Minutes of the 52nd AGM

STAR MEDIA GROUP BERHAD

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

Minutes of the Fifty-Second Annual General Meeting ("52nd 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, 27 May 2024 at 10.00 a.m. via TIIH online website at https://tiih.online/

1

Star Media Group Berhad

Minutes of the 52nd AGM held on 27 May 2024

Shareholders and Proxies

A total of 266 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, Tan Sri Chor Chee Heung, the Chairman of the Company, welcomed all shareholders, Directors, Management and other participants to the 52nd AGM of the Company. He informed the meeting that since the AGM was conducted in a virtual manner, shareholders and proxies were only allowed to participate in the meeting remotely.
2. Tan Sri Chairman stated that door gifts would not be distributed at this AGM. Instead, the Company wishes to reward its shareholders with dividend payments on the back of positive financial performance. He also informed the shareholders that the hard copy of the Company's Annual Report would be sent to those who have requested it.
3. Tan Sri Chairman introduced the members of the Board, Group CEO, Financial Controller, Company Secretary and representatives of the Company's External Auditors, BDO PLT who were present at the Broadcast Venue.

2. QUORUM AND NOTICE OF MEETING

1. With the requisite quorum present, Tan Sri Chairman called the meeting to order.
2. The Company received 21 valid proxy forms in total from shareholders holding 347,827,562 shares, representing 47% of the Company's total issued shares. Out of the proxy forms received, 5 shareholders had appointed the Chairman of the meeting as their proxy to vote on their behalf for 327,814,310 shares in total held by them representing 44% of the
   Company's total issued shares.
3. As the Notice of the 52nd AGM dated 26 April 2024 had been published and disseminated within the stipulated period, Tan Sri Chairman declared that the AGM Notice was taken as read.

3. VOTING AND PROCEDURES OF MEETING

3.1 Tan Sri Chairman provided a brief explanation of the meeting procedures as follows:

1. As required by Paragraph 8.29A of the Main Market Listing Requirements ("Listing Requirements") of Bursa Malaysia Securities Berhad ("Bursa Securities"), all ordinary resolutions as set out in the notice calling the meeting were to be voted by poll and an independent scrutineer was to be appointed to validate the votes cast. For this purpose, Tricor had been appointed as the Poll Administrator and Coopers as the Independent Scrutineer to verify and confirm the poll results. The poll results would be announced prior to the closure of the meeting.
2. Shareholders and proxies were encouraged to ask questions regarding the resolutions set out in the AGM Notice.

2

Star Media Group Berhad

Minutes of the 52nd AGM held on 27 May 2024

1. Tan Sri Chairman announced the opening of the online voting session at 10.05 a.m. Shareholders and proxies were informed they could cast their votes on the resolutions during or after the deliberation of all agenda items.
2. A tutorial video demonstrating the e-polling procedures via TIIH Online was played at the meeting.

4. OVERVIEW OF THE GROUP'S FINANCIAL HIGHLIGHTS FOR THE

FINANCIAL YEAR ENDED 31 DECEMBER 2023 ("FY2023")

4.1 There was a snapshot presentation of an overview of the Group's financial highlights for

FY2023, which covered the following:

1. Five-yearrevenue performance from FY2019 to FY2023, with FY2023 having the highest revenue registered since the Covid-19 pandemic, amounting to RM220 million.
2. Five-yearprofit/loss after tax, with a net profit of RM7.49 million in FY2023.
3. Comparison of the segmental revenue and profit before tax for FY2023 and FY2022.
4. The Company's dividend payout from FY2019 - FY2022 and the proposed dividend for FY2023 which was subject to the shareholders' approval at the AGM.

Tan Sri Chairman shared that consistent efforts are being made annually to improve the Company's performance and emphasized that shareholder interests are always a priority in the Company's decisions. Tan Sri Chairman also mentioned that dividends were consistently declared yearly for the past five years, with exceptions in FY2020 and FY2021 due to the Covid-19 impact on business. Tan Sri Chairman informed that the ongoing strategies include potential mergers and acquisitions, with the aim to improve the Group's performance.

Tan Sri Chairman expressed his appreciation and gratitude for the continuous support of the shareholders. He also thanked the Board members and senior management team and staff for their effort, dedication and commitment.

5. MEETING AGENDA

Tan Sri Chairman then proceeded with the following agenda items:

ORDINARY BUSINESS

1. AUDITED FINANCIAL STATEMENTS ("AFS") FOR FY2023
   Tan Sri Chairman highlighted that as stated in the AGM Notice, the AFS for FY2023 would not be put forward for voting. This is in line with the provision of Section 340(1) of the Companies Act 2016 ("CA 2016") which only requires the AFS to be laid before the shareholders.
2. ORDINARY RESOLUTION 1
   PAYMENT OF THE FIRST AND FINAL SINGLE-TIER DIVIDEND OF 1.0 SEN PER SHARE FOR FY2023

Tan Sri Chairman informed that Ordinary Resolution 1 was to approve the payment for the first and final single-tier dividend of 1.0 sen per ordinary share in respect of the FY2023. If

3

Star Media Group Berhad

Minutes of the 52nd AGM held on 27 May 2024

approved, the dividend will be paid on 12 June 2024 to all shareholders whose names appear in the Record of Depositors at the close of business on 29 May 2024.

