5 | - |
| Crystal ZVS | ||
| Puan Sri Shirley Law Siong Hiong | 80.0 | - |
| Tan Kay Vin | 20.0 | - |
| Blue Ocean | ||
| Puan Sri Shirley Law Siong Hiong | 80.0 | - |
| Tan Kay Zhuin | 20.0 | - |
| COPL | ||
| Sim Wai Han, Philip | 100.0 | - |
Outstanding RRPT(s) Receivables
There is no outstanding sum due and owing to the Company by the Related Parties pursuant to the RRPTs which exceeds the credit term pursuant to the RRPT. As such, the disclosure as required under Paragraphs 16A and 16B in the Annexure PN12-A of the Listing Requirements, are not applicable.
2.6 Review Methods or Procedures for Recurrent Transactions
T7 Global Group has established policies/procedures/measures to ensure that the Recurrent Transactions are undertaken on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders. The procedures are also to ensure that Recurrent Transactions are conducted at arm’s length and on normal commercial terms consistent with the Group’s usual business practices and policies and will not be prejudicial to shareholders. The review policies/procedures are as follows:-
-
(a) When determining the transaction, the following factors shall be considered:
-
(i) How the terms of the overall transaction compare with those of any comparable transactions on an arm’s length basis;
-
(ii) The nature and content of the bargaining process;
-
(iii) The impact of the transaction on the Company or its subsidiaries or registered scheme;
-
(iv) Any other options available to the Company or its subsidiaries;
-
(v) Any expert advice received by the Company or its subsidiaries;
-
(vi) Any other factors which the Audit and Risk Management Committee or Board of Directors or Shareholders of the Company or its subsidiaries deem fit as per Listing Requirements;
-
(vii) On determining the transaction price, at least 2 other contemporaneous transactions with unrelated third parties for similar products and/or services and/or quantities will be used as comparison for determining whether the price and terms offered to/by the Related Parties are fair and reasonable and comparable to those offered to/by unrelated third parties for the same or substantially similar type of products/services and/or quantities. In the event that quotation or comparative pricing from unrelated parties cannot be obtained (for instance, if there are no unrelated third party customers of similar products/services, or if the products is a proprietary item), the transaction price will be determined in accordance with the Group’s usual business practices and policies, consistent with the usual margin of the Group for the same or substantially similar type of transaction made by the Group with unrelated third parties in order to ensure the Recurrent Transaction is not detrimental to T7 Global Group.
Page 9
-
(b) The Audit and Risk Management Committee may, as it deems fit, requests for additional information pertaining to the transactions from independent sources or advisers.
-
(c) Periodic review is conducted on all of the new and existing RRPTs to ascertain that the relevant approvals have been obtained and the procedures in respect of such transactions are adhered to, if required.
-
(d) The Audit and Risk Management Committee shall review on the internal audit reports whenever available and to establish that all transactions with the Related Parties have been undertaken in accordance with the procedures put in place by the Management of the Group.
-
(e) All RPTs and RRPTs in excess of RM50,000/- to be entered by the Group shall be subject to the review and approval of the Audit and Risk Management Committee and/or Board of Directors and/or Shareholders of the Company before the transactions are carried out except for Recurrent Transaction where general mandate to enter into such transaction has been obtained from the shareholders at general meeting.
-
(f) All RPTs and RRPTs of RM50,000/- and below shall be approved by the Executive Directors of the Company provided that the Executive Director(s) is not an interested party to the transaction and table to the Audit and Risk Management Committee every quarter for information, except for Recurrent Transaction(s) where general mandate to enter into such transaction has been obtained from the shareholders at general meeting.
-
(g) If a member of the Board or Audit and Risk Management Committee has an interest in the Recurrent Transaction(s), he shall abstain from any decision making by the Board and/or Audit and Risk Management Committee in respect of such transactions and continue to abstain from voting on the resolution approving the transactions.
-
(h) The interested Director and/or interested Major Shareholder shall also ensure that persons connected to them abstain from voting on the resolution approving the transactions.
The review of the policies, procedures and processes would be carried out by the Audit and Risk Management Committee on need be basis as per the Listing Requirements.
2.7 Statement by Audit and Risk Management Committee
The Audit and Risk Management Committee of T7 Global has seen and reviewed the terms of the Proposed Shareholders’ Mandate and is satisfied that the review procedures for Recurrent Transaction(s) as set out in Section 2.6 above are sufficient to ensure that Recurrent Transaction(s) will be carried out on an arm’s length basis and on normal commercial terms and on terms which are not more favourable to the Related Parties than those generally available to the public and not to the detriment of the minority shareholders of T7 Global.
The Audit and Risk Management Committee of T7 Global is also of the view that the Group has in place adequate procedures and processes to monitor, track and identify Recurrent Transaction(s) in a timely and orderly manner. The review of these procedures and processes is conducted on an annual basis or whenever the need arises.
