Star Media : Annual Report 2022

RATIONALE

2022 marked a robust year for Star Media Group and the cover design of the annual report reflects the bold approach to the way the Group carries out its business. Having embarked on a number of new initiatives while strengthening its existing products, the Group is geared towards "accelerating new possibilities" and continuously pushing boundaries in the media industry.

The vibrant colours demonstrate the Group's outlook and reflect an inherently dynamic, creative, and energetic culture. As we move forward, the Group will continue to provide innovative, value-added solutions and create meaningful impact in the communities we serve.

VISION

To be the leading and innovative media group with various touchpoints to connect with people.

SOAR TO GREATER HEIGHTS.

MAKE A DIFFERENCE ALWAYS.

GROW THE RIGHT WAY.

MISSION

Our role as a media company is to keep people informed and inspired through our content and services. In order to continue offering our customers the best-in-class products and experiences, we will continue to innovate.

INFORM.

INSPIRE.

INNOVATE.

WHAT'S INSIDE

1. 1. Vision and Mission
   2. Notice of Annual General Meeting
2. OVERVIEW
3. 1. Financial Calendar
   2. Corporate Information
   3. Five-YearGroup Financial Highlights
4. LEADERSHIP
5. 1. Chairman's Statement

1. Management Discussion and Analysis

1. Profiles of Directors

1. Profiles of Key Management

3 COMPLIANCE

28 Corporate Governance Overview Statement

40 Statement on Risk Management and Internal Control

44 Audit Committee Report

48 Additional Compliance Information

4 KEY HIGHLIGHTS

1. FY2022 Awards

1. FY2022 Highlights

5 STATEMENTS

1. Sustainability Statement

1. Financial Statements

6 OTHER INFORMATION

188 List of Properties

1. Analysis of Shareholdings

1. Corporate Directory

• Proxy Form

2	STAR MEDIA GROUP
ANNUAL REPORT 2022

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Fifty-First (51st) 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, 22 May 2023 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 2022 together with the Directors' and Auditors' Reports thereon
   Refer to Explanatory Note 1
2. To approve the payment of a first and final single-tier dividend of 1.0 sen per ordinary share in respect

of the financial year ended 31 December 2022.	Ordinary Resolution 1
Refer to Explanatory Note 2
3. To re-elect Madam Wong You Fong who retires by rotation pursuant to Clause 116 of the Company's	Ordinary Resolution 2
Constitution and who being eligible, offers herself for re-election as a Director of the Company.
Refer to Explanatory Note 3
Mr Choong Tuck Oon and Ms Christina Foo retire as Directors in accordance with Clause 116 and
Clause 96(c) of the Company's Constitution respectively at the conclusion of this 51st AGM.
Refer to Explanatory Note 3

4. To approve the payment of Non-Executive Directors' fees based on the fee structure as disclosed in the	Ordinary Resolution 3
Explanatory Note 4, from the 51st AGM until the next AGM of the Company.
Refer to Explanatory Note 4

1. To approve the payment of benefits payable to the Non-Executive Directors (excluding
   Non-Executive Directors' fees) of up to RM550,000 from the 51st AGM until the next AGM of the Company. Ordinary Resolution 4 Refer to Explanatory Note 4
2. 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 5

Refer to Explanatory Note 5

3

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following motions as resolutions:

ORDINARY RESOLUTION

7. 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 not exceed 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 6

Refer to Explanatory Note 6

ORDINARY RESOLUTION

8. 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:

1. 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);
2. 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
3. the authority shall commence upon the passing of this Resolution and continue to be in force until:
4. 1. 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;
   2. the expiration of the period within which the next AGM of the Company is required by law to be held; or
   3. 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:

1. cancel all the ordinary shares so purchased; and/or
2. retain the ordinary shares so purchased in treasury for distribution as dividend to the shareholders and/or resell on the market of Bursa Securities; and/or transfer under an employees' share scheme (if any) and/or transfer as purchase consideration; and/or
3. retain part thereof as treasury shares and cancel the remainder;

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;