Hang Lung Group Limited — Proxy Solicitation & Information Statement 2020

Apr 1, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in PCCW Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [92 x 44] intentionally omitted <==

PCCW Limited 電訊盈科有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 0008)

PROPOSALS FOR RE-ELECTION OF DIRECTORS AND

GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES

NOTICE OF ANNUAL GENERAL MEETING

Notice convening the AGM (as defined herein) to be held on Friday, May 8, 2020 at 2:00 p.m. at 8th Floor, Oxford House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong is set out on pages 16 to 21 of this circular. Whether or not Shareholders (as defined herein) are able to attend the AGM, they are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s share registrar, Computershare Hong Kong Investor Services Limited, Investor Communications Centre, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible but in any event no later than 48 hours before the time appointed for holding the AGM (or any adjournment thereof). In calculating the period mentioned for depositing the form of proxy, no account is to be taken of any part of a day that is a public holiday. Completion and return of the form of proxy shall not preclude Shareholders from attending and voting in person at the AGM (or any adjournment thereof) should they so desire.

In compliance with the HKSAR Government’s directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health on the prevention of coronavirus disease 2019 (COVID-19), the Company will implement additional precautionary measures at the AGM including, without limitation:

• compulsory body temperature screening;

• mandatory use of surgical face masks;

• mandatory health declaration – anyone subject to quarantine, has any flu-like symptoms or has travelled overseas within 14 days immediately before the AGM (“recent travel history”), or has close contact with any person under quarantine or with recent travel history will not be permitted to attend the AGM;

• anyone attending the AGM is reminded to observe good personal hygiene at all times; and

• appropriate distancing and spacing in line with the guidance from the HKSAR Government will be maintained and as such, the Company may limit the number of attendees at the AGM as may be necessary to avoid over-crowding.

In light of the continuing risks posed by the COVID-19 pandemic, the Company strongly encourages Shareholders NOT to attend the AGM in person, and advises Shareholders to appoint the Chairman of the AGM or any Director or Company Secretary of the Company as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person. Shareholders are advised to read the leaflet attached to this circular for further detail and monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

April 2, 2020

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES . . . . . . . . . . . . . . . . . .	5
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
FURTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX 1 — BIOGRAPHICAL INFORMATION OF DIRECTORS PROPOSED
TO BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX 2 — EXPLANATORY STATEMENT ON BUY-BACK PROPOSAL . . . . .	13
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

— i —

DEFINITIONS

In this circular and the appendices to it, the following expressions have the following meanings unless the context requires otherwise:

“AGM”	the annual general meeting of the Company to be held on Friday,
	May 8, 2020 at 2:00 p.m. at 8th Floor, Oxford House, Taikoo Place,
	979 King’s Road, Quarry Bay, Hong Kong;
“Articles”	the articles of association of the Company;
“Board”	the board of Directors (as constituted from time to time);
“close associate(s)”	has the meaning ascribed to it in the Listing Rules;
“Companies Ordinance”	the Companies Ordinance, Chapter 622 of the laws of Hong Kong,
	as amended, supplemented or otherwise modified from time to
	time;
“Company” or “PCCW”	PCCW Limited, a company incorporated in Hong Kong with
	limited liability and having its Shares listed on the main board of
	the Stock Exchange (stock code: 0008) and traded in the form of
	American Depositary Receipts on the OTC Markets Group Inc. in
	the United States of America (ticker: PCCWY);
“core connected person(s)”	has the meaning ascribed to it in the Listing Rules;
“Director(s)”	the director(s) of the Company;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“HKT”	HKT Limited, a company incorporated in the Cayman Islands as an
	exempted company with limited liability and registered as a
	non-Hong Kong company in Hong Kong and having its share
	stapled units, jointly issued with the HKT Trust, listed on the main
	board of the Stock Exchange (stock code: 6823). As at the Latest
	Practicable Date, the Company held approximately 51.94% of the
	total number of share stapled units of HKT Trust and HKT in issue;
“HKT Trust”	a trust constituted on November 7, 2011 under the laws of Hong
	Kong and managed by the Trustee-Manager and having its share
	stapled units, jointly issued with HKT, listed on the main board of
	the Stock Exchange (stock code: 6823);
“Hong Kong” or “HKSAR”	the Hong Kong Special Administrative Region of the People’s
	Republic of China;

— 1 —

DEFINITIONS

“Latest Practicable Date”	March 26, 2020, being the latest practicable date for ascertaining
	certain information for inclusion in this circular;
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited;
“Notice”	the notice of the AGM as set out on pages 16 to 21 of this circular;
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the laws of
	Hong Kong, as amended, supplemented or otherwise modified
	from time to time;
“Share(s)”	share(s) in the capital of the Company;
“Shareholder(s)”	holder(s) of Shares, from time to time;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“substantial shareholder(s)”	has the meaning ascribed to it in the Listing Rules;
“Takeovers Code”	the Code on Takeovers and Mergers, as amended, supplemented or
	otherwise modified from time to time;
“Trustee-Manager”	HKT Management Limited (a company incorporated in Hong Kong
	with limited liability and an indirect wholly-owned subsidiary of
	the Company), in its capacity as the trustee-manager of the HKT
	Trust; and
“%”	per cent.

References to time and dates in this circular are to Hong Kong time and dates.