All transactions entered into pursuant to the Proposed Shareholders’ Mandate will be tabled to the Audit and Risk Management Committee and the Board for review on a quarterly basis.
Page 10
2.8 Disclosure
The breakdown of the aggregate value of Recurrent Transaction(s) will be disclosed in the Annual Report for the financial year during which the Proposed Shareholders’ Mandate is in force, providing amongst others, the following information:
-
(a) the type of Recurrent Transaction(s) made; and
-
(b) the names of the Related Parties involved in each type of the Recurrent Transaction(s) made and their relationships with T7 Global Group.
If the actual value of a Recurrent Transaction entered into by T7 Global Group exceeds the estimated value of the Recurrent Transaction disclosed in this Circular/Statement by 10% or more, immediate announcement to Bursa Malaysia Securities will be made.
3. RATIONALE AND BENEFITS OF THE PROPOSED SHAREHOLDERS’ MANDATE
The Recurrent Transactions to be entered into by the Group are all in the ordinary course of business. They are recurring transactions of a revenue or trading nature which are likely to occur with some degree of frequency and arise at any time and from time to time.
The Related Parties which are involved in the Recurrent Transactions have proven their reliability. In some instances, the Related Parties provide the Group the support for its operational and business needs. The Related Parties allow the Group more flexible arrangement in a timely manner. This will reduce substantially administrative time, inconvenience and costs associated without compromising the quality and adversely affecting the Group.
These transactions may be constrained by the time-sensitive nature and confidentiality of such transactions, and it may be impractical to seek shareholders’ approval on a case-by-case basis before entering into such Recurrent Transactions. As such, the Board is seeking the requisite shareholders’ mandate pursuant to Paragraph 10.09 of Chapter 10 of the Listing Requirements to allow the Group to enter into such Recurrent Transactions. The Recurrent Transactions will be made at an arm’s length basis and on normal commercial terms and which are in the Board’s opinion, not prejudicial to the interests of the shareholders of the Company. Such Recurrent Transactions will also be on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders.
By obtaining the shareholders’ approval for the Recurrent Transactions, the necessity to convene separate general meetings from time to time to seek shareholders’ approval as and when such Recurrent Transactions occur would not arise. This would substantially reduce administrative time, inconvenience and expenses associated with the convening of general meetings on an ad hoc basis, considerably improve administrative efficacy and allow manpower resources and time to be channeled towards attaining other corporate objectives.
In addition to the above benefits, strong collaboration and working relationship that exist between the Group and the Related Parties enable the Group to benefit from better services and attention that would otherwise be derived from third parties. These close relationships have allowed for better control of supplies, improved quality and timeliness of work completion / services rendered.
4. EFFECTS OF THE PROPOSED SHAREHOLDERS’ MANDATE
The Proposed Shareholders’ Mandate is administrative in nature and is therefore not expected to have any effect on the issued share capital and substantial shareholding of the Company, earnings and net assets per share as well as dividends of T7 Global Group.
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5. APPROVAL REQUIRED
The Proposed Shareholders’ Mandate is subject to the approval of the shareholders of T7 Global at the forthcoming 22nd AGM.
6. VALIDITY PERIOD FOR THE PROPOSED SHAREHOLDERS’ MANDATE
If approved at the AGM, the Proposed Shareholders’ Mandate will take effect from the date of passing of the ordinary resolution relating thereto at the AGM and will continue to be in force until:-
-
(i) the conclusion of the next general meeting of the Company following the general meeting at which the Proposed Shareholders’ Mandate is obtained, at which time it shall lapse, unless by ordinary resolution passed at a general meeting, the authority is renewed, either unconditionally or subject to conditions; or
-
(ii) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or
-
(iii) revoked or varied by resolution passed by the shareholders of the Company in a general meeting,
whichever is the earlier.
The Directors will seek your approval for the Proposed Shareholders’ Mandate at the 22nd AGM of the Company and at each subsequent general meeting, subject to a satisfactory review by the Audit and Risk Management Committee of its continued application to Recurrent Transactions.
7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
Save as disclosed below, none of the other Directors and/or Major Shareholders of T7 Global Group and Persons Connected with them has any interest, direct and indirect in the Proposed Shareholders’ Mandate.
The direct and indirect shareholdings of the interested Directors, interested Major Shareholders and interested Persons Connected with them in T7 Global as at LPD are as follows:
| Interested Directors | Direct | Indirect | ||
|---|---|---|---|---|
| No. of Shares | % | No. of Shares | % | |
| Tan Kay Vin Tan Kay Zhuin |
4,678,000 273,000 |
0.52 0.03 |
- - |
- - |
| Interested Major Shareholder | Direct | Indirect | ||
| No. of Shares | % | No. of Shares | % | |
| TKS | 74,177,250 | 8.22 | 53,503,400* | 5.93 |
| Direct | Indirect | |||
| No. of Shares | % | No. of Shares | % | |
| Interested Persons Connected Puan Sri Shirley Law Siong Hiong Blue Ocean CP Energy |
52,829,400 - - |
5.85 - |
1,090,000** - - |
0.12 - - |
Page 12
-
Deemed interest by virtue of his spouse and children’s interest pursuant to Section 59(11) of the Act.
