STAR PUBLICATIONS (MALAYSIA) BERHAD
(Company No.10894-D)
(Incorporated in Malaysia)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Thirty-ninth Annual General Meeting of Star Publications (Malaysia)
Berhad will be held at the Cyberhub, Level 2, Menara Star, 15 Jalan 16/11, 46350 Petaling Jaya, Selangor Darul
Ehsan on Thursday, 26 May 2011 at 10.00 a.m. for the transaction of the following business:-
AGENDA
ORDINARY BUSINESS
1.
2.
3.
To receive and adopt the Directors’ Report and Audited Financial Statements for the
year ended 31 December 2010 together with the Auditors’ Report thereon
Resolution 1
To re-elect Datin Linda Ngiam Pick Ngoh who retires by rotation pursuant to Article 117
of the Company’s Articles of Association
Resolution 2
To re-elect the following Directors who retire pursuant to Article 101 of the Company’s
Articles of Association :i) Mr Kuah Hun Liang
4.
ii) Datuk Vincent Lee Fook Long
Please refer to
Note iv
Resolution 3
iii) Mr Lee Siang Korn @ Lee Siang Chin
Resolution 4
iv) Dato’ Yip Kum Fook
Resolution 5
v) Mr Ho Kay Tat
Resolution 6
To re-appoint Tan Sri Datuk Seri Kamal Mohamed Hashim, who is retiring pursuant to
Section 129(6) of the Companies Act, 1965
Resolution 7
To re-appoint Dato’ Wira Syed Abdul Jabbar bin Syed Hassan, who is retiring pursuant
to Section 129(6) of the Companies Act, 1965
Resolution 8
6.
To approve Directors’ fees of up to RM535,000 for the year ended 31 December 2010
Resolution 9
7.
To re-appoint Messrs BDO as Auditors of the Company and to authorise the Directors to
fix their remuneration
Resolution 10
5.
SPECIAL BUSINESS
As special business, to consider and if thought fit, to pass the following Ordinary
Resolutions:
8.
ORDINARY RESOLUTION
PROPOSED AUTHORITY TO ALLOT SHARES PURSUANT TO SECTION
132D OF THE COMPANIES ACT, 1965
“THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are
hereby authorised to issue shares in the Company at any time and from time to time until
the conclusion of the next Annual General Meeting upon such terms and conditions and
for such purposes as the Directors may in their absolute discretion deem fit, provided
that the aggregate number of shares to be issued does not exceed 10% of the issued share
capital of the Company for the time being, subject always to the approval of all relevant
regulatory bodies being obtained for such allotment and issue.”
Resolution 11
9.
ORDINARY RESOLUTION
PROPOSED RENEWAL OF AUTHORITY FOR STAR PUBLICATIONS
(MALAYSIA) BERHAD TO PURCHASE ITS OWN SHARES
‘THAT subject always to the Companies Act, 1965 (“Act”), rules, regulations and
orders made pursuant to the Act, provisions of the Company’s Memorandum and
Articles of Association, Main Market Listing Requirements of Bursa Malaysia Securities
Berhad (“Bursa Securities”) and any other relevant authority or approval for the time
being in force or as may be amended from time to time, the Directors of the Company be
and are hereby authorised to make purchases of ordinary shares of RM1.00 each in the
Company’s issued and paid-up ordinary share capital 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, necessary and expedient in the interest of
the Company, provided that:
(a)
the aggregate number of ordinary shares which may be purchased and/or held by
the Company as treasury shares shall not exceed ten per centum (10%) of the
total issued and paid-up ordinary share capital of the Company at any point in
time of the said purchase(s);
(b)
the maximum funds to be allocated by the Company for the purpose of
purchasing its shares shall not exceed the total retained earnings and share
premium reserves of the Company at the time of the said purchase(s); and
(c)
the authority conferred by this resolution shall commence immediately 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 the general meeting at which such resolution was
passed at which time it shall lapse unless by ordinary resolution passed
at that meeting, the authority is renewed, either unconditionally or
subject to conditions;
(ii)
the expiration of the period within which the next AGM after that date
is required by law to be held; or
(iii)
revoked or varied by ordinary resolution passed by the shareholders of
the Company in a general meeting,
whichever is earlier.
AND THAT upon completion of the purchase by the Company of its own shares, the
Directors of the Company be and are hereby authorised to deal with the shares purchased
in their absolute discretion in the following manner:
(aa)
cancel all the shares so purchased; and/or
(bb)
retain the shares so purchased in treasury for distribution as dividend to the
shareholders and/or resell on the market of Bursa Securities; and/or
(cc)
retain part thereof as treasury shares and cancel the remainder;
and in any other manner as prescribed by the Act, rules, regulations and orders made
pursuant to the Act and the Main Market 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 take all such
steps as are necessary (including the opening and maintaining of a depository account(s)
under the Securities Industry (Central Depositories) Act, 1991) and enter into any
agreements, arrangements and guarantees with any party or parties to implement,
finalise and give full effect to the aforesaid purchase with full powers to assent to any
conditions, modifications, revaluations, variations and/or amendments (if any) as may be
imposed by the relevant authorities from time to time or as the Directors may in their
discretion deem necessary and to do all such acts and things as the said Directors may
deem fit and expedient in the best interests of the Company.’
10.
Resolution 12
To consider any other business of which due notice has been given.
BY ORDER OF THE BOARD
ONG WEI LYMN (MAICSA 0826394)
Company Secretary
29 April 2011
Notes
i)
A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend
and vote in his stead. A proxy need not be a member of the Company.
ii)
In the case of a corporation, the instrument appointing the proxy must be under its Common Seal or
under the hand of its Attorney.
iii)
The instrument appointing a proxy must be deposited at the Registered Office of the Company at Level
15, Menara Star, 15 Jalan 16/11, 46350 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours
before the meeting or any adjournment thereof.
iv)
Mr Kuah Hun Liang who retires pursuant to Article 101 of the Articles of Association of the Company,
had indicated to the Company that he does not wish to seek re-election at the Thirty-ninth Annual
General Meeting of the Company.
EXPLANATORY NOTE ON SPECIAL BUSINESS
Resolution No.11
The Company had, during its Thirty-eighth Annual General Meeting (“AGM”) held on 24 May 2010, obtained
its shareholders’ approval for the general mandate for issuance of shares pursuant to Section 132D of the
Companies Act, 1965 (the “Act”). The Company did not issue any shares pursuant to this mandate obtained.
This Ordinary Resolution No. 11 proposed under item 8 of the Agenda is a renewal of the general mandate for
issuance of shares by the Company under Section 132D of the Act. The mandate, if passed, will provide
flexibility for the Company and empower the Directors to allot and issue new shares speedily in the Company
up to an amount not exceeding in total 10% of the issued share capital of the Company for purpose of funding
the working capital or strategic development of the Group. This would eliminate any delay arising from and cost
involved in convening a general meeting to obtain approval of the shareholders for such issuance of shares. This
authority, unless revoked or varied by the Company at a general meeting, will expire at the next AGM.
At this juncture, there is no decision to issue new shares. If there should be a decision to issue new shares after
the general mandate is sought, the Company will make an announcement in respect thereof.
Resolution No. 12
The explanatory notes on Resolution No. 12 are set out in the Statement to Shareholders dated 29 April 2011
accompanying the Company’s Annual Report for year 2010.