Star Media Berhad : Notice of the 50th AGM

NoTice of

ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Fiftieth (50th) Annual General Meeting ("AGM") of Star Media Group Berhad ("the Company") will be conducted through live streaming from the broadcast venue at Cyberhub, Level 2, Menara Star, 15, Jalan 16/11, 46350 Petaling Jaya, Selangor Darul Ehsan ("Broadcast Venue") on Monday, 23 May 2022 at 10.00 a.m. for the following purposes:

AGENDA

AS ORDINARY BUSINESS

• 1. To receive the Audited Financial Statements for the financial year ended 31 December 2021 together with the Directors' and Auditors' Reports thereon.

  Please refer to Explanatory Note 1

• 2. To re-elect the following Directors who are retiring by rotation in accordance with Clause 116 of the Company's Constitution and being eligible, have offered themselves for re-election:

  • (i) Tan Sri Dato' Sri Kuan Peng Ching @ Kuan Peng Soon

    Ordinary Resolution 1

  • (ii) Mr. Chan Seng Fatt

    Ordinary Resolution 2

  • (iii) Mr. Loh Chee Can

  Ordinary Resolution 3

  Please refer to Explanatory Note 2

• 3. To approve the increase in directors' fees payable to the Non-Executive Directors of the Company for the period commencing 1 January 2022 until the next AGM of the Company.

  Ordinary Resolution 4

  Please refer to Explanatory Note 3

• 4. To approve the payment of Non-Executive Directors' benefits (excluding directors' fees) of up to RM500,000 from the 50th AGM until the next AGM of the Company.

  Ordinary Resolution 5

  Please refer to Explanatory Note 4

• 5. To re-appoint Messrs BDO PLT as Auditors of the Company, to hold office until the conclusion of the next AGM and to authorise the Directors of the Company to fix their remuneration.

  Ordinary Resolution 6

  Please refer to Explanatory Note 5

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions, which will be proposed as Ordinary Resolutions:

6.

AUTHORITY TO ISSUE SHARES PURSUANT TO THE COMPANIES ACT 2016 ("THE ACT")

"THAT, subject always to the Act, the Constitution of the Company and the approvals from Bursa Malaysia Securities Berhad and any other relevant governmental/regulatory authorities, the Directors be and are hereby empowered, pursuant to the Act, to issue and allot shares in the capital of the Company from time to time and upon such terms and conditions, for such purposes and to such person or persons whomsoever, the Directors may, in their absolute discretion deemed fit, provided that the aggregate number of shares to be issued pursuant to this Resolution does notexceed ten percent (10%) of total number of issued shares of the Company for the time being, AND THAT, the Directors be and are empowered to obtain the approval from Bursa Malaysia Securities Berhad for the listing and quotation for the additional shares to be issued; AND FURTHER THAT, such authority shall commence immediately upon the passing of this Resolution and continue to be in force until the conclusion of the next AGM of the Company."

Ordinary Resolution 7

Please refer to Explanatory Note 6

7.

PROPOSED RENEWAL OF AUTHORITY FOR STAR MEDIA GROUP BERHAD TO PURCHASE ITS OWN ORDINARY SHARES ("PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY")

"THAT, subject always to the Companies Act 2016 ("the Act"), the provisions of the Company's Constitution, the Main Market Listing Requirements ("Listing Requirements") of Bursa Malaysia Securities Berhad ("Bursa Securities") and all other applicable laws, guidelines, rules and regulations for the time being in force and the approvals of the relevant governmental and/or regulatory authorities, the Company be and is hereby authorised to purchase such number of ordinary shares in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company, provided that:

• (a) the aggregate number of ordinary shares to be purchased and/or held by the Company as treasury shares shall not exceed ten percent (10%) of the total number of issued shares as quoted on Bursa Securities as at the point of purchase(s);

• (b) the maximum fund to be allocated by the Company for the purpose of purchasing its ordinary shares shall not exceed the total retained earnings of the Company at the time of the said purchase(s); and

• (c) the authority shall commence upon the passing of this Resolution and continue to be in force until:

  • (i) the conclusion of the next Annual General Meeting ("AGM") of the Company following this AGM at which this Resolution was passed, at which time it will lapse unless by an ordinary resolution passed at the next general meeting, the authority is renewed, either unconditionally or subject to conditions;

  • (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 is earlier.

