CIRCULAR TO SHAREHOLDERS. in relation to the

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. (Company No T) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS in relation to the PROPOSED RENEWAL OF AND NEW SHAREHOLDERS MANDATES FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE Notice of the Twenty-Fourth Annual General Meeting which will be held at Perdana Ballroom, Bukit Jalil Golf & Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, Kuala Lumpur on Thursday, 4 October 2018 at a.m. together with the Form of Proxy are enclosed in the Annual Report The Form of Proxy must be lodged at the Registered Office of the Company not less than 48 hours before the time fixed for the Annual General Meeting. The lodging of the Form of Proxy will not preclude you from attending and voting at the Annual General Meeting if you are subsequently able to do so. This Circular is dated 23 August 2018.

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular: Act : The Companies Act 2016, including any amendment that may be made thereto from time to time AGM : Annual General Meeting Annual Report 2018 : The annual report of BMedia for the financial year ended 30 April 2018 Ascot : Ascot Sports Sdn Bhd Auto Tulin : Auto Tulin Sdn Bhd B&B : B&B Enterprise Sdn Bhd BAssets : Berjaya Assets Berhad BBright : Berjaya Bright Sdn Bhd (formerly known as Sublime Cartel Sdn Bhd) BCorporation : Berjaya Corporation Berhad BFood : Berjaya Food Berhad BGroup : Berjaya Group Berhad BHills : Berjaya Hills Resort Berhad BInfrastructure : Berjaya Infrastructure Sdn Bhd BKiara : Bukit Kiara Resort Berhad BLand : Berjaya Land Berhad BMedia or Company : Berjaya Media Berhad BMedia Group or Group : BMedia and its subsidiary Board : Board of Directors BPI : Berjaya Philippines Inc. BRetail : Berjaya Retail Berhad BSompo : Berjaya Sompo Insurance Berhad BToto : Berjaya Sports Toto Berhad BTSSB : Berjaya Times Square Sdn Bhd BVTCY : Berjaya VTCY Sdn Bhd Desiran Unggul : Desiran Unggul Sdn Bhd i

3 DEFINITIONS (Cont d) Director : Has the meaning given in Section 2(1) of the Capital Markets and Services Act 2007 and includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a Director of BMedia, its subsidiary or holding company or a chief executive officer of BMedia, its subsidiary or holding company DAU : Datuk Seri Azman Bin Ujang DSRT : Dato Sri Robin Tan Yeong Ching EGM : Extraordinary General Meeting Exchange : Bursa Malaysia Securities Berhad Family : In relation to a person means such person who falls within any one of the following categories:- (a) spouse; (b) parent; (c) child including an adopted child and step-child; (d) brother or sister; and (e) spouse of person referred to in subparagraphs (c) and (d) above HQZ : HQZ Credit Sdn Bhd HRESB : Hotel Resort Enterprise Sdn Bhd Intan : Intan Utilities Berhad Lengkap Bahagia : Lengkap Bahagia Sdn Bhd LKHS : Lim Kim Hai Sales & Services Sdn Bhd Listing Requirements : Exchange s Main Market Listing Requirements, including any amendment that may be made from time to time Major Shareholder : A person who has an interest or interests in one or more voting shares in BMedia and the number or aggregate number of those shares, is (a) 10% or more of the total number of voting shares in BMedia; or (b) 5% or more of the total number of voting shares in BMedia where such person is the largest shareholder of BMedia. For the purpose of this definition, interest shall have the meaning of interest in shares given in Section 8 of the Act. A major shareholder includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a major shareholder of BMedia or any other company which is its subsidiary or holding company Metropolitan : Metropolitan Utilities Corporation Sdn Bhd MOL.com : MOL.com Sdn Bhd MOL Access : MOL AcessPortal Sdn Bhd ii

4 DEFINITIONS (Cont d) DEFINITIONS (Cont d) Nautilus : Nautilus Corporation Sdn Bhd Nautilus Nautilus Corporation Sdn Bhd Person(s) Connected : In relation to a Director or a Major Shareholder, means such person who falls under any one of the following categories:- Person(s) Connected : In relation to a Director a Major Shareholder, means such person who (a) a falls Family under of any the Director one of the or following Major Shareholder; categories:- (a) (b) a Family trustee of the a trust Director (other or than Major a Shareholder; trustee for a share scheme for (b) a employees trustee of or a pension trust (other scheme) than under a trustee which for the a share Director, scheme Major for employees Shareholder or or pension a Family scheme) of the Director under which or Major the Director, Shareholder, Major is Shareholder the sole beneficiary; or a Family of the Director or Major Shareholder, is (c) the a partner sole beneficiary; of the Director, Major Shareholder or a partner of a (c) a Person partner Connected of the Director, with that Major Director Shareholder or Major Shareholder; or a partner of a Person Connected with that Director or Major Shareholder; (d) a person, or where the person is a body corporate, the body (d) a corporate person, or its where directors, the person who is/are a body accustomed corporate, under the body an corporate obligation, or whether its directors, formal or who informal, is/are accustomed act in accordance under with an obligation, the directions, whether instructions formal or or informal, wishes of to the act in Director accordance Major with the Shareholder; directions, instructions or wishes of the Director or Major Shareholder; (e) a person, or where the person is a body corporate, the body corporate or its directors, in accordance with whose directions, instructions or wishes the Director or Major Shareholder is accustomed or is under an obligation, whether formal or informal, to act; (f) a body corporate in which the Director, Major Shareholder or him are entitled to exercise, or control the exercise of, not less than 20% of the votes attached to voting shares in the body corporate; or (g) a body corporate which is a related corporation of the Director or Major Shareholder. Premier Merchandise : Premier Merchandise Sdn Bhd Proposed Mandates : Proposed Mandate I and Proposed Mandate II Proposed Mandate I : Proposed renewal of and new shareholders mandate for the BMedia Group to enter into Recurrent Related Party Transactions in the ordinary course of business with TSVT Proposed Mandate II : Proposed renewal of shareholders mandate for the BMedia Group to enter into Recurrent Related Party Transactions in the ordinary course of business with DAU Razer : Razer Pay Holdings Pte Ltd Recurrent Related Party : Transactions which are recurrent, of a revenue or trading nature and Transactions which are necessary for the day-to-day operations of the BMedia Group and involve the interests, direct or indirect, of Related Parties REDtone : REDtone International Berhad Related Party (ies) : A Director, Major Shareholder or a Person Connected with such a Director or Major Shareholder RM and sen : Ringgit Malaysia and sen respectively SMCSB : Sun Media Corporation Sdn Bhd iii iii

