Star Media Berhad : Minutes of 50th AGM

STAR MEDIA GROUP BERHAD

(Company No.: 197101000523 (10894-D))

Minutes of the Fiftieth Annual General Meeting ("50th AGM" or "the meeting") of Star Media Group Berhad ("Star" or "the Company") held virtually at the Broadcast Venue, Cyberhub, Level 2, Menara Star, 15, Jalan 16/11, 46350 Petaling Jaya, Selangor Darul Ehsan on Monday, 23 May 2022 at 10.00 a.m. via TIIH online website at https://tiih.online/

PRESENT
Directors
Attended in person
Tan Sri Dato' Seri Chor Chee Heung	- Chairman, Independent Non-Executive Director
Tan Sri Dato' Sri Kuan Peng Soon	- Deputy Chairman, Non-IndependentNon-Executive
		Director
Dato' Dr Mohd Aminuddin bin Mohd	-	Non-IndependentNon-Executive Director
Rouse
Joined remotely
Mr Chan Seng Fatt	-	Independent Non-Executive Director
Mr Choong Tuck Oon	-	Independent Non-Executive Director
Madam Wong You Fong	-	Independent Non-Executive Director
Mr Loh Chee Can	-	Independent Non-Executive Director
IN ATTENDANCE
Management
Attended in person
Mr Alex Yeow	- Group Chief Executive Officer ("Group CEO")
Mr Sam Au	- Group Chief Financial Officer ("Group CFO")
Ms Esther Ng	-	Chief Content Officer
Ms Lydia Wang	-	Chief Revenue Officer
Mr Terence Raj	- Senior General Manager, Group People
Ms Soh Sze Jean	-	Senior General Counsel
Mr Kevin Seng	-	General Manager, Technology
Ms Chai Ming Jye	-	General Manager, Internal Audit
Ms Kimberly Hoh	-	Group Company Secretary
Poll Administrator
Ms Wong Yoke Fun	- Executive Director, Deputy Head, Tricor Investor &
		Issuing House Services Sdn Bhd ("Tricor")
Independent Scrutineers
Mr Chuah Poo Sian	- Director, Coopers Professional Scrutineers Sdn Bhd
		("Coopers")
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Star Media Group Berhad

Minutes of the 50th AGM held on 23 May 2022

Joined remotely
External Auditors
Mr Tang Seng Choon	-	Lead Engagement Partner, Messrs BDO PLT ("BDO")
Mr Brendan Francis Lim Jern Zhen	-	Engagement Partner, BDO
Shareholders

A total of 262 eligible shareholders participated in the meeting which was conducted through live streaming and online remote voting via a Remote Participation and Voting ("RPV") platform at https://tiih.online/per the attendance record provided by the Company's Share Registrar, Tricor.

1. WELCOME AND INTRODUCTION

1. On behalf of the Board, the Chairman welcomed all shareholders, Directors, Management and other participants to the 50th AGM of the Company which was being held virtually.
2. It was noted that the meeting was conducted in accordance with Article 69 of the
   Company's Constitution, Section 327 of the Companies Act, 2016 ("CA 2016") and the revised Guidance Note and FAQs on the Conduct of General Meetings for Listed Issuers dated 7 April 2022 issued by the Securities Commission. To this end, the Company had met
   all the required conditions with respect to the convening and conducting of the Company's 50th AGM virtually.
3. The Chairman introduced himself, the Directors of the Company, Group CEO, Group CFO and Company Secretary who were present at the Broadcast Venue as well as the other Board members and representatives of the Company's External Auditors, BDO who were attending the meeting remotely.

2. QUORUM AND NOTICE OF MEETING

1. With the requisite quorum present, the Chairman then declared the meeting properly convened and constituted.
2. As the Notice of the 50th AGM dated 22 April 2022 ("AGM Notice") was circulated to the shareholders and advertised in The Star within the stipulated period, it was proposed that the AGM Notice was taken as read.