THAT upon completion of the purchase by the Company of its own ordinary shares, the Directors of the Company be and are hereby authorised to deal with the shares purchased in their absolute discretion in the following manners:

and/or in any other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act and the Listing Requirements of Bursa Securities and any other relevant authority for the time being in force;

AND THAT the Directors of the Company be and are hereby authorised to do all acts, deeds and things as they may consider expedient or necessary in the best interest of the Company to give full effect to the Proposed Renewal of Share Buy-Back Authority with full powers to assent to any conditions, modifications, variations and/or amendments as may be imposed by the relevant authorities and to take all such steps, and do all such acts and things as they may deem fit and expedient in the best interest of the Company."

Ordinary Resolution 8

Please refer to Explanatory Note 7

8. To transact any other business of which due notice shall have been given.

BY ORDER OF THE BOARD

HOH YIK SIEW

(MAICSA 7048586)

(SSM PC No.: 202008003427)

Company Secretary

Petaling Jaya

22 April 2022

Explanatory Notes:

FOR ORDINARY BUSINESS

• 1. Audited Financial Statements for the financial year ended 31 December 2021 ("FY2021")

  The Audited Financial Statements for FY2021 are laid before the shareholders pursuant to Section 340(1)(a) of the Companies Act 2016 for discussion only under Agenda item 1. As such, it will not be put forward for voting.

• 2. Ordinary Resolutions 1 to 3

  Proposed Re-election of Directors in accordance with Clause 116 of the Company's Constitution

  Clause 116 of the Company's Constitution provides that one-third (1/3) of the Directors at the time being shall retire by rotation at the AGM of the Company and shall be eligible for re-election. All Directors are required to retire from office at least once every three (3) years.

  Tan Sri Dato' Sri Kuan Peng Ching @ Kuan Peng Soon, Mr. Chan Seng Fatt and Mr. Loh Chee Can are standing for re-election as Directors and being eligible, have offered themselves for re-election. Please refer to page 24 to page 27 in the Annual Report for the Directors' profile.

  For the purpose of determining the eligibility of the Directors to stand for re-election at the 50th AGM, the Board through the Nomination Committee had assessed each retiring Director and considered the Director's experience, expertise, competency, commitment and individual contribution by continuously performing his duties diligently as Director of the Company.

  The Board has recommended the re-election of the abovementioned Directors, subject to shareholders' approval at the AGM.

  All Directors standing for re-election under Clause 116 of the Constitution of the Company have abstained from deliberations and decisions on their own eligibility to stand for re-election at the board meeting. Any Director who is a shareholder of the Company will abstain from voting on the resolution in respect of his re-election at the 50th AGM.

• 3. Ordinary Resolutions 4 and 5

  Proposed Payment of Non-Executive Directors' ("NEDs")

  Fees and Benefits

  Section 230(1) of the Companies Act 2016 provides that amongst others, the fees and benefits payable to the directors of a listed company and its subsidiaries shall be approved at a general meeting. Pursuant thereto, shareholders' approval shall be sought at the 50th AGMfor the payment of fees and benefits to the NEDs of the Company under Resolutions 4 and 5 as follows:

• i) Ordinary Resolution 4 on the payment of directors' fees to the NEDs (including Independent Directors) for the period commencing 1 January 2022 until the next AGM of the Company.

• ii) Ordinary Resolution 5 on the payment of benefits (excluding directors' fees) to the NEDs of up to an amount of RM500,000 from the 50th AGM until next AGM of the Company.