5 DEFINITIONS (Cont d) SEM : 7-Eleven Malaysia Holdings Berhad Superior Structure : Superior Structure Sdn Bhd : newspaper, a publication of SMCSB TSDT : Tan Sri Dato Tan Chee Sing TSVT : Tan Sri Dato Seri Vincent Tan Chee Yioun, a Major Shareholder of BMedia U Mobile : U Mobile Sdn Bhd iv

6 TABLE OF CONTENTS LETTER TO THE SHAREHOLDERS OF BMEDIA ON THE PROPOSED RENEWAL OF AND NEW SHAREHOLDERS MANDATES FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE PAGE 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSED MANDATES 1 3. RATIONALE FOR, AND THE BENEFIT TO THE BMEDIA GROUP FROM TRANSACTING WITH RELATED PARTIES CONDITIONS OF THE PROPOSED MANDATES FINANCIAL EFFECTS OF THE PROPOSED MANDATES DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS DIRECTORS RECOMMENDATIONS AGM FURTHER INFORMATION 18 APPENDIX I FURTHER INFORMATION 19 EXTRACT OF RESOLUTIONS TO BE TABLED AT THE BMEDIA TWENTY- FOURTH AGM ENCLOSED v

7 BERJAYA MEDIA BERHAD (Company No T) (Incorporated in Malaysia) Registered Office: Lot 13-01A, Level 13 (East Wing) Berjaya Times Square No. 1 Jalan Imbi Kuala Lumpur 23 August 2018 Directors: Dato Sri Robin Tan Yeong Ching (Chairman, Non-Independent Non-Executive Director) Chan Kien Sing (Non-Independent Executive Director) Datuk Seri Azman Bin Ujang (Independent Non-Executive Director) Datuk Robert Yong Kuen Loke (Independent Non-Executive Director) To: The Shareholders of BMedia Dear Sir/Madam, PROPOSED RENEWAL OF AND NEW SHAREHOLDERS MANDATES FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1.0 INTRODUCTION 1.1 The Board of BMedia had on 13 August 2018 announced its intention to seek shareholders approval for the proposed renewal of and new shareholders mandates for Recurrent Related Party Transactions. 1.2 The purpose of this Circular is to provide you with the relevant information on the Proposed Mandates and to seek your approval for the ordinary resolutions to be tabled at the forthcoming AGM of the Company. The Notice of AGM is set out in the Annual Report The extract of the ordinary resolutions on the Proposed Mandates to be tabled at the forthcoming AGM is enclosed together with this Circular. 2.0 DETAILS OF THE PROPOSED MANDATES 2.1 The Proposed Mandates The Company had on 28 September 2017 obtained its shareholders mandates for the BMedia Group to enter into Recurrent Related Party Transactions on terms that are not more favourable to the Related Parties than those generally available to the public. The approval shall in accordance with the Listing Requirements lapse at the conclusion of the forthcoming AGM of the Company scheduled on 4 October 2018 unless approval for its renewal is obtained from the shareholders of the Company at the forthcoming AGM. 1

8 2.1.2 Pursuant to Paragraph 10.09(1)(a) of the Listing Requirements, BMedia must immediately announce a Recurrent Related Party Transaction where :- (i) (ii) the consideration, value of the assets, capital outlay or costs of the Recurrent Related Party Transaction is RM1 million or more; or the percentage ratio of such Recurrent Related Party Transaction is 1% or more, whichever is the higher. In addition, Paragraph 10.08(2) of the Listing Requirements states that where any one of the percentage ratios of a related party transaction is 5% or more, BMedia must issue a circular to its shareholders, obtain specific shareholders approval of the transaction and appoint an independent adviser. Further, Paragraph 10.08(4) of the Listing Requirements states that where any one of the percentage ratio is 25% or more, in addition to the foregoing, BMedia must appoint a main adviser Pursuant to Paragraph 10.09(2) of the Listing Requirements, BMedia may seek a shareholders mandate in respect of Recurrent Related Party Transactions subject to the following:- (i) (ii) (iii) (iv) (v) the transactions are in the ordinary course of business and are on terms not more favourable to the related party than those generally available to the public; the shareholders mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders mandate during the financial year where the aggregate value is equal to or more than the threshold prescribed under Paragraph 10.09(1) of the Listing Requirements; the BMedia s circular to shareholders for the shareholders mandate includes the information as may be prescribed by the Exchange. The draft circular must be submitted to the Exchange together with a checklist showing compliance with such information; in a meeting to obtain shareholders mandate, the interested Director, interested Major Shareholder or interested Person Connected with a Director or Major Shareholder; and where it involves the interest of an interested Person Connected with a Director or Major Shareholder, such Director or Major Shareholder, must not vote on the resolution to approve the transactions. An interested Director or interested Major Shareholder must ensure that him abstain from voting on the resolution approving the transactions; and BMedia immediately announces to the Exchange when the actual value of a Recurrent Related Party Transaction entered into by the BMedia Group exceeds the estimated value of the Recurrent Related Party Transaction disclosed in the circular by 10% or more and must include the information as may be prescribed by the Exchange in its announcement. Where BMedia has procured a shareholders mandate pursuant to the above, the provisions of the Listing Requirements as set out in Section of this Circular shall not apply. Transactions entered into between BMedia (or any of its wholly-owned subsidiary ) and its wholly-owned subsidiary are excluded from the requirements of Part E of Chapter 10 of the Listing Requirements. 2