-
** Deemed interest by virtue of her interest in ZVS Resources Sdn. Bhd. pursuant to Section 8 of the Companies Act 2016
The interested Directors, namely Tan Kay Vin and Tan Kay Zhuin have abstained and will continue to abstain from all Board deliberations and voting on the Proposed Shareholders’ Mandate in which he is interested at the Board Meetings of T7 Global.
Sim Wai Han, Philip has an indirect shareholding of 150,000 ordinary shares in T7 Subsea, a 55% owned subsidiary of T7 Global. Philip Sim Wai Han does not have any direct or indirect shareholdings in T7 Global save as disclosed above.
The interested Major Shareholder namely TKS, as well as the interested Directors/ shareholders, Tan Kay Vin and Tan Kay Zhuin will also abstain from voting at the AGM on the resolution pertaining to the Proposed Shareholders’ Mandate in which they are interested.
The abovementioned interested Directors and Major Shareholder shall ensure that Persons Connected with him will abstain from voting in respect of his direct and indirect shareholdings at the AGM deliberating or approving the resolutions pertaining to the Proposed Shareholders’ Mandate in which he is interested.
8. DIRECTORS' RECOMMENDATION
The Directors (save for Tan Kay Vin and Tan Kay Zhuin whom are deemed interested in the Proposed Shareholders’ Mandate have abstained from giving opinion and making recommendations), having considered all aspects of the Proposed Shareholders’ Mandate, are of the opinion that the Proposed Shareholders’ Mandate is in the best interest of the Company and its shareholders and accordingly recommend that you vote in favour of the resolution pertaining to the Proposed Shareholders’ Mandate to be tabled at the AGM.
9. ANNUAL GENERAL MEETING
The ordinary resolutions to approve the Proposed Shareholders’ Mandate are set out in the Notice of the 22nd AGM contained in T7 Global’s 2025 Annual Report, which is sent to you together with this Circular/Statement dated 29 April 2026. The AGM will be held at Multipurpose Hall Block B, Level 5 @ KL Trillion Corporate Tower, 338, Jalan Tun Razak, 50400 Kuala Lumpur. on Tuesday, 25 June 2026 at 10.30 a.m. or any adjournment thereof.
The voting on the ordinary resolution at the AGM will be by way of poll. If you are unable to attend and vote in person at the 22nd AGM, you may appoint a proxy or proxies to attend, participate, speak and vote on his/ her behalf. As such, you are requested to complete, sign and return the Form of Proxy in accordance with the instructions contained therein, to be deposited with the Share Registrar of T7 Global at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan, alternatively, deposited in the drop-box located at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan not less than 48 hours before the time set for holding the 22nd AGM or any adjournment thereof.
In the case of electronic appointment, the Form of Proxy must be deposited via Vistra Share Registry and IPO (MY) portal (“The Portal”) at https://srmy.vistra.com not less than 48 hours before the time set for holding the AGM or any adjournment thereof. The lodging of the Form of Proxy shall not preclude you from attending, participating, speaking and voting at the AGM should you subsequently wish to do so. Please refer to the Form of Proxy for further information on electronic submission.
Page 13
10. FURTHER INFORMATION
Shareholders are advised to refer to the attached Appendix I for further information.
Yours faithfully For and on behalf of the Board T7 GLOBAL BERHAD
TAN SRI DATUK SERI DR. NIK NORZRUL THANI BIN N. HASSAN THANI Acting Executive Chairman
Page 14
PART B
SHARE BUY-BACK STATEMENT IN RELATION TO THE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK
T7 GLOBAL BERHAD
[Registration No. 200401023809 (662315-U)]
(Incorporated in Malaysia)
STATEMENT TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK
1. INTRODUCTION
At the Twenty-First Annual General Meeting (“ AGM ”) of the Company held on 24 June 2025, the Company had obtained its shareholders’ approval for the renewal of authority for the Company to purchase its own shares up to ten per centum (10%) of the total number of issued shares of the Company. In accordance with the Listing Requirements governing the purchase of its own shares by a listed company, the aforesaid approval from shareholders will lapse at the conclusion of the forthcoming 22nd AGM, unless such authority is renewed by an ordinary resolution to be passed by the shareholders at the 22nd AGM of the Company.
In connection thereto, the Company had on 26 March 2026 announced its intention to seek the shareholders’ approval for the Proposed Renewal of Authority for Share Buy-back at the forthcoming 22nd AGM of the Company.