3. VOTING AND PROCEDURES OF MEETING

3.1 Chairman gave a brief explanation on the meeting procedures as follows:

1. Voting on all resolutions put forward to the meeting would be conducted by poll pursuant to paragraph 8.29A of the Main Market Listing Requirements ("Listing Requirements") of Bursa Malaysia Securities Berhad ("Bursa Securities") and that the results of the voting would be announced prior to the closure of this meeting.
2. Shareholders and proxies were given an opportunity to ask questions and seek clarifications with respect to the Financial Statements and the resolutions contained in the notice and agenda of this meeting.
3. The poll voting will be conducted through the RPV facility provided by Tricor whilst the poll results will be verified by Coopers, an independent scrutineer appointed by the Company.

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Star Media Group Berhad

Minutes of the 50th AGM held on 23 May 2022

1. In furtherance of his rights under Article 82 of the Company's Constitution, the Chairman exercised his right to demand for a poll in respect of all resolutions to be put to vote at the meeting.
2. Shareholders and proxies may cast their votes on the resolutions during or after the deliberation of all agenda items. Chairman announced the online voting session open at 10.08 a.m.
3. A tutorial video demonstrating the e-polling procedures via TIIH Online was played at the meeting

3.2 The Chairman reported that the Company had received in total 20 valid proxy forms from shareholders for a total of 385,754,764 ordinary shares representing 53.2% of the total issued shares of the Company excluding treasury shares. Out of those, 6 shareholders had appointed Chairman as proxy to vote on their behalf and the shares so represented were 313,418,960 representing 43.2% of the total outstanding shares of the Company.

4. MEETING AGENDA

4.1 The Chairman informed that the Group remains resilient as it transitions and operates in the new normal post Covid-19 environment. The Group's revenue had gradually improved in the fourth quarter ended 31 December 2021 with the resumption of economic activities. The Chairman shared that the Group's actual operating loss for the final quarter of 2021 had been reduced by 25% against the same quarter of 2020. Overall, the Group had managed to narrow its loss before taxation by half from RM54.10 million in 2020 to RM22.58 million in 2021. Chairman informed that the Group would continue to put its best efforts to assure smooth business continuity through accelerated digital adoption. He was very optimistic that the Group will deliver better and satisfying results in 2022.

The Chairman expressed his appreciation and gratitude for the continuous support of the shareholders. He also thanked the Board members and senior leadership team and staff for their effort, dedication and unwavering resilience and commitment.

The Chairman then proceeded with the following agenda items:

5. AGENDA NO. 1 : AUDITED FINANCIAL STATEMENTS ("AFS") FOR THE

FINANCIAL YEAR ENDED 31 DECEMBER 2021 ("FY2021")

5.1 The Chairman highlighted that as stated in the AGM Notice, the AFS will not be put forward for voting. This is in line with the provision of Section 340(1) of the CA 2016 which only requires the AFS to be laid before the shareholders.

MATTERS FOR SHAREHOLDERS' APPROVALS

6. AGENDA NO. 2 : ORDINARY RESOLUTIONS 1 TO 3RE-ELECTION OF DIRECTORS

6.1 The following Directors were standing for re-election at this AGM in accordance with provision of Article 116 of the Company's Constitution and being eligible had offered themselves for re-election:

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Star Media Group Berhad

Minutes of the 50th AGM held on 23 May 2022

▪ Tan Sri Kuan Peng Soon	(Ordinary Resolution 1)
▪	Mr Chan Seng Fatt	(Ordinary Resolution 2)
▪	Mr Loh Chee Can	(Ordinary Resolution 3)

The Board had recommended their re-election.

7. AGENDA NO. 3 : ORDINARY RESOLUTION 4

PAYMENT OF FEES TO THE NON-EXECUTIVE DIRECTORS

1. Section 230(1) of the CA 2016, stipulates amongst others, that the fees and benefits payable to the directors of a listed company shall be approved at a general meeting
2. The increase in payment of fees for the Non-Executive Directors, if approved will take effect from 1 January 2022 until the next AGM of the Company. The explanation on the fee structure of Non-Executive Directors of the Company was set out in detail on pages 7 and 8 of the Company's Annual Report 2021.