9 2.1.4 The Proposed Mandates, if approved by the BMedia shareholders at the forthcoming AGM, will take effect from the date of passing of the ordinary resolutions at the forthcoming AGM and shall continue to be in force until:- (i) (ii) (iii) the conclusion of the next AGM of BMedia following the AGM at which such ordinary resolutions for the Proposed Mandates were passed, at which time they will lapse, unless by ordinary resolutions passed at that general meeting, the authorities are renewed; the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or revoked or varied by ordinary resolutions passed by the shareholders of the Company in a general meeting; whichever is the earlier. 2.2 Information on the BMedia Group The principal activity of BMedia is investment holding while the principal activities of its subsidiary are set out below:- Name of Company Equity interest held Principal Activities (%) SMCSB 100 Publication, printing and distribution of daily newspaper Gemtech (M) Sdn Bhd 100 Investment holding Nexnews Channel Sdn Bhd 100 Dormant Moves & Shakes Sdn Bhd 100 Dormant Details of the Recurrent Related Party Transactions of the BMedia Group which are in accordance with Paragraph 10.09(2) of the Listing Requirements are set out in the ensuing paragraphs. 2.3 Class and Nature of the Recurrent Related Party Transactions The class and nature of the Recurrent Related Party Transactions of the BMedia Group are tabulated as follows:- Proposed Mandate I BMedia Group with the following Related Parties Nature of transactions undertaken by BMedia and/or its subsidiary its unlisted subsidiary its Placement of unlisted subsidiary advertisements in Receipt of human resource management services by the BMedia Group Interested Directors/ Major Shareholders and/or Persons Connected with them Estimated value from 4 October 2018 to the date of next AGM 4,

10 BMedia Group with the following Related Parties BCorporation Nature of transactions undertaken by BMedia and/or its subsidiary Management fees payable by the BMedia Group for services rendered, which includes the provision of finance, secretarial, internal audit and general administrative services (RM10,000 per month) Interested Directors/ Major Shareholders and/or Persons Connected with them Estimated value from 4 October 2018 to the date of next AGM 120 Berjaya Registration Services Sdn Bhd Receipt of share registration and other related services by the BMedia Group 100 Successline (M) Sdn Bhd and its subsidiary Distribution of on behalf of SMCSB 170 Prime Credit Leasing Sdn Bhd Receipt of leasing and hire purchase facilities by the BMedia Group 600 Berjaya Education Sdn Bhd Receipt of education and staff training services by the BMedia Group 20 Total 5,842 BLand and its unlisted subsidiary BLand and its unlisted subsidiary Placement of advertisements in 1,370 4

11 BMedia Group with the following Related Parties Regnis Industries (Malaysia) Sdn Bhd Nature of transactions undertaken by BMedia and/or its subsidiary Rental of office premises payable by SMCSB estimated at RM40,195 per month for renting of office premises at factory space, part of Ground Floor and whole of 4 th Floor, Lot 6, Jalan 51/217, Section 51, Petaling Jaya, Selangor Interested Directors/ Major Shareholders and/or Persons Connected with them Estimated value from 4 October 2018 to the date of next AGM 482 Security charges payable by SMCSB 76 Total 1,928 BToto and its unlisted subsidiary BToto and its unlisted subsidiary Placement of advertisements in 3,900 Total 3,900 BFood and its subsidiary BFood and its 2,550 subsidiary Placement of advertisements in Total 2,550 BAssets and its subsidiary BAssets and its 650 subsidiary Placement of advertisements in Total 650 5

12 BMedia Group with the following Related Parties Nature of transactions undertaken by BMedia and/or its subsidiary REDtone and its subsidiary REDtone and its Placement of subsidiary advertisements in Interested Directors/ Major Shareholders and/or Persons Connected with them Estimated value from 4 October 2018 to the date of next AGM 200 Total 200 Other Related Parties SEM and its 1,700 subsidiary Placement of advertisements in Distribution of by 7-Eleven Malaysia Sdn Bhd on behalf of SMCSB DSRT, TSVT and 1,000 BRetail and its subsidiary Placement of advertisements in Rental of office premises payable by SMCSB to Singer (Malaysia) Sdn Bhd estimated at RM2,000 per month for renting of office premises at part of Ground Floor, Lot 6, Jalan 51/217, Section 51, Petaling Jaya, Selangor DSRT, TSVT and MOL.com and its subsidiary Placement of advertisements in 200 U Mobile Placement of advertisements in DSRT, TSVT and 1,500 6

13 BMedia Group with the following Related Parties Tropicana Corporation Berhad and its subsidiary Nature of transactions undertaken by BMedia and/or its subsidiary Placement of advertisements in Interested Directors/ Major Shareholders and/or Persons Connected with them TSVT as mentioned in Estimated value from 4 October 2018 to the date of next AGM 500 Metropolitan Placement of advertisements in DSRT, TSVT and 100 BSompo Placement of advertisements in 350 Auto Tulin* Placement of advertisements in DSRT, TSVT and 100 Purchase of motor vehicles component parts and related products and services 250 Razer* Placement of advertisements in 200 Payment of commission for e-wallet transactions and other related products and services 200 Total 6,624 Grand Total 21,694 7

