ACCOUNTABILITY | NOTES TO THE FINANCIAL STATEMENTS 277 INTEGRATED ANNUAL REPORT 2026 48. REDEEMABLE CONVERTIBLE PREFERENCE SHARES On 14 January 2025, YPOHL, had entered into a conditional subscription agreement for the issuance to the Investors of the following: 1. 1,000,000 new RCPS at an aggregate subscription price of USD1.0 billion; 2. 1,000,000 new warrants for an aggregate consideration of USD1.00 to each investor in each tranche; and; 3. Subject to mutual agreement between the Issuer and the Investors, and subject to the Fourth Tranche Closing, up to a further 500,000 RCPS at an aggregate subscription price of USD0.5 billion. Tranche Timing of issuance No. of RCPS No. of Warrants(i) Subscription consideration In USD’000 Equivalent amount in RM’000 Tranche 1 First Tranche Closing 300,000 300,000 300,000 1,177,860 Tranche 2 Second Tranche Closing 200,000 200,000 200,000 785,240 Tranche 3 Third Tranche Closing 300,000 300,000 300,000 1,177,860 Tranche 4 Fourth Tranche Closing 200,000 200,000 200,000 785,240 Total 1,000,000 1,000,000 1,000,000 3,926,200 (i) Each Investor is required to pay a nominal consideration of USD1.00 (equivalent to RM3.9) prior to subscribing for their entitled number of Warrants under each tranche. As at 31 January 2026, the First and Second Tranche Closings of the RCPS were completed on 16 June 2025 and 16 December 2025, respectively, following the total issuance to the Investors of 500,000 RCPS and 500,000 Warrants at the subscription consideration of USD500 million (RM2,122 million). The RCPS are classified as equity instruments in accordance with MFRS 132 “Financial Instruments: Presentation” based on the following: • The Issuer is not obligated to make any periodic distribution payments as the Issuer has absolute discretion to defer payments of such distributions indefinitely. • There is no compulsory redemption of the amounts subscribed by the Investors. Redemption and events that may result in redemption or conversion of the RCPS (as stipulated in the RCPS terms and conditions) are at the discretion of the Issuer. • In the event of liquidation or deemed liquidity of YPOPL and/or the Issuer, the terms of the RCPS require an assessment of who controls the actions to be taken in such circumstances. Based on the RCPS terms and conditions, the Issuer retains control over the redemption or conversion outcomes, and there is no unavoidable contractual obligation to deliver cash or another financial asset to the Investors. The RCPS are convertible into ordinary shares of YPOHL in connection with an IPO of YPOHL or following an IPO, subject to the terms of the subscription agreement. YPOHL may, at its discretion, redeem the RCPS in whole or in part, subject to minimum redemption thresholds. Mandatory redemption of a portion of the RCPS is triggered upon the commencement or acquisition of certain large FPSO/FSO projects. Upon redemption or conversion, the RCPS will be derecognised from equity with no impact on profit or loss. As at 31 January 2026, the carrying amount of the RCPS was RM2,097 million, net of transaction costs of RM42 million, and allocation of proceeds based on the fair value of warrants at the closing date of each tranche of RM21 million. Payment-inkind distributions to RCPS holders of RM38 million were declared and capitalised into the carrying value of the RCPS during the current financial year. The net cash inflow of RM2,080 million is presented within financing activities in the statement of cash flows.
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