3.1

Ordinary Resolution 4 on the directors' fees payable to the NEDs

At the 49th AGM held on 24 May 2021, shareholders approved the payment of directors' fees of RM700,000 for the FY2021. The actual fees paid to the NEDs for FY2021 amounted to RM651,000 and the details of individual NED total fees are provided in the Corporate Governance Overview Statement in the Annual Report.

The Remuneration Committee ("RC") of the Company is responsible to conduct periodic reviews of the Board remuneration policy to ensure that the NEDs are remunerated at an appropriate level for their commitment to the Company and to attract and retain high calibre and experienced individuals to oversee the Company's business and development. In performing the duties as required under its Terms of Reference, the RC had in February 2022 reviewed the remuneration of the NEDs.

The Board subsequently approved the RC's recommendation in respect of the fees payable to the NEDs to be increased by 10% commencing from 1 January 2022 until the next AGM of the Company as set out below:

The Board is of the view that it is fair and equitable that the directors' fees be revised upon considering the following:

• a) The last revision to the directors' fees was undertaken more than ten (10) years ago in 2010 and in view of the increased NEDs' responsibilities over the past years.

• b) The above proposal was made upon benchmarking against peer companies.

• c) The Directors took a voluntary 10% fee reduction (from 1 January 2020) for FY2020 to demonstrate support of company-wide Covid-19 cost-cutting measures before the fees were reinstated in FY2021.

Resolution 4, if passed will facilitate the payment of fees to the NEDs on a monthly basis or in such manner as the Board may determine, upon the Directors discharging their responsibilities and rendering their services to the Company. The aforesaid increase in directors' fees shall continue to be in force until varied by resolution passed by the shareholders in a general meeting.

3.2

Ordinary Resolution 5 on the payment of benefits (excluding directors' fees) to the NEDs

The proposed benefits payable applicable to the NEDs remain unchanged as per the benefits approved at the 49th AGM of the Company held on 24 May 2021, which comprise Board Committee allowance and meeting fees as set out below, golf membership as well as claimable benefits including reimbursable expenses incurred in the course of carrying out their duties as Directors.

In determining the estimated benefits payable, the Board has considered various factors including the number of anticipated Board and Committee meetings, assuming all full attendance by all of the NEDs. Resolution 5, if passed, will facilitate the payment of Directors' benefits on a monthly basis and/or as and when required after the Directors have rendered their services to the Company. In the event that the amount proposed is insufficient, approval will be sought at the next AGM in 2023 for the shortfall.

3.3

The NEDs who are shareholders of the Company will abstain from voting on Resolutions 4 and 5.

4.

Ordinary Resolution 6

Proposed Re-appointment of Auditors

The Audit Committee ("AC") had undertaken an annual review of the suitability, effectiveness of the external audit process, performance and independence of the External Auditors, BDO PLT as prescribed under Paragraph 15.21 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. The AC has also considered the Annual Transparency Report provided by BDO PLT in assessing its suitability as the Company's Auditors.

The Board, with the concurrence of the AC, is satisfied with the suitability of BDO PLT based on the quality of service, adequacy of resources provided, independence, objectivity and professionalism demonstrated by the External Auditors in carrying out their functions. The Board had at its meeting held on 22 February 2022 approved the recommendation of the AC to seek shareholders' approval on the re-appointment of BDO PLT as auditors of the Company to hold office until the conclusion of the next AGM. The re-appointment of BDO PLT as the Auditors of the Company is subject to the approval of the shareholders at the 50th AGM.

FOR SPECIAL BUSINESS

5.

Ordinary Resolution 7

Proposed Authority to Issue Shares pursuant to the Companies Act 2016

Ordinary Resolution 7 is for the purpose of granting a renewed general mandate ("General Mandate") and empowering the Directors of the Company, pursuant to the Act, to issue and allot new shares in the Company from time to time provided that the aggregate number of shares issued pursuant to the General Mandate does not exceed ten percent (10%) of the total number of issued shares of the Company (excluding treasury shares).

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