14 Proposed Mandate II BMedia Group with the following Related Parties DAU Nature of transactions undertaken by BMedia and/or its subsidiary Writer fees payable by SMCSB to DAU for articles to be contributed Interested Directors/ Major Shareholders and/or Persons Connected with them Estimated value from 4 October 2018 to the date of next AGM DAU 25 Total 25 Notes:- * New Recurrent Related Party Transactions which were not covered in the previous general mandate (1) The estimated values from 4 October 2018 to the date of next AGM in 2019 are based on historical records and budgets of the respective Recurrent Related Party Transactions. The actual values of these transactions may differ from the said estimated values. (2) BCorporation is a major shareholder of BLand, BToto, BAssets, BFood and REDtone and its direct and indirect interests in these as at 30 July 2018 are set out below:- % of Interest Direct Indirect BLand (a) BToto (a) BAssets (a) BFood (b) REDtone (a) Notes:- (a) (b) Deemed interested by virtue of its 100% interest in BGroup. Deemed interested by virtue of its 100% interest in BGroup, its interests in BLand (the holding company of BKiara) and BToto (the holding company of BPI). (3) TSVT, the Executive Chairman of BCorporation, is a major shareholder of SEM by virtue of his direct and deemed interest in SEM respectively. By virtue of his interests in SEM, TSVT is also deemed to be interested in the shares of the subsidiary of SEM to the extent these have an interest. TSVT s direct and indirect interests in BCorporation, BLand, BToto, BAssets, BFood, REDtone and SEM as at 30 July 2018 are set out below:- % of Interest Direct Indirect BCorporation (a) BLand (b) BToto (c) BAssets (d) BFood (e) REDtone (f) SEM (g) 8

15 Notes:- (a) (b) (c) (d) (e) (f) (g) Deemed interested by virtue of his interests in Ascot, HRESB, Nostalgia Kiara Sdn Bhd, Superior Structure, BAssets (the holding company of BTSSB and BBright), BMedia (the holding company of Gemtech (M) Sdn Bhd), B&B (the holding company of Lengkap Bahagia and the ultimate holding company of Nautilus), HQZ (the ultimate holding company of Desiran Unggul and Premier Merchandise) and MOL.com (the ultimate holding company of LKHS) and his deemed interests in BInfrastructure and BSompo. Deemed interested by virtue of his interests in BCorporation, HRESB, B&B, BVTCY and MOL.com and his interests in BAssets (the holding company of BTSSB and BBright) and HQZ (the ultimate holding company of Desiran Unggul). Deemed interested by virtue of his interests in BCorporation, B&B, BVTCY and BAssets (the holding company of BBright) and his deemed interest in BRetail. Deemed interested by virtue of his interests in BCorporation, HRESB, B&B, BVTCY, MOL.com (the ultimate holding company of LKHS) and his deemed interests in BInfrastructure and BRetail. Deemed interested by virtue of his interests in BCorporation (the holding company of BGroup and the ultimate holding company of BKiara and BPI), BAssets (the holding company of BBright), B&B and MOL.com and his deemed interest in BRetail. Deemed interested by virtue of his interest in BCorporation. Deemed interested by virtue of his interests in HQZ (the ultimate holding company of BRetail and Berjaya Credit Sdn Bhd), BCorporation (the ultimate holding company of BLand, BKiara, KDE Recreation Berhad and BPI), BAssets (the holding company of BTSSB and BBright) and True Ascend Sdn Bhd. (4) 7-Eleven Malaysia Sdn Bhd is a wholly-owned subsidiary of SEM. TSVT is a deemed major shareholder of SEM by virtue of his direct and deemed interests in SEM as set out in Note (3) above. (5) Singer (Malaysia) Sdn Bhd is a wholly-owned subsidiary of BRetail, which in turn is a whollyowned subsidiary of Premier Merchandise. Premier Merchandise is a wholly-owned subsidiary of Intan. TSVT is a deemed major shareholder of Intan by virtue of his 99.99% interest in HQZ (the ultimate holding company of Intan). (6) Metropolitan is a wholly-owned subsidiary of BInfrastructure, which in turn is a 40.08%-owned associated company of Intan. TSVT is a deemed major shareholder of Intan by virtue of his 99.99% interest in HQZ (the ultimate holding company of Intan). Morvin Tan U-Jiang, a son of TSVT, is an Executive Director and a major shareholder of BInfrastructure. (7) DSRT is the Chief Executive Officer of also a son of TSVT. Hence, DSRT and TSVT are each other. DSRT is a major shareholder of BCorporation by virtue of his direct and deemed interests in BCorporation. His direct and deemed interests in BCorporation, BLand, BToto, BAssets and BFood as at 30 July 2018 are set out below:- % of Interest Direct Indirect BCorporation (a) BLand (b) BToto BAssets (b) BFood Notes:- (a) (b) Deemed interested by virtue of his interests in Ascot and HRESB. Deemed interested by virtue of his interest in HRESB. 9