The purpose of this Statement is to provide you with the relevant information on the Proposed Renewal of Authority for Share Buy-back and to seek your approval for the ordinary resolution thereon which will be tabled as a Special Business at the forthcoming 22nd AGM of the Company.
2. DETAILS OF THE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK
As at the LPD, the total number of Shares issued by the Company is 920,258,437 Shares, which includes 17,348,800 treasury shares. As such, the maximum number of T7 Global Shares which may be purchased and/or held by the Company will not be more than 92,025,843 Shares based on the total number of issued Shares as at the LPD.
The Proposed Renewal of Authority for Share Buy-back is subject to the compliance with Section 127 of the Act, the Listing Requirements and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by the relevant authorities at the time of the purchase, including the compliance with the public shareholding spread as required by the Listing Requirements.
The authority from shareholders for the Proposed Share Buy-Back, if renewed, will be effective immediately upon the passing of the ordinary resolution to be tabled at the forthcoming 22nd AGM of the Company and will continue to be in force until:
-
(i) the conclusion of the next AGM of the Company, at which time the authority shall lapse, unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or
-
(ii) the expiration of the period within which the next AGM of the Company is required by law to be held; or
-
(iii) revoked or varied by an ordinary resolution passed by the shareholders of the Company in a general meeting,
whichever occurs first.
Page 16
The Proposed Renewal of Authority for Share Buy-Back does not impose an obligation on the Company to purchase its own Shares but rather, it will allow the Board to exercise the power of the Company to purchase its own Shares at any time within the abovementioned time period.
The actual number of Shares to be purchased, the total amount of funds involved for each purchase and the funding of the purchase will depend on the market conditions and sentiments of the stock market as well as the financial resources available to the Company.
Nevertheless, the Board will ensure that the Company satisfies the solvency test as stated under Section 112(2) of the Act before executing any buy-back of its own Shares.
2.1 Status and Treatment of Treasury Shares
Pursuant to the provisions of Section 127(7) of the Act, the Board may, at its discretion, deal with the Purchased Shares in the following manner:
-
(i) cancel the Shares so purchased; or
-
(ii) retain the Shares so purchased as treasury shares; or
-
(iii) retain part of the Shares so purchased as treasury shares and cancel the remainder; or
-
(iv) distribute the treasury shares as share dividends to shareholders; or
-
(v) resell the treasury shares or any of the said Shares on Bursa Malaysia Securities in accordance with the Listing Requirements; or
-
(vi) transfer the treasury shares, or any of the Shares for the purposes of or under an employees’ share scheme established by the Company; or
-
(vii) transfer the treasury shares, or any of the said Shares as purchase consideration.
Appropriate announcement(s) and notice(s) will be made to Bursa Malaysia Securities and the relevant authorities in respect of the Board’s decision on the treatment of the Purchased Shares in compliance with the Listing Requirements and the Act. The Board may decide to cancel the Purchased Shares if the cancellation of the said shares is expected to enhance the EPS of the Group and thereby in the long term, have a positive impact on the market price of the Shares. If the Board decides to retain the Purchased Shares as treasury shares, it may distribute the treasury shares as share dividends to the Company’s shareholders and/or resell the Purchased Shares in accordance with the Listing Requirements and utilise the proceeds for any feasible investment opportunity arising in future or as working capital.
While the Purchased Shares are held as treasury shares, the rights attached to them as to voting, dividends and participation in other distributions and otherwise are suspended, and the treasury shares shall not be taken into account in calculating the number or percentage of Shares of a class of shares in the Company for any purposes including the determination on substantial shareholders’ shareholding, takeovers, notices, the requisitioning of meetings, the quorum for a meeting and the result of a vote on resolution at a meeting of the shareholders.
2.2 Source of Funds
Paragraph 12.10(1) of the Listing Requirements stipulates that the Proposed Share Buyback must be made wholly out of the retained profits of the Company. Therefore, the Board proposes to allocate a maximum amount of funds not exceeding the retained profits of the Company for the Proposed Share Buy-back. Based on the latest audited financial statements of the Company for the financial year ended 31 December 2025, the accumulated losses of the Company is approximately RM0.896 million.
The Proposed Share Buy-back will be funded from internally generated funds and/or bank borrowings, the proportion of which will depend on the quantum of purchase consideration as well as the availability of internally generated funds and borrowings and repayment capabilities of the Company at the time of purchase.
Page 17
In the event that the Proposed Share Buy-back is to be partly financed by bank borrowings, the Board will ensure that the Group has sufficient funds to repay the external borrowings and that the repayment will not adversely affect the operations and cash flows of the T7 Global Group.
The Board is mindful of the interest of the Company and its shareholders and will be prudent in respect of the Proposed Share Buy-back exercise.
2.3 Pricing
Pursuant to the provisions of the Listing Requirements, the Company may only purchase its own shares on Bursa Malaysia Securities at a price which is not more than fifteen per centum (15%) above the weighted average market price for T7 Global Shares for the five (5) market days immediately preceding the date of purchase.
