Media Prima Berhad 532975 A Sri Pentas, No. 3, Persiaran Bandar Utama Bandar Utama, 47800 Petaling Selangor Darul Ehsan, Malaysia www.mediaprima.com.my annual report 2008 FinanceAsia “thebrandlaureate” TV3 was named as one of Minority Shareholders Asia’s Best Companies 2008 Best Brands Electronic Media Malaysia Most Valuable Brands Watchdog Group Malaysia’s Best 2007-2008 (MMVB) by the Association of Corporate Governance Mid-Cap Company Accredited Advertising Agents Survey 2008-7th (Joint) Best Investor Relations Malaysia (4As) and Interbrand. (rank 7th) Best Corporate Governance (rank 8th) contents Notice of Annual General Meeting // 4 Statement Accompanying Notice of Annual General Meeting // 7 Calendar of Significant Events // 150 Our Profile // 8 Awards and Recognition // 159 Corporate Information // 9 Financial Statements // 165 Corporate Structure // 12 Directors’ Report // 166 Organisational Structure // 14 Income Statements // 171 Board of Directors’ Profile // 18 Balance Sheets // 173 Senior Management // 27 Statement of Changes in Equity // 175 Statement on Corporate Governance // 40 Cash Flow Statements // 177 Additional Compliance Information // 54 Summary of Significant Statement on Internal Control // 56 Accounting Policies // 179 Statement on Risk Management // 60 Notes to the Financial Statements // 195 Audit Committee Report // 64 Statement by Directors // 245 5-Year Financial Highlights // 70 Statutory Declaration // 245 Share Price Chart // 72 Report of the Auditors // 246 Viewership and Listenership Data // 73 Analysis of Shareholdings // 248 Chairman’s Statement // 76 List of Properties // 252 Corporate Responsibility // 84 Group Directory // 256 Review of Operations // 110 Proxy Form going beyond boundaries “The success of Media Prima is built on values that define the Group – passion and energy; creativity and financial discipline; professionalism and accountability - these are the foundations that we hold sacrosanct. The media landscape is continuously evolving, impacting always the way we do business. With the advent of new distribution platforms, digital broadcasting, and the increasing proliferation of new media, new opportunities abound but bringing with it higher risks. Despite it all and amidst the challenging economic environment, as long as we stay true to our values, we will navigate through these challenges, leveraging on our wide array of strong media franchises, to continue in our quest of building a media group that will be the pride of the nation.” Abdul Rahman Bin Ahmad Group Managing Director / Chief Executive Officer Media Prima Berhad pushing frontiers The latest shows, discovering new talent and opening new frontiers in entertainment – Media Prima’s television and radio stations, as well as Internet portals, are opening up new ways to bring entertainment to Malaysians every day. notice of annual general meeting NOTICE IS HEREBY GIVEN that the Eighth (8th) Annual General 5. To approve the Directors’ fees of RM290,123.00 for the Meeting of MEDIA PRIMA BERHAD (“the Company”) will be held financial year ended 31 December 2008. at Jasmine Room (Level C), One World Hotel, First Avenue, (Resolution 7) Bandar Utama City Centre, 47800 Petaling Jaya, Selangor, Malaysia on Tuesday, 28 April 2009 at 6. To re-appoint Messrs PricewaterhouseCoopers as Auditors 10.00 a.m. for the following purposes: of the Company and to authorise the Directors to fix their remuneration. AGENDA (Resolution 8) 1. To receive and adopt the Statutory Financial Statements for the financial year ended 31 December 2008 and the AS SPECIAL BUSINESS Reports of the Directors and Auditors thereon. (Resolution 1) To consider and if thought fit, to pass the following resolutions with or without modifications: 2. To re-elect the following Directors who will retire in accordance with Articles 101 and 102 of the Company’s Articles of Association and being eligible, have offered ORDINARY RESOLUTION themselves for re-election: 7. Proposed Renewal of Share Buy-Back Authority (i) Shahril Ridza Ridzuan (Resolution 2) “THAT, subject always to the Companies Act, 1965, the provisions of the Memorandum and Articles of Association (ii) Dato’ Hj Kamarulzaman Hj Zainal of the Company, the Listing Requirements (“Listing (Resolution 3) Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and the approvals of all relevant governmental (iii) Tan Sri Mohamed Jawhar and/or regulatory authorities (if any), the Company be and is (Resolution 4) hereby authorised, to the extent permitted by law, to purchase such amount of ordinary shares of RM1.00 each Dato’ Abdul Mutalib Datuk Seri Mohamed Razak who retires in the Company (“Shares”) as may be determined by the under Articles 101 and 102 of the Company’s Articles of Directors of the Company from time to time through Bursa Association has opted not to offer himself for re-election at Securities upon such terms and conditions as the Directors the forthcoming Annual General Meeting. may deem