16 (8) TSVT and BCorporation are major shareholders of MOL.com. Their direct and indirect interests in MOL.com as at 30 July 2018 are set out below:- % of Interest Direct Indirect TSVT (a) BCorporation (b) Notes:- (a) (b) Deemed interested by virtue of his interest in BCorporation. Deemed interested by virtue of its 100% interest in BHills and its deemed interests in BSompo and Prime Credit Leasing Sdn Bhd. DSRT is a shareholder of MOL.com. (9) TSVT, the Chairman of U Mobile, is a major shareholder of U Mobile by virtue of his total deemed interest of 29.67% in U Mobile through his interests in U Telemedia Sdn Bhd and his deemed interests in BRetail and BInfrastructure by virtue of his 99.99% interest in HQZ. (10) TSDT is a major shareholder of Tropicana Corporation Berhad. His direct and indirect interests in Tropicana Corporation Berhad as at 30 July 2018 are set out below:- % of Interest Direct Indirect TSDT (a) Note:- (a) Deemed interested by virtue of his interests in Impeccable Ace Sdn Bhd, Golden Diversity Sdn Bhd and Aliran Firasat Sdn Bhd. TSDT, a brother of TSVT, is a Person Connected with TSVT. (11) BSompo is a 30%-owned associated company of BCorporation. TSVT is a deemed major shareholder of BSompo by virtue of his interests in BCorporation. (12) Auto Tulin is a 96.25%-owned subsidiary company of B&B. TSVT is a deemed major shareholder of Auto Tulin by virtue of his 97% interest in B&B. (13) Razer is a 49%-owned associated company of Berjaya Fintech Sdn Bhd (formerly known as Berjaya Beverage Sdn Bhd) which in turn is a 100%-owned subsidiary company of BCorporation. TSVT is a deemed major shareholder of Razer by virtue of his interests in BCorporation. (14) DAU is an Independent Non-Executive Director of BMedia. He does not own any share in BMedia. 2.4 Methods or Procedures on which Transactions Prices are Determined/Review Procedures for Recurrent Related Party Transactions The BMedia Group has established various methods and procedures to ensure that Recurrent Related Party Transactions are entered into on an arm s length basis and on normal commercial terms which are consistent with the Group s normal business practices and policies and are on terms not more favourable to the Related Parties than those extended to third parties and are not detrimental to the minority shareholders. They include, inter-alia, the following:- (i) The transactions prices are based on prevailing market rates/prices that are agreed upon under similar commercial terms for transactions with third parties, business practices and policies and on terms which are generally in line with industry norms; 10

17 (ii) (iii) (iv) (v) (vi) The Related Parties and interested Directors will be notified of the method and/or procedures of the BMedia Group; Records of Recurrent Related Party Transactions will be retained and compiled by the Group accountant for submission to the Audit and Risk Management Committee for review; The Audit and Risk Management Committee is to provide a statement that it has reviewed the terms of the Recurrent Related Party Transactions to ensure that such transactions are undertaken based on terms not more favourable to the Related Parties than those generally available to the public, are not detrimental to the minority shareholders and are in the best interest of the BMedia Group; Directors who have any interest in any Recurrent Related Party Transaction shall abstain from Board deliberations and voting and will ensure that they and any Person Connected with them will also abstain from voting on the resolution at the EGM or AGM to be convened for the purpose; and Disclosures will be made in the annual report of the breakdown of the aggregate value of the Recurrent Related Party Transactions during the financial year, amongst others, based on the following information:- (a) (b) the type of the Recurrent Related Party Transactions made; and the names of the Related Parties involved in each type of the Recurrent Related Party Transactions made and their relationships with the BMedia Group At least 2 other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, wherever possible, to determine whether the price and terms offered to/by the Related Parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities. Where quotation or comparative pricing from unrelated third parties cannot be obtained, the transaction price will be determined by the BMedia Group based on those offered by/to other unrelated parties for the same or substantially similar type of transaction to ensure that the Recurrent Related Party Transaction is not detrimental to the BMedia Group The guidelines for the relevant approving authority practiced by the BMedia Group in relation to Recurrent Related Party Transactions are as follows:- (i) (ii) (iii) Transactions below RM100,000 each in value will be reviewed and approved by any one of the Executive Director or such other senior executive(s) (not being a person connected with the Related Party) designated by the Audit and Risk Management Committee from time to time for such purpose, and tabled for review by the Audit and Risk Management Committee on a half yearly basis. Transactions equal to or exceeding RM100,000 each in value will be reviewed and approved by the Audit and Risk Management Committee. The Executive Director or other senior executive(s) designated by the Audit and Risk Management Committee from time to time for such purpose, and the Audit and Risk Management Committee, may, as he/it deems fit, request for additional information pertaining to the transaction under review from independent sources or advisers, including the obtaining of valuations from independent valuers. 11

18 2.5 Statement by the Audit and Risk Management Committee The Audit and Risk Management Committee of BMedia has seen and reviewed the procedures mentioned in Section 2.4 above and is of the opinion that the abovementioned procedures are sufficient to ensure that the Recurrent Related Party Transactions are carried out on terms not more favourable to the Related Parties than those generally available to the public and are not detrimental to the interests of the minority shareholders The BMedia Group has in place adequate procedures and processes to monitor, track and identify Recurrent Related Party Transactions in a timely and orderly manner. The Audit and Risk Management Committee of BMedia conducts the review of these procedures and processes on a half yearly basis. 2.6 Existing Mandates on Recurrent Related Party Transactions Set out below is the actual value transacted of each Recurrent Related Party Transaction, from the date on which the existing mandates were obtained on 28 September 2017 up to 30 July 2018, being the latest practicable date before the printing of this Circular, together with its estimated value as disclosed in the Circular to Shareholders dated 17 August 2017:- Recurrent Related Party Transactions with TSVT BMedia Group with the following Related Parties Nature of transactions undertaken by BMedia and/or its subsidiary its unlisted subsidiary Placement of advertisements in its unlisted subsidiary Actual value transacted from 28 September 2017 to 30 July 2018 Estimated value as disclosed in the Circular to Shareholders dated 17 August ,350 BCorporation Receipt of human resource management services by the BMedia Group* 20 5 Management fees paid by the BMedia Group for services rendered which includes the provision of finance, secretarial and general administrative services Berjaya Registration Services Sdn Bhd Successline (M) Sdn Bhd and its subsidiary Receipt of share registration and other related services by the BMedia Group Distribution of on behalf of SMCSB