In the case of resale of the Purchased Shares held as treasury shares, the Company may only resell the T7 Global Shares on Bursa Malaysia Securities at:
-
(a) a price which is not less than the weighted average market price of the T7 Global Shares for the five (5) market days immediately before the resale; or
-
(b) a discounted price of not more than five per centum (5%) to the weighted average market price of the T7 Global Shares for the five (5) market days immediately before the resale provided that:-
-
(aa) the resale takes place not earlier than thirty (30) days from the date of purchase; and
-
(bb) the resale price is not less than the cost of purchase of the T7 Global Shares being resold.
3. RATIONALE FOR THE PROPOSED SHARE BUY-BACK
The Proposed Share Buy-back will enable the T7 Global Group to utilise any of its surplus financial resources to purchase the T7 Global Shares. It also provides the opportunity for the Company to stabilise the supply and demand of the T7 Global Shares in the open market and thereby allowing the share price of T7 Global to better reflect the fundamental value of T7 Global Shares. If the purchased T7 Global Shares are subsequently cancelled, the long-term investors are expected to enjoy a corresponding increase in the value of their investments in the Company with the proportionate strengthening of the EPS of the Company.
The Purchased Shares can also be held as treasury shares and resold in accordance with the Listing Requirements on the market of Bursa Malaysia Securities at a higher price with the intention of realising a potential gain without affecting the total number of issued shares of T7 Global. In the event the treasury shares are distributed as share dividends to shareholders, this would serve as a reward to the shareholders of the Company.
Page 18
4. EFFECTS OF THE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK
The effects of the Proposed Renewal of Authority for Share Buy-Back on the share capital, net assets, working capital, earnings and EPS of the Company, assuming the purchase of own shares are up to the maximum ten per centum (10%) of the total number of issued shares of T7 Global, are set out below:-
4.1 Share Capital
The effect of the Proposed Renewal of Authority for Share Buy-Back on the total issued shares of the Company will depend on the Shares purchased are cancelled or retained as treasury shares.
In the event that all the Shares purchased are to be cancelled, the effect of the Proposed Renewal of Authority for Share Buy-Back on the total number of issued shares of the Company would be as follows:-
| No. of T7 Global Shares | |
|---|---|
| Existing total number of issued shares as at LPD | 920,258,437* |
| Less: No. of Shares to be cancelled pursuant to the Proposed Renewal of Authority for Share Buy-Back |
(92,025,843) |
| Total number of issued shares after the Proposed Renewal of Authority for Share Buy-Back and cancellation |
828,232,594 |
* Including 17,348,800 shares bought and retained as treasury shares
However, the Proposed Renewal of Authority for Share Buy-Back will have no effect on the total number of issued Shares if all the T7 Global Shares purchased are to be retained as treasury shares but the rights attaching to them as to voting, dividends and participation in other distributions and otherwise are suspended.
4.2 Net Assets
The effect of the Proposed Share Buy-back on the consolidated net assets of the T7 Global Group is depending on the number of Purchased Shares, the purchase prices of the Shares, the treatment of the Purchased Shares and the effective funding cost to T7 Global Group to finance such purchases or any loss in interest income.
When the Company purchases its own Shares, regardless of whether they are retained as treasury shares or are subsequently cancelled, the net assets per Share of T7 Global Group will decrease if the cost per Share purchased exceeds the net assets per Share of the Group at the time of purchase. Conversely, if the cost per Share purchased is below the net assets per Share of the Group at the time of purchase, the net asset per Share of the Group will increase.
In the case where the Purchased Shares are held as treasury shares and are subsequently resold on Bursa Malaysia Securities, the net assets per Share of the T7 Global Group will increase if the Company realises a gain from the resale, and vice versa.
If the treasury shares are distributed to the shareholders as share dividends, the net assets of the Group will decrease by the cost of the treasury shares.
Page 19
4.3 Working Capital
The Proposed Share Buy-back will reduce the working capital and cash flow of the T7 Global Group, the quantum of which depending on, amongst others, the number of Shares purchased, the purchase price(s) of the Shares and the funding cost, if any.
However, the cash flow or working capital position of the Group will be restored if the Purchased Shares are resold at least at its purchase price.
4.4 Earnings and EPS
The effect of the Proposed Share Buy-back on the EPS of the Group will depend on the number of Shares purchased, the purchase price(s) of the Shares and the effective cost or loss in interest income and/or the opportunity cost in relation to other investment opportunities of the Group.
The Proposed Share Buy-back may increase the EPS of the T7 Global Group if the Company realises a gain from the resale. Similarly, if the Purchased Shares are treated as treasury shares and subsequently resold, the extent of the effect to the earnings of the T7 Global Group will depend on the actual selling price(s), the number of treasury shares resold and the effective gain or interest savings arising from the resale.