5.3 ORDINARY RESOLUTION 2

RE-ELECTION OF MS TEE CHEW LAY WHO RETIRES UNDER CLAUSE 96(c)

OF THE COMPANY'S CONSTITUTION

Ms Tee Chew Lay was appointed to the Board as an Independent Director on 1 March 2024.

According to Clause 96(c) of the Company's Constitution, any director who is appointed shall hold office until the next AGM. Ms Tee retires from office pursuant to Clause 96(c) of the Company's Constitution and, being eligible offers herself for re-election as a Director of the Company.

The Board of Directors had recommended Ms Tee' re-election. Her profile is set out on page

36 of the Company's Annual Report 2023.

5.4. ORDINARY RESOLUTION 3

PAYMENT OF FEES TO THE NON-EXECUTIVE DIRECTORS

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.

Ordinary Resolution 3 was to consider the proposed directors' fees payable to the Non- Executive Directors in accordance with the fee structure set out in Note (4) on page 7 of the Company's Annual Report 2023. The Chairman highlighted that there were no changes to the Directors' fees. The fees, if approved by the shareholders, will take effect from the conclusion of 52nd AGM until the next AGM in 2025.

5.5 ORDINARY RESOLUTION 4

BENEFITS PAYABLE TO THE NON-EXECUTIVE DIRECTORS

Ordinary Resolution 4 was on the payment of Non-Executive Directors' benefits up to an amount of RM600,000 from the 52nd AGM until the next AGM of the Company. These benefits include Board Committee allowance, meeting allowance, and claimable benefits including reimbursable expenses incurred in the course of carrying out their duties as Directors. The proposed benefits payable had been estimated by taking into account several factors including the Board size and number of scheduled meetings and allowance payable to the Non-Executive Directors for taking additional responsibilities in the Company and subsidiary. Shareholders' approval for Resolutions 3 and 4 would facilitate the continuous payment of Directors' fees and allowances monthly in arrears after each month of completed service of the Directors during the aforesaid period.

Tan Sri Chairman informed that Non-Executive Directors who are shareholders of the Company would abstain from voting on Ordinary Resolutions 3 and 4 in the Notice.

4

Star Media Group Berhad

Minutes of the 52nd AGM held on 27 May 2024

5.6 ORDINARY RESOLUTION 5

RE-APPOINTMENT OF AUDITORS, BDO PLT AS AUDITORS OF THE COMPANY AND AUTHORIZATION FOR DIRECTORS TO FIX REMUNERATION OF AUDITORS

Tan Sri Chairman informed that Ordinary Resolution 5 was for the re-appointment of BDO.

PLT as the Company's External Auditors for the financial year ending 31 December 2024 at a remuneration to be fixed by the Directors. BDO PLT has expressed their willingness to continue office as Auditors of the Company.

SPECIAL BUSINESS

1. ORDINARY RESOLUTION 6
   AUTHORITY TO ISSUE SHARES PURSUANT TO CA 2016
   Tan Sri Chairman highlighted that Ordinary Resolution 6 if approved, the Directors will be allowed 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. 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). If approved, this mandate will be valid from the 52nd AGM until the next AGM.
   Tan Sri Chairman had informed that the Company has not issued any new Star Shares under the general mandate approved at the previous AGM. A detailed explanation of the proposed Ordinary Resolution 6 is provided on page 8 of the Company's Annual Report 2023.
2. ORDINARY RESOLUTION 7
   PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY
   Ordinary Resolution 7 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).
   Tan Sri Chairman emphasized that the approval of shareholders for the proposed renewal does not entail an obligation on the Company to purchase its own shares. Instead, it will enable the Company to repurchase its shares at any time during the prescribed period, subject to compliance with the relevant provisions or requirements of CA 2016 and Bursa Securities. Full details of the proposal were set out in the Share Buy-Back Statement to Shareholders dated 26 April 2024.

5.9. ORDINARY RESOLUTION 8

PROPOSED VARIATION OF THE UNUTILISED PROCEEDS FROM THE DISPOSAL OF THE FORMER SUBSIDIARY, CITYNEON HOLDINGS LTD

Ordinary Resolution 8 was to consider the Proposed Variation to the unutilized proceeds from the disposal of Cityneon Holdings Ltd, which was formerly a subsidiary of the Company and whose disposal was completed in 2017. The Proposed Variation, which reallocates RM66.5 million from future investments to working capital, is intended to

5

Star Media Group Berhad

Minutes of the 52nd AGM held on 27 May 2024

provide the Company with greater flexibility to support its working capital needs and pursue potential expansion opportunities. The Proposed Variation will not limit the Company's ongoing efforts to seek strategic investments or to broaden its product offerings, with the aim of enhancing the Group's earnings.