19 BMedia Group with the following Related Parties Prime Credit Leasing Sdn Bhd Berjaya Education Sdn Bhd Nature of transactions undertaken by BMedia and/or its subsidiary Receipt of leasing and hire purchase facilities by the BMedia Group Receipt of education and staff training services by the BMedia Group Actual value transacted from 28 September 2017 to 30 July 2018 Estimated value as disclosed in the Circular to Shareholders dated 17 August Total 644 6,365 BLand and its unlisted subsidiary BLand and its unlisted subsidiary Placement of advertisements in 41 1,370 Regnis Industries (Malaysia) Sdn Bhd Rental paid by SMCSB for renting of office premises at factory space, part of Ground Floor and 5 th Floor and whole of 4 th Floor, Lot 6, Jalan 51/217, Section 51, Petaling Jaya, Selangor Security charges paid by SMCSB - 76 Total 519 2,031 BToto and its unlisted subsidiary BToto and its unlisted subsidiary Placement of advertisements in 1,125 3,900 Total 1,125 3,900 BFood and its subsidiary BFood and its subsidiary Placement of advertisements in 309 2,550 Total 309 2,550 BAssets and its subsidiary BAssets and its subsidiary Placement of advertisements in Total

20 BMedia Group with the following Related Parties Nature of transactions undertaken by BMedia and/or its subsidiary REDtone and its subsidiary REDtone and its Placement of advertisements in subsidiary Actual value transacted from 28 September 2017 to 30 July 2018 Estimated value as disclosed in the Circular to Shareholders dated 17 August Total Other Related Parties SEM and its subsidiary Placement of advertisements in 749 1,700 Distribution of by 7- Eleven Malaysia Sdn Bhd on behalf of SMCSB 600 1,000 BRetail and its subsidiary Placement of advertisements in Rental paid by SMCSB to Singer (Malaysia) Sdn Bhd for renting of office premises at part of Ground Floor, Lot 6, Jalan 51/217, Section 51, Petaling Jaya, Selangor MOL.com and its subsidiary Placement of advertisements in MOL AccessPortal** Placement of advertisements in Commission on purchase of soft pin U Mobile Tropicana Corporation Berhad and its subsidiary Metropolitan Placement of advertisements in Placement of advertisements in Placement of advertisements in 287 1,

21 BMedia Group with the following Related Parties Berjaya Sompo Insurance Berhad Nature of transactions undertaken by BMedia and/or its subsidiary Placement of advertisements in Actual value transacted from 28 September 2017 to 30 July 2018 Estimated value as disclosed in the Circular to Shareholders dated 17 August Total 1,839 6,566 Grand Total 4,501 22,162 Recurrent Related Party Transaction with DAU BMedia Group with the following Related Party DAU Nature of transactions undertaken by BMedia and/or its subsidiary Writer fees paid by SMCSB to DAU for articles contributed Actual Value Transacted from 28 September 2017 to 30 July 2018 Estimated value as disclosed in the Circular to Shareholders dated 17 August Total 8 25 Note: * The human resource management services initially introduced for senior management (9 users) was subsequently expanded to the entire BMedia Group (225 users) ahead of planned schedule. ** TSVT and BCorporation ceased to have a deemed interest in MOL Global, the holding company of MOL Access pursuant to Section 8(4) of the Act with effect from 10 May Henceforth, the transactions between BMedia Group and MOL Access are no longer deemed as Recurrent Related Party Transactions and shareholders approval is not required The total outstanding amounts due under Recurrent Related Party Transactions as at 30 April 2018 which exceeded the credit terms amounted to RM4,245.17, all of which are due more than 120 days but less than one year old. As at the latest practicable date prior to the printing of this Circular, the said amount has been fully settled. 3.0 RATIONALE FOR, AND THE BENEFIT TO THE BMEDIA GROUP FROM TRANSACTING WITH RELATED PARTIES 3.1 The Recurrent Related Party Transactions entered into or to be entered into by the BMedia Group are all in the ordinary course of business and intended to meet the business needs of the Group at the best possible terms so as to achieve the synergistic benefits within the entire BMedia Group. As such, it is anticipated that the Recurrent Related Party Transactions would occur on a frequent and recurrent basis. 3.2 The Proposed Mandates will eliminate the need to make announcements to the Exchange and/or to convene separate EGMs from time to time to seek shareholders prior approvals for the BMedia Group to enter into such Recurrent Related Party Transactions. This will serve to reduce substantial administrative time and expenses in convening such EGMs without compromising the corporate objectives of the Group or affecting the business opportunities available to the Group. 15

22 3.3 The Recurrent Related Party Transactions provide the BMedia Group the support for its operational and business needs and further enhance its ability to explore beneficial business opportunities within the BMedia Group and the Related Parties. 4.0 CONDITIONS OF THE PROPOSED MANDATES 4.1 The Proposed Mandates are conditional upon approval being obtained from shareholders of BMedia at the forthcoming AGM. The Proposed Mandates being procured from shareholders of BMedia at the forthcoming AGM are subject to annual renewal. 5.0 FINANCIAL EFFECTS OF THE PROPOSED MANDATES 5.1 The Proposed Mandates do not have any effect on the issued share capital of BMedia and are not expected to have any material effect on the consolidated earnings and net assets of the BMedia Group. 6.0 DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS 6.1 The direct and/or indirect shareholdings of the interested Directors, interested Major Shareholders and/or them in BMedia as at 30 July 2018 are as follows: Direct Indirect No. of BMedia Shares % No. of BMedia Shares % Interested Directors DSRT 18, (i) 17,017, (ii) 100 * DAU Interested Major Shareholders TSVT 91,504, (iii) 71,396, BCorporation - - (iv) 42,464, Interested Person Connected to Major Shareholders DSRT 18, (i) 17,017, Notes:- * Negligible. (i) Deemed interested by virtue of his interest in HRESB. (ii) Indirect interest pursuant to Section 59(11)(c) of the Act. (iii) Deemed interested by virtue of his interests in BCorporation, HRESB, Superior Structure, BAssets (the holding company of BTSSB and BBright), B&B (the holding company of Lengkap Bahagia and the ultimate holding company of Nautilus) and HQZ (the ultimate holding company of Desiran Unggul and Premier Merchandise). (iv) Deemed interested by virtue of its 100% interests in BGroup and BHills. 16