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4.5 Directors’ and Substantial Shareholders’ Shareholdings
Based on the Company’s Registers of Directors’ and Substantial Shareholders’ Shareholdings as at LPD, and assuming the Company acquires the maximum number of the Shares authorised under the Proposed Share Buy-back and that all the Purchased Shares are fully cancelled, the effect of the Proposed Share Buy-back on the shareholdings of the Directors and Substantial Shareholders of the Company are as follows:
| Directors | As | at LPD |
Ass |
uming full imp Proposed Sh |
lementation of the are Buy-back |
|||
|---|---|---|---|---|---|---|---|---|
| Direct |
Indirect |
Direct |
Indirect |
|||||
| No. of Shares | % | No. of Shares | % | No. of Shares | % | No. of Shares | % | |
| Tan Sri Datuk Seri Dr. Nik Norzrul Thani Bin N. Hassan Thani |
1,000,000 | 0.11 | 229,386,100* | 25.41 | 1,000,000 | 0.12 | 229,386,100* | 27.70 |
| Tan Sam Eng | 600,000 | 0.07 | - | - | 600,000 | 0.07 | - | - |
| Tan Kay Vin | 4,678,000 | 0.52 | - | - | 4,678,000 | 0.56 | - | - |
| Tan Kay Zhuin | 273,000 | 0.03 | - | - | 273,000 | 0.03 | - | - |
| CP (R) Dato' Sri Wan Ahmad Najmuddin Bin Mohd |
2,212,000 | 0.25 | - | - | 2,212,000 | 0.26 | - | - |
| Tan Sri Dato’ Sri Koh Kin Lip, J. P. | 17,244,524 | 1.91 | 2,000,000 | 0.22 | 17,244,524 | 2.08 | 2,000,000 | 0.24 |
| Datuk Seri Rahim Bin Ismail | 20,000 | 0.00 | - | - | 20,000 | 0.00 | - | - |
| Dato’ Ir. Mat Rosly Bin Mat Daud | - | - | - | - | - | - | - | - |
| Substantial Shareholder | As | at LPD | Ass | uming full imp Proposed Sh |
lementation of the are Buy-Back |
|||
| Direct | Indirect | Direct | Indirect | |||||
| No. of Shares | % | No. of Shares | % | No. of Shares | % | No. of Shares | % | |
| TKS | 74,177,250 | 8.22 | 53,503,400 ** | 5.93 | 74,177,250 | 8.96 | 53,503,400 ** | 6.46 |
| Puan Sri Shirley Law Siong Hiong | 52,829,400 | 5.85 | 1,090,000*** | 0.12 | 52,829,400 | 6.38 | 1,090,000*** | 0.13 |
| Tan Sri Datuk Seri Dr. Nik Norzrul Thani Bin N. Hassan Thani |
1,000,000 | 0.11 | 229,386,100* | 25.41 | 1,000,000 | 0.12 | 229,386,100* | 27.70 |
| Abyssina Resources (M) Sdn. Bhd. | 229,386,100 | 25.41 | - | - | 229,386,100 | 27.70 | - | - |
Notes:
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Deemed interested by virtue of his interest in Abyssina Resources (M) Sdn. Bhd. pursuant to Section 8 of the Companies Act 2016.
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** Deemed interested by virtue of his spouse and sons’ shareholding in the Company pursuant to Section 59(11)(c) of the Companies Act 2016.
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*** Deemed interest by virtue of her interest in ZVS Resources Sdn. Bhd. pursuant to Section 8 of the Companies Act 201.
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5. PUBLIC SHAREHOLDING SPREAD
The Proposed Share Buy-back will be carried out in accordance with the prevailing laws at the time of the purchase including compliance with the 25% public shareholding spread as required under Paragraph 8.02(1) of the Listing Requirements.
Based on the Company’s Record of Depositors as at LPD, the public shareholding spread of the Company was 56.52%. In implementing the Proposed Renewal of Authority for Share Buyback, the Board is mindful of the compliance with public shareholding spread as required by the Listing Requirements and will use its best endeavours when purchasing its own Shares to such extent that it will not result in the Company being in breach of the minimum public shareholding spread of 25%.
6. POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUYBACK
Advantages
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(i) The Proposed Share Buy-back provides the opportunity for the Company to stabilise the supply and demand of T7 Global Shares in the open market, thereby reducing the volatility of Shares and allowing the price of T7 Global Shares to better reflect its fundamental value.
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(ii) The Proposed Share Buy-back is expected to enhance the EPS and the return on equity in the event of cancellation of the Shares bought back by the Company which will benefit its shareholders.
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(iii) The Purchased Shares can be held as treasury shares and resold in accordance with the Listing Requirements on the Bursa Malaysia Securities at a higher price with the intention of realising a potential gain without affecting the total number of issued shares of T7 Global.