The Board has considered the proposal and is of the opinion that the proposal is in the best interest of the Company. Details of the Proposed Variation are set out in the Circular to Shareholders dated 26 April 2024.

1. ANY OTHER BUSINESS
   Tan Sri Chairman informed that the Company had not received any notice to transact any other business.
2. QUESTIONS & ANSWERS ("Q&A") SESSION

1. Shareholders and proxies were invited to raise questions on the matters related to the business of the meeting via the query box on TIIH Online. He further informed that the Company would moderate and group together the questions which were related or similar in nature to provide a single response.
2. Tan Sri Chairman also informed that, the Board and Management would endeavor to address all relevant questions pertaining to the Company and the AGM agenda. Should any questions be inadvertently overlooked during the meeting, the Company would respond to the shareholders individually after the AGM and would post the answers on the corporate website.
3. Tan Sri Chairman then proceeded to the Q&A session. He responded to enquiries submitted in advance of the AGM, i.e. those from the Minority Shareholders Watch Group (MSWG) and questions posed by other shareholders. The pre-AGM questions were also displayed on the screen for shareholders' convenience and ease of reference. He invited the Group CEO and Financial Controller to address the questions concerning the Group's operations and business performance.
4. Tan Sri Chairman then proceeded to address the questions posed by the shareholders during the AGM, by inviting the respective Director and Management to respond to the questions and comments accordingly. The list of questions and the Company's responses which forms part of these minutes is attached herewith per Appendix A.
5. Tan Sri Chairman announced the closed of the Q&A session at 11.30 a.m.

8. VOTING ON ALL RESOLUTIONS

1. Tan Sri Chairman reminded shareholders who had not yet voted to proceed with their voting before he declared the voting session closed at 11.45 a.m.
2. The meeting was adjourned for approximately 15 minutes to allow tabulation and verification of the polling results.

6

Star Media Group Berhad

Minutes of the 52nd AGM held on 27 May 2024

9. ANNOUNCEMENT OF POLL RESULTS

Based on the poll results, Tan Sri Chairman declared that the following Resolution 3 was duly carried:

"THAT the payment of payment of fees to the Non-Executive Directors from the 52nd AGM until the next AGM of the Company based on the fee structure for the Non-Executive Directors, be approved."

7

Star Media Group Berhad

Minutes of the 52nd AGM held on 27 May 2024

Ordinary Resolution 4

Payment of Directors' benefits from the 52nd AGM until the next AGM of the Company

Based on the poll results, Tan Sri Chairman declared that the following Resolution 4 was duly carried:

"THAT the payment of benefits payable to the Non-Executive Directors (excluding Non- Executive Directors' fees) of up to an amount of RM600,000 from the 52nd AGM until the next AGM of the Company, be approved."

Ordinary Resolution 5

Re-appointment of BDO PLT as Auditors of the Company

Based on the poll results, Tan Sri Chairman declared that the following Resolution 5 was duly carried:

"THAT the appointment of BDO PLT as Auditors of the Company for the financial year ending 31 December 2024 and authorisation to the Board of Directors to determine their remuneration, be approved."

Ordinary Resolution 6

Authority to allot and issue shares

Based on the poll results, Tan Sri Chairman declared that the following Resolution 6 was duly carried:

"THAT, pursuant to Sections 75 and 76 of the Companies Act 2016 ("the Act") and subject to approval of the relevant regulatory bodies and/or parties, where required, the Directors be and are hereby authorised to allot and issue shares in the Company at any time at such price and upon such terms and conditions and for such purposes and to such person or persons whomsoever as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares so issued does not exceed ten percent (10%) of the issued capital of the Company for the time being and that, the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad and that, such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.

8

Star Media Group Berhad

Minutes of the 52nd AGM held on 27 May 2024

AND THAT, pursuant to Section 85 of the Act, read together with Clause 49(a) of the Constitution of the Company, approval be and is hereby given to waive the statutory preemptive rights of the shareholders of the Company to be offered new shares ranking equally to the existing issued shares of the Company arising from any issuance of new shares pursuant to Sections 75 and 76 of the Act."

Ordinary Resolution 7

Renewal of share buy-back authority

Based on the poll results, Tan Sri Chairman declared that the following Resolution 7 was duly carried:

"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.

9

Star Media Group Berhad

Minutes of the 52nd AGM held on 27 May 2024

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;

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

Proposed Variation

Based on the poll results, Tan Sri Chairman declared that the following Resolution 8 was duly carried:

"THAT, approval be and is hereby given to the Company to vary the intended manner of utilisation of the proceeds raised from the Disposal as set out in Section 4 of the Circular to Shareholders of the Company dated 22 June 2017 in the manner and to the extent set out in Section 2 of the Circular to Shareholders of the Company dated 26 April 2024.

AND THAT, the Board of Directors of the Company ("Board") be and is hereby authorised to do all acts, deeds and things, as necessary to give full effect to the Proposed Variation with full powers to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or imposed by any relevant authorities, and to take all steps and actions as the Board may deem fit or expedient in order to carry out, finalise and give full effect to the Proposed Variation."

10