23 6.2 Based on details as disclosed in Section 2.3, DSRT, being an interested Director, has abstained and will continue to abstain from all Board deliberations and voting in relation to the Proposed Mandate I. DSRT will also abstain from voting in respect of his direct and/or indirect shareholdings in BMedia (where applicable) on the ordinary resolution, deliberating or approving the Proposed Mandate I at the forthcoming AGM. DSRT has undertaken to ensure that him will abstain from voting on the ordinary resolution, deliberating or approving the Proposed Mandate I at the forthcoming AGM. 6.3 DAU, being an interested Director, has abstained and will continue to abstain from all Board deliberations and voting in relation to the Proposed Mandate II. DAU will also abstain from voting in respect of his direct and/or indirect shareholdings in BMedia (where applicable) on the ordinary resolution, deliberating or approving the Proposed Mandate II at the forthcoming AGM. DAU has undertaken to ensure that him will also abstain from voting on the ordinary resolution, deliberating or approving the Proposed Mandate II at the forthcoming AGM. 6.4 Mr. Chan Kien Sing is a Director of BMedia, certain which are under separate listed groups in which TSVT is deemed to have an interest. Although he is not deemed to be interested in the Proposed Mandate I pursuant to the Listing Requirements, he has however voluntarily abstained and will continue to abstain from all Board deliberations and voting in relation to the Proposed Mandate I. He will also abstain from voting in respect of his direct and/or indirect shareholdings in BMedia (where applicable) on the ordinary resolution, deliberating or approving the Proposed Mandate I at the forthcoming AGM. 6.5 TSVT and BCorporation, being interested Major Shareholders, will abstain from voting in respect of their direct and/or indirect shareholdings on the ordinary resolution, deliberating or approving the Proposed Mandate I at the forthcoming AGM. They have respectively undertaken to ensure that them will also abstain from voting on the ordinary resolution, deliberating or approving the Proposed Mandate I at the forthcoming AGM. 6.6 Save as disclosed, none of the other Directors or Major Shareholders and them, has any interest, direct or indirect in the Proposed Mandates. 7.0 DIRECTORS RECOMMENDATIONS 7.1 The Board of BMedia (except for DSRT and Mr. Chan Kien Sing), having considered all aspects of the Proposed Mandate I, is of the opinion that it is in the best interest of the BMedia Group and accordingly the Board, with the exception of DSRT and Mr. Chan Kien Sing who have abstained from making any recommendation on the Proposed Mandate I, recommends that you vote in favour of the Proposed Mandate I to be tabled at the forthcoming AGM. 7.2 The Board of BMedia (except for DAU), having considered all aspects of the Proposed Mandate II, is of the opinion that it is in the best interest of the BMedia Group and accordingly the Board with the exception of DAU who has abstained from making any recommendation on the Proposed Mandate II, recommends that you vote in favour of the Proposed Mandate II to be tabled at the forthcoming AGM. 8.0 AGM 8.1 The AGM, Notice of which is enclosed in the Annual Report 2018, and an extract of the ordinary resolutions on the Proposed Mandates are enclosed in this Circular, will be held at Perdana Ballroom, Bukit Jalil Golf & Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, Kuala Lumpur on Thursday, 4 October 2018 at a.m. for the purpose of considering and, if thought fit, passing the ordinary resolutions to give effect to the Proposed Mandates. 17

24 8.2 The voting on the ordinary resolutions at the AGM will be by poll. If you are unable to attend and vote in person at the AGM, you are requested to complete and return the enclosed Form of Proxy in the Annual Report 2018 in accordance with the instructions therein as soon as possible so as to arrive at the Registered Office of the Company at Lot 13-01A, Level 13 (East Wing), Berjaya Times Square, No. 1 Jalan Imbi, Kuala Lumpur not less than 48 hours before the time fixed for the AGM. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the forthcoming AGM should you subsequently wish to do so. 9.0 FURTHER INFORMATION 9.1 Shareholders are requested to refer to the Appendix I for further information. Yours faithfully For and on behalf of the Board of Directors BERJAYA MEDIA BERHAD DATUK ROBERT YONG KUEN LOKE Independent Non-Executive Director 18

