PRG AGM votes down three resolutions; shareholder pushes for EGM to reshape board

Thursday 08 Oct 2026

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KUALA LUMPUR (June 25): PRG Holdings Bhd (KL:PRG) shareholders voted down three of the six resolutions tabled at the company's annual general meeting (AGM) on Thursday, including proposals on directors' fees and allowances, a mandate to issue new shares, and a share buyback.

Shareholders, however, approved the re-election of independent non-executive directors Tan Sri Mazlan Lazim and Datin Arlina Ariff, as well as the re-appointment of BDO PLT as the company's external auditor, according to the group’s bourse filing.

The resolution seeking approval for directors' fees and allowances of up to RM365,000 for the period from June 26, 2026 until the next AGM was rejected after 57.82% of votes cast opposed the proposal, while 42.18% voted in favour.

A resolution authorising the directors to issue new shares was also defeated, with 57.91% voting against and 42.09% in favour. Shareholders similarly rejected the proposed share buyback mandate, with 57.82% voting against the resolution.

Datuk Sheah Kok Fah seeks support for EGM to reshape board

Following the AGM outcome, PRG's second-largest shareholder, Sheah, who holds an 8.14% stake, in statement said he would proceed with plans to seek shareholder support to requisition an extraordinary general meeting (EGM) to remove group managing director Andrew Chan Lim-Fai and appoint new directors.

"The AGM is only the first step. Subject to shareholder support, we intend to requisition an EGM to seek changes that we believe are necessary to improve governance and accountability within the company," he said in a statement.

"The proposals may include the removal of the current group managing director and the appointment of new directors for the protection of all shareholders."

Sheah said his objective was "not disruption, but to strengthen the company, protect minority shareholders and restore market confidence in PRG".

He holds an 8.14% stake in PRG. Shareholders holding at least 10% of the company’s issued share capital are required to convene an EGM.

Sheah had previously sought to table a resolution at the AGM to remove Chan, but the board rejected the proposal on the grounds that it did not comply with the legal requirements for shareholder resolutions.

Sheah told The Edge in a June 8-14 weekly edition that his concerns on Chan’s removal centred on corporate governance issues, particularly an undisclosed related-party transaction.

Chan is the son-in-law of PRG's largest shareholder, Datuk Ng Yan Cheng, who owns a 16.82% stake, or 82.47 million shares, in the company. He has served as group managing director since March 26, 2024.

The related-party transaction involved a proposed debt settlement between PRG and Premier De Muara Sdn Bhd (PDM), under which RM37.17 million owed by PDM to PRG for construction works carried out by its subsidiary, Premier Construction International Sdn Bhd (PCI), for the Picasso Residence project in Jalan Jelatek, Kuala Lumpur, was partially settled.

Ahead of Thursday's AGM, PRG appointed PKF Covenant Equity Consulting Sdn Bhd to conduct an independent review of the transactions between PCI and PDM, following Sheah's call for an independent assessment of the dealings. Sheah had alleged that PDM is effectively controlled by Ng.

Shares of PRG closed down half a sen or 5.26% at nine sen on Thursday, giving it a market capitalisation of RM44.13 million.

Edited ByPresenna Nambiar

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