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(iv) In the event the treasury shares are distributed as share dividends to shareholders, this would serve as a reward to the shareholders of the Company.
Disadvantages
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(i) The Proposed Share Buy-back, if implemented, would reduce the financial resources of the Group, which may result in the Group having to forgo other feasible investment opportunities that may emerge in the future or deprive the Group of the interest income that can be earned from deposits with licensed financial institution.
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(ii) The Proposed Share Buy-back would also reduce the amount of resources available for distribution in the form of dividends to shareholders in the future.
However, the financial resources of the Group may increase if the Purchased Shares held as treasury shares are resold in the market at prices higher than the purchase price.
Notwithstanding that, the Board will be mindful of the interests of the Company and its shareholders when undertaking the Proposed Share Buy-back and in the subsequent resale of treasury shares on Bursa Malaysia Securities. Hence, the Proposed Share Buy-back is not expected to have any potential material disadvantage to the Company and the shareholders.
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7. IMPLICATION OF THE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK IN RELATION TO THE RULES ON TAKE-OVERS
Pursuant to the Rules on Take-Overs, a person of a group of persons acting in concert will be required to make a mandatory general offer if his/their stake(s) in the Company is/are increased to beyond 33% of its total number of issued shares or if his/their existing shareholding(s) is/are more than 33% but less than 50% and it exceeds by another 2% in any six (6) months’ period.
In the event that the share buy-back exercise results in the shareholdings of any of the above parties being affected, the said person or group of persons acting in concert will be obliged to make a mandatory general offer for the remaining T7 Global Shares not held by him/them. However, an exemption from a mandatory offer obligation may be granted by Securities Commission Malaysia under the Rules on Take-Overs, subject to the affected person and the parties acting in concert complying with certain conditions, if the obligation is triggered as a result of action outside their direct participation.
As it is not intended for the share buy-back exercise to trigger the obligation to undertake a mandatory general offer by any of its Substantial Shareholders and/or parties acting in concert with them, the Directors of the Company will ensure that only such number of shares are purchased, retained as treasury shares, cancelled or distributed such that the Rules on TakeOvers will not be triggered.
8. PURCHASE, RESALE AND CANCELLATION OF PURCHASED SHARES MADE IN THE PAST TWELVE (12) MONTHS
The Company has not made any purchase or cancellation of its Shares or resale of treasury shares since it obtained the shareholders’ mandate at the 21st AGM held on 24 June 2025 up to the date of this Statement. As at the LPD, the total number of Shares retained as treasury shares was 17,348,800.
9. HISTORICAL SHARE PRICES
The monthly highest and lowest prices of T7 Global Shares as traded on the Main Market of Bursa Malaysia Securities for the last twelve (12) months from April 2025 to March 2026 are as follows:
| 2025 | Highest (RM) | Lowest (RM) |
|---|---|---|
| April | 0.440 | 0.230 |
| May | 0.295 | 0.245 |
| June | 0.270 | 0.245 |
| July | 0.275 | 0.240 |
| August | 0.275 | 0.235 |
| September | 0.250 | 0.225 |
| October | 0.270 | 0.240 |
| November | 0.335 | 0.250 |
| December | 0.315 | 0.275 |
| 2026 | ||
| January | 0.350 | 0.275 |
| February | 0.295 | 0.260 |
| March | 0.285 | 0.240 |
The last transacted price of T7 Global Shares as at the LPD was RM0.255.
(Source: Bursa Malaysia)
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10. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS
Save for the proportionate increase in the percentage of shareholdings including, amongst others, the voting rights of the shareholders of the Company as a result of the Proposed Share Buy-Back, none of the Directors and/or Substantial Shareholders of the Company and/or Persons Connected with them have any interest, whether direct or indirect in the Proposed Renewal of Authority for Share Buy-back.
11. APPROVAL REQUIRED
The Proposed Renewal of Authority for Share Buy-Back is subject to the approval of the shareholders at the forthcoming 22nd AGM of the Company.
12. DIRECTORS’ RECOMMENDATION
The Directors, having considered all aspects of the Proposed Renewal of Authority for Share Buy-Back, is of the opinion that the Proposed Renewal of Authority for Share Buy-Back is in the best interests of the Company. Accordingly, the Board recommends that you vote in favour of the ordinary resolution for the Proposed Renewal of Authority for Share Buy-Back to be tabled at the forthcoming 22nd AGM.
13. DIRECTORS’ RESPONSIBILITY STATEMENT
This Statement has been seen and approved by the Board and they individually and collectively accept full responsibility for the accuracy of the information given in this Statement and confirm that, after making all reasonable enquiries, to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading.
14. OTHER INFORMATION
There is no other information concerning the Proposed Renewal of Authority for Share BuyBack as shareholders and their professional advisers would reasonably require and expect to find in this Statement for the purpose of making informed assessment as to the merits of approving the Proposed Renewal of Authority for Share Buy-Back and the extent of the risks involved in doing so.