25 APPENDIX I FURTHER INFORMATION 1. RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Directors of BMedia and that they collectively and individually accept full responsibility for the accuracy of the information given and confirm that, after making all reasonable enquiries, and to the best of their knowledge and belief there are no other facts the omission of which would make any statement in this Circular misleading. 2. MATERIAL CONTRACT Neither BMedia nor any of its subsidiary has entered into any contract which is or may be material (not being contracts entered into in the ordinary course of business of the Company or any of its subsidiary ) during the two (2) years immediately preceding the date of this Circular. 3. MATERIAL LITIGATIONS Save as disclosed below, neither BMedia nor any of its subsidiary is engaged in any litigation, claims or arbitration either as plaintiff or defendant, which will have a material effect on the financial position of the Group and the Directors of BMedia are not aware of any proceedings pending or threatened against the Group or of any facts likely to give rise to any proceeding which might materially and/or adversely affect the position or business of the Group:- (i) SMCSB filed a Statement of Claim dated 26 August 2011 against The Nielsen Company (Malaysia) Sdn Bhd ( Nielsen ) for defamation arising out of readership data of the Sun newspaper published in the Nielsen Media Index. SMCSB sought among other reliefs, general damages for defamation and special damages for loss of profits. Nielsen filed its Statement of Defence and a Counterclaim dated 31 October 2011 against SMCSB and Mr. Chan Kien Sing (the managing director of SMCSB), for allegedly publishing articles defamatory of Nielsen. SMCSB and Mr. Chan Kien Sing filed a Reply to Defence and Defence to Counterclaim dated 10 January Nielsen filed a Rejoinder dated 2 February Following SMCSB s application for leave to amend the Statement of Claim made on 4 September 2012 which was granted by the Court of Appeal on 15 May 2013, the Statement of Claim was amended to include additional causes of action of negligence, malicious falsehood as well as the inclusion of two additional defendants who were the officers of Nielsen at the relevant time, namely, Mr. Kow Kuan Hua and Encik Danyal Abdul Malik. Nielsen filed its Amended Defence and Counterclaim dated 29 July SMCSB filed the Amended Reply and Defence to Counterclaim dated 9 October 2013, and Nielsen filed the Amended Rejoinder dated 8 November The trial proceedings of the dispute only commenced on 13 June 2016 where the Court directed for the parties experts to give their opinions through a process known as hot-tubbing. On 16 June 2016, both parties also withdrew their respective claims against the individuals (i.e. Mr. Chan Kien Sing, Mr Kow Kuan Hua and Encik Danyal Abdul Malik). The case then remained to be tried between SMCSB and Nielsen only. The trial proceedings then continued on several dates in The High Court delivered its judgment on 27 February 2017 and dismissed both SMCSB s claim and Nielsen s counterclaim. SMCSB then filed a Notice of Appeal against High Court s judgment on 23 March 2017 and the next hearing was fixed on 31 July The Court of Appeal subsequently adjourned the hearing date to 27 August SMCSB s solicitors are of the view that SMCSB has a reasonable prospect of success in its said appeal. 19

26 (ii) (iii) Asia Pacific Higher Learning Sdn Bhd ( APHLSB ) had filed a Statement of Claim dated 14 November 2013 against SMCSB alleging that it was defamed by reason of certain articles published in on 26 March 2012 and 30 September The case was subsequently withdrawn by APHLSB on 30 December 2014 with liberty to file afresh. On 25 March 2015, APHLSB filed a fresh Statement of Claim against SMCSB and its journalists, Cik Elly Fazaniza, Mr. Hemananthani Sivanandam, Mr. Alyaa Alhadjri and Mr. Himanshu Bhatt ( APHLSB Defendants ) alleging that it was defamed by reason of certain articles published in (a) Subramanian silent on MACC probe (b) Private College fined for breaching moratorium (c) Four private college fined and (d) MOHE under fire which were reported in on 30 September 2013, 26 March 2012, 27 March 2012 and 17 April 2012 respectively. APHLSB is seeking an unconditional written apology, that the written apology be published in a national Malay daily and national English daily for one (1) day, an injunction restraining APHLSB Defendants, its employees and/or its agents from commenting, repeating and/or causing the publication of words and/or any statements that are defamatory in nature against APHLSB, an injunction restraining APHLSB Defendants and/or its employees and/or its agents from relying on such statements for any actions that will or may prejudice APHLSB, general damages exemplary and/or punitive damages as assessed by the Court, interest at the rate of 5% per annum on all the aforementioned damages from the date of filing the action until the date of full settlement cost and any order and/or other relief the Court deems fit and proper. On 20 April 2015, the APHLSB Defendants had filed in their Memorandum of Appearance. APHLSB Defendants had filed their Defence and the case management and trial of the dispute was postponed several times in 2016 and The case was fixed for continue trial on 21 August 2017, 21 September 2017, 16 November 2017, 10 and 26 January The matter is now fixed for decision on 10 October APHLSB Defendants solicitors are of the view that the APHLSB Defendants prospect of defending the claim is about even. Encik Wan Mazlan Bin Mohamed Woojdy ( WMBMW ) had on 15 November 2013 filed a Statement of Claim against SMCSB alleging that he was defamed by reason of certain articles published in on 30 September The case was withdrawn by WMBMW on 30 December 2014 with liberty to file afresh. On 24 March 2015, WMBMW filed a fresh Statement of Claim against SMCSB and its journalist, Cik Elly Fazaniza ( WMBMW Defendants ) alleging that WMBMW was defamed by reason of article published in Subramanian silent on MACC probe reported on 30 September WMBMW is seeking unconditional written apology, that the written apology be published in a national Malay daily and national English daily for one (1) day, an injunction restraining WMBMW Defendants and/or its employees and/or its agents from commenting, repeating and/or causing the publication of words and/or any statements that are defamatory in nature against WMBMW, an injunction restraining WMBMW Defendants, its employees and/or its agents from relying on such statements for any actions that will or may prejudice WMBMW, general damages exemplary and/or punitive damages as assessed by the Court, interest at the rate of 5% per annum on all the aforementioned damages from the date of filing the action until the date of full settlement, cost and any order and/or other relief the Court deems fit and proper. The WMBMW Defendants had filed in their Memorandum of Appearance on 20 April WMBMW Defendants subsequently filed their Defence and the case management and trial of the dispute was postponed several times in 2016 and The case was fixed for continue trial on 21 August 2017, 21 September 2017, 16 November 2017, 10 and 26 January The matter is now fixed for decision on 10 October WMBMW Defendants solicitors are of the view that the WMBMW Defendants prospect of defending the claim is about even. 20