fit and expedient in the interest of the Company provided that: 3. To re-elect the following Director who will retire in accordance with Article 106 of the Company’s Articles of (i) the aggregate number of Shares purchased pursuant Association and being eligible, has offered himself for re- to this resolution does not exceed 10 per cent of the election: total issued and paid-up share capital of the Company subject to a restriction that the issued and paid-up (i) Dato’ Gumuri Bin Hussain share capital of the Company does not fall below the (Resolution 5) applicable minimum share capital requirement of the Listing Requirements; 4. To approve a final dividend of 6.7 sen per ordinary share less 25 per cent income tax for the financial year ended 31 December 2008. (Resolution 6) 4/5 (ii) an amount not exceeding the Company’s retained whichever occurs first. profit and/or the share premium account at the time of the purchase(s) will be allocated by the Company for AND THAT authority be and is hereby given unconditionally the Proposed Share Buy-Back; and and generally to the Directors of the Company to take all such steps as are necessary or expedient (including (iii) upon completion of the purchase by the Company of without limitation, the opening and maintaining of central its own Shares, the Directors of the Company are depository account(s) under the Securities Industry (Central authorised to deal with the Shares so purchased in Depositories) Act, 1991, and the entering into of all other any of the following manner: agreements, arrangements and guarantee with any party or parties) to implement, finalise and give full effect to the (a) cancel the Shares so purchased; aforesaid purchase with full powers to assent to any (b) retain the Shares so purchased as treasury conditions, modifications, revaluations, variations and/or shares and held by the Company; or amendments (if any) as may be imposed by the relevant (c) retain part of the Shares so purchased as treasury authorities and with the fullest power to do all such acts and shares and cancel the remainder things thereafter (including without limitation, the cancellation or retention as treasury shares of all or any part AND THAT the authority conferred by this resolution will of the repurchased Shares) in accordance with the commence upon the passing of this resolution until: Companies Act, 1965, the provisions of the Memorandum and Articles of Association of the Company and the (i) the conclusion of the next Annual General Meeting requirements and/or guidelines of Bursa Securities and all (“AGM”) of the Company following the forthcoming 8th other relevant governmental and/or regulatory authorities.” AGM, at which time it shall lapse, unless by an (Resolution 9) ordinary resolution passed at that meeting the authority is renewed, either unconditionally or subject to 8. To transact any other business for which due notice shall conditions; or have been received. (ii) the expiration of the period within which the next AGM is required by law to be held, or (iii) revoked or varied by ordinary resolution passed by the shareholders of the Company at a general meeting, notice of annual general meeting NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT Notes: 1. A member of the Company entitled to attend and vote at the meeting is NOTICE IS ALSO HEREBY GIVEN that a final dividend of 6.7 sen entitled to appoint one or more proxies (or in the case of a corporation, per ordinary share less 25 per cent income tax for the year to appoint a representative) to attend and vote in his stead. A proxy ended 31 December 2008, if approved by the shareholders at need not be a member of the Company. the 8th Annual General Meeting, will be paid on 28 July 2009 to Depositors whose names appear in the Record of Depositors at 2 The Proxy Form must be signed by the appointor or his attorney duly authorised in writing. In the case of a corporation, it shall be executed the close of business on 30 June 2009. under its Common Seal or signed by its attorney duly authorised in writing or by an officer on behalf of the corporation. A Depositor shall qualify for entitlement to the dividend only in respect of: 3. The instrument appointing the proxy must be deposited at The Registrar, Symphony Share Registrars Sdn. Bhd., Level 26, Menara Multi Purpose, Capital Square, No. 8 Jalan Munshi Abdullah, 50100 Kuala Lumpur, (a) shares transferred into the Depositor’s Securities Account Malaysia not less than 48 hours before the time appointed for holding before 4.00 p.m. on 30 June 2009 in respect of transfers; the meeting or any adjournment thereof. (b) shares deposited into the Depositor’s Securities Account 4. Explanatory Notes on Special Business: before 12.30 p.m. on 26 June 2009 in respect of shares (a) Resolution 9 exempted from mandatory deposit; and Please refer to the Statement to Shareholders dated 6 April 2009 (c) shares bought on Bursa Securities on a cum entitlement for further information.