This Statement is dated 29 April 2026.
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APPENDIX I - FURTHER INFORMATION
1. DIRECTORS' RESPONSIBILITY STATEMENT
This Circular/Statement has been seen and approved by the Board, and the Directors collectively and individually accept full responsibility for the accuracy of the information contained herein and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading.
2. MATERIAL CONTRACTS
Our Board has confirmed that the Company or its subsidiaries has not entered into any other material contracts, not being contracts entered into in the ordinary course of business, within the two (2) years immediately preceding the date of this Circular/Statement.
3. MATERIAL LITIGATION, CLAIMS OR ARBITRATION
Save as disclosed below, as at the LPD, the Group is not engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, and the Board is not aware and has no knowledge of any proceedings pending or threatened against the Group, or of any facts likely to give rise to any proceedings, which might materially or adversely affect the Group's financial position or business:-
High Court of Kuala Lumpur Suit No. WA-22IP-40-09/2022 ("Suit 40") between Tanjung Offshore Services Sdn Bhd (Plaintiff), VME Process Systems Malaysia Sdn Bhd (Defendant)
Tanjung Offshore Services Sdn Bhd (" TOS ") and VME Process Systems Malaysia Sdn Bhd and VME Process Asia Pacific Pte Ltd (collectively " VME ") entered into several agreements in relation to the Bayan Redevelopment Project Gas Phase 2 (" Project "). Subsequently, a dispute arose between the parties, and had entered into a Joint Settlement Agreement (" JSA ") and an Intellectual Property Agreement (" IPPA "), both dated 23 September 2020, under which VME agreed to exit the Project and TOS would pay VME a settlement sum of RM22,880,000. TOS fulfilled its obligations under the JSA and IPPA, however VME failed to fulfill its obligations under the JSA.
TOS had on 8 September 2021 commenced an action against VME for the following:-
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i. Declarations that the JSA and IPPA both VME Process Asia Pacific Pte Ltd dated 23 September 2020 are null and void.
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ii. VME to return the sum of RM22,880,000 to TOS, which was the agreed settlement sum paid by TOS to VME under the JSA. If the JSA is declared null and void, this sum should be returned to TOS.
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iii. VME made defamatory statements against TOS and thus, for an injunction to permanently restrain VME from making such defamatory statements and for the publication of a public apology by VME.
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iv.
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General damages to be assessed.
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v. Interests at a rate of 5% per annum on the amounts owed to TOS from the date of judgment until full realisation.
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vi. Costs.
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In Suit 40 above, VME filed a counterclaim against TOS for the alleged contractual and common law breaches of VME's intellectual property ("IP"). In essence, VME counterclaimed that TOS had used VME's IP in the Project.
On 29 March 2023, VME filed an application to vacate trial. On 14 April 2023, the High Court dismissed VME’s application. On 21 October 2025, the Court of Appeal dismissed VME’s appeal against the High Court’s decision above (“Vacate Trial appeal decision”).
On 7 April 2023, VME filed an application to withdraw their counterclaim with liberty to file afresh. On 9 May 2023, the High Court allowed the withdrawal of VME's counterclaim with no liberty to file afresh. On 21 June 2024, the Court of Appeal dismissed VME's appeal against the High Court's decision above.
On 5 July 2024, the High Court granted all of TOS's claims above. The Court ordered VME to pay TOS costs of RM150,000. For the assessment of general damages, the High Court has fixed the decision date on 21 May 2026.
On 23 July 2024, VME filed an appeal against the High Court's judgment made on 5 July 2024 above. The hearing for VME's appeal was initially fixed on 3 July 2025 but was subsequently vacated and a new date for hearing was fixed on 21 October 2025. The Court of Appeal dismissed VME’s appeal and ordered VME to pay TOS costs of RM80,000.00 (“Full Trial appeal decision”).
On 20 November 2025, VME filed two separate applications, Motion 426 and Motion 427 for leave to appeal to the Federal Court, against the Court of Appeal’s Vacate Trial appeal decision and Full Trial appeal decision above. The hearings for both motions was fixed on 23 February 2026. The Federal Court dismissed both VME’s motions and ordered VME to pay TOS costs of RM30,000.00 and RM50,000.00 respectively.
4. DOCUMENTS AVAILABLE FOR INSPECTION
The following documents are available for inspection at our registered office at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan during normal business hours from Mondays to Fridays (except public holidays) from the date of this Circular/Statement up to the date of the forthcoming AGM of the Company:-
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(i) Constitution of T7 Global;
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(ii) Audited financial statements of our Group for the past 2 years for the FYE 31 December 2024 and FYE 31 December 2025;
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(iii) Latest unaudited results since the last audited financial statements if available before printing of the circular; and
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(iv) Cause papers in respect of the material litigation as stated in Section 3.
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