KUALA LUMPUR: Shareholders of PRG Holdings Bhd voted against Resolutions 1, 5 and 6 at PRG’s Annual General Meeting (AGM) earlier this morning, sending a clear message that they are concerned with governance breaches within the company. 

Resolution 1 pertained to directors’ fees and allowances, while Resolution 5 and 6 pertained to authority for directors to issue shares, and a proposed share buyback. 

Datuk Sheah Kok Fah, the second largest shareholder of PRG Holdings Bhd with an 8.14% stake, said that shareholders voted against these resolutions given the existing unresolved related party transaction issues, impairments and substantial losses suffered by PRG. 

Therefore, shareholders would not automatically advance approval for the director’s fees, or to give further authority for issuance of new shares or a proposed share buyback, without first seeing meaningful corrective action in the company. 

Meanwhile, Resolutions 2, 3 and 4 were approved by shareholders. 

Resolutions 2 and 3 were for the re-election of Tan Sri Mazlan and Datin Arlina as Independent Non-Executive Directors of PRG. 

Resolution 4 pertained to the re-appointment of BDO PLT as auditors.

Sheah said that the re-election of Tan Sri Mazlan and Datin Arlina ensures that the Board remains at six directors instead of being reduced to only four directors.

“A smaller Board would inevitably concentrate greater influence and decision-making power in the hands of executive management, particularly the Group Managing Director,” said Sheah in a statement. 

As for the re-appointment of BDO, this would provide continuity in the audit process during a period when significant new information has emerged. 

Sheah said he was encouraged with the results of the AGM and grateful for the support shown by our shareholders. 

He added that the AGM was only the first step. Subject to shareholder support, he intends to requisition an EGM to seek changes that are necessary to improve governance and accountability within the company. 

“These proposals may include the removal of the current Group Managing Director and the appointment of new directors, for the protection of all shareholders,” said Sheah. 

The issues of governance in PRG Holdings Bhd centres on the transactions between PRG’s subsidiary, Premier Construction (International) Sdn Bhd (PCI), and Premier De Muara Sdn Bhd (PDM). 

Suspicions on governance breach first emerged when PRG made an announcement to Bursa Malaysia on a proposed debt settlement transaction on 23 April 2026.

The transaction involved the settlement of approximately RM37.17 million owed by PDM to PCI through the transfer of 12 condominium units valued at RM13.73 million.

There was a remaining balance of RM23.44 million with no clearly disclosed recovery mechanism. 

PRG later terminated the agreement on May 19, citing the RPT issue and PDM’s failure to disclose a court judgment affecting its obligations.

Then suddenly on June 8, PRG told Bursa that this amount owed has increased significantly from RM37.17 million to RM64.24 million. 

Questions now arise as to what is the true financial position, who benefited from these arrangements, and who ultimately bears the financial consequences.