8. AGENDA NO. 4 : ORDINARY RESOLUTION 5

BENEFITS PAYABLE TO THE NON-EXECUTIVE DIRECTORS

1. The next agenda was on the payment of Non-Executive Directors' benefits up to an amount of RM500,000 from the 50th AGM until the next AGM of the Company. These benefits include Board Committee allowance, meeting allowance, golf membership and claimable benefits including reimbursable expenses incurred in the course of carrying out their duties as directors. There was no increase being proposed.
2. Chairman informed that Non-Executive Directors who are shareholders of the Company would abstain from voting on Ordinary Resolutions 4 and 5.

9. AGENDA NO. 5 : ORDINARY RESOLUTION 6RE-APPOINTMENT OF AUDITORS, BDO

1. Chairman informed that BDO would retire at the end of this meeting as the Company's External Auditors.
2. The Audit Committee and the Board had considered the re-appointment of BDO and was of the opinion that the re-appointment of BDO as Auditors is in the best interest of the Company. The Board had recommended the re-appointment of BDO and requested authorization for the Directors to fix their remuneration for the ensuing financial year.

10. AGENDA NO. 6 : ORDINARY RESOLUTION 7AUTHORITY TO ISSUE SHARES PURSUANT TO CA 2016

10.1 The Chairman highlighted that Ordinary Resolution 7 if approved, would allow the Directors from the date of the 50th AGM until the conclusion of the next AGM, to issue 10% of the total number of issued shares of the Company for such purposes and to such person(s) as the Directors may in their absolute discretion deemed fit subject to the relevant required approvals such as Bursa Securities, to allot and issue new shares in the Company. However, the aggregate number of shares issued must not exceed 10% of the total issued and paid-up capital of the Company (excluding treasury shares).

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Star Media Group Berhad

Minutes of the 50th AGM held on 23 May 2022

10.2 The Company has not issued any new Star Shares under the general mandate as approved at the previous AGM. The detailed explanation of the proposed Ordinary Resolution 7 was provided on pages 8 and 9 of the Annual Report 2021.

11. AGENDA NO. 7 : ORDINARY RESOLUTION 8RENEWAL OF SHARE BUY-BACK AUTHORITY

1. Ordinary Resolution 8 was to consider the proposed renewal of the Share Buy-back mandate to allow the Company to repurchase its ordinary shares not exceeding 10% of its total number of issued shares as quoted on Bursa Securities as at the point of purchase(s).
2. Chairman highlighted that shareholders' approval for the proposed renewal does not impose an obligation on the Company to purchase its own shares. Rather, it will allow the Company to buy back its shares at any time within the prescribed period subject to compliance with the relevant provisions or requirements of CA 2016 and Bursa Securities. The detailed explanation on the renewal of Share Buy-back was set out in the Statement to Shareholders dated 22 April 2022.

12. ANY OTHER BUSINESS

12.1 Chairman informed that there was no other business of which due notice had been given.

13. QUESTIONS & ANSWERS ("Q&A") SESSION

1. Chairman then proceeded to the Q&A session.
2. Chairman informed that the Company had received some questions posed by shareholders prior to the meeting. Shareholders and proxies were also invited to raise questions on the matters related to the business of AGM via the query box on TIIH Online. Chairman further informed that the Company would moderate and group together the questions which were related or similar in nature to provide a single response.

1. Chairman also informed that, the Board and Management would endeavor to address relevant questions relating to the Company and agenda for the AGM and if their questions were not addressed at the meeting, the Company would response to the shareholders individually after the AGM and post the answers on the corporate website. With that, the Chairman concluded and closed the Q&A session at 11.05 a.m.
2. The list of questions and the Company's responses which forms part of these minutes is attached herewith per Appendix A.

14. POLL VOTING

1. The Chairman declared the closure of the voting session at the meeting at 11.10 a.m.
2. The meeting was adjourned for approximately 20 minutes to allow tabulation and verification of the polling results.

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