— 2 —

LETTER FROM THE BOARD

==> picture [91 x 44] intentionally omitted <==

PCCW Limited 電訊盈科有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 0008)

Executive Directors

Li Tzar Kai, Richard (Chairman) Srinivas Bangalore Gangaiah (aka BG Srinivas)

(Group Managing Director) Hui Hon Hing, Susanna (Group Chief Financial Officer) Lee Chi Hong, Robert

Registered Office

41st Floor, PCCW Tower Taikoo Place, 979 King’s Road Quarry Bay, Hong Kong

Non-Executive Directors

Tse Sze Wing, Edmund, GBS Li Fushen (Deputy Chairman) Mai Yanzhou Zhu Kebing Wei Zhe, David

Independent Non-Executive Directors

Aman Mehta Frances Waikwun Wong Bryce Wayne Lee Lars Eric Nils Rodert David Christopher Chance David Lawrence Herzog

April 2, 2020

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS AND GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the AGM, the Notice of which is set out on pages 16 to 21 of this circular, resolutions will be proposed to re-elect Directors and grant the Directors the general mandates to issue and buy-back Shares.

— 3 —

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

In accordance with Article 101 of the Articles, Mr. Srinivas Bangalore Gangaiah, Ms. Hui Hon Hing, Susanna, Mr. Lee Chi Hong, Robert, Mr. Li Fushen and Mr. David Christopher Chance shall retire from office by rotation at the AGM and, being eligible, offer themselves for re-election. The re-election of these retiring Directors will be individually voted on by the Shareholders.

In accordance with Article 91 of the Articles, Mr. Mai Yanzhou who was appointed as Director with effect from March 9, 2020, shall retire from office at the AGM and, being eligible, offer himself for re-election.

The Nomination Committee of the Company has reviewed and assessed the annual confirmation of independence of each of the independent non-executive Directors and is of the view that all of them remain independent having regard to the independence criteria as set out in Rule 3.13 of the Listing Rules.

The Nomination Committee has also considered the nomination of Mr. Srinivas Bangalore Gangaiah, Ms. Hui Hon Hing, Susanna, Mr. Lee Chi Hong, Robert, Mr. Li Fushen, Mr. Mai Yanzhou and Mr. David Christopher Chance for re-election at the AGM in accordance with the Company’s Nomination Policy and Board Diversity Policy, based on a number of considerations (including, but not limited to, their respective perspectives, skills, knowledge and experience), and recommended them to stand for re-election at the AGM.

Mr. David Christopher Chance, being an independent non-executive Director eligible for re-election at the AGM, is a knowledgeable and well respected Director in the international pay television industry with considerable industry experience in strategic and operational matters, which enables him to contribute valuable commercial perspective and insightful guidance to the Group’s media’s businesses. Mr. Chance has demonstrated his ability to exercise independence of judgement in providing a balanced and objective view to the Company’s affairs, bringing significant benefit to the Company and its operations. He has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. Based upon the review undertaken, the Nomination Committee was satisfied that Mr. Chance is able to commit sufficient time to his role and continues to act in an independent capacity and contribute to the diversity on the Board with his unique combination of experience and knowledge as further described in his biography set out in Appendix 1 to this circular.

The Board accepted the nomination by the Nomination Committee and also recommended the above retiring Directors to stand for re-election at the AGM.

Biographical information of the retiring Directors who are proposed to be re-elected at the AGM is set out in Appendix 1 to this circular.

— 4 —

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES

Ordinary resolutions will be proposed at the AGM relating to the following general mandates:

• (i) authorizing the Directors to allot, issue and otherwise deal with additional Shares (and securities convertible into Shares and rights to subscribe for Shares) not exceeding 20% of the aggregate number of Shares in issue as at the date of passing the resolution;

• (ii) authorizing the Directors to buy-back Shares not exceeding 10% of the aggregate number of Shares in issue as at the date of passing the resolution; and

• (iii) authorizing the addition to the mandate to issue new Shares (referred to in (i) above) of those Shares bought-back by the Company pursuant to the buy-back mandate (referred to in (ii) above).

As at the Latest Practicable Date, the issued Shares comprised 7,729,638,249 Shares. On the assumption that there is no variation to the issued Shares during the period from the Latest Practicable Date to the date of passing of the resolution approving the mandate to issue new Shares (referred to in (i) above), the maximum number of Shares which may be issued pursuant to the mandate would be 1,545,927,649, not taking into account any additional new Shares which may be issued pursuant to the mandate referred to in (iii) above. Such number of Shares referred to above shall, where applicable, be adjusted in the event that the Shares in issue as at the date of passing the resolutions are, at any time thereafter, converted into a larger or smaller number of Shares.

In accordance with the Listing Rules, and in particular the rules regulating the buy-back of securities on the Stock Exchange, the Company is required to send to Shareholders an explanatory statement containing information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the buy-back by the Company of its Shares. This explanatory statement is set out in Appendix 2 to this circular.

AGM

The Notice convening the AGM is set out on pages 16 to 21 of this circular. A form of proxy for use at the AGM is enclosed. The form of proxy can also be downloaded from the Company’s website at www.pccw.com/ir and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk . Whether or not Shareholders are able to attend the AGM, Shareholders are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s share registrar, Computershare Hong Kong Investor Services Limited, Investor Communications Centre, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible but in any event no later than 48 hours before the time appointed for holding the AGM (or any adjournment thereof). In calculating the period mentioned for depositing the form of proxy, no account is to be taken of any part of a day that is a public holiday. Completion and return of the form of proxy shall not preclude Shareholders from attending and voting in person at the AGM (or any adjournment thereof) should they so desire.

— 5 —

LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules and Article 71 of the Articles, the Chairman of the AGM will put each of the proposed resolutions set out in the Notice to be voted on by way of a poll. After the conclusion of the AGM, the results of the poll will be published on the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the Company’s website at www.pccw.com/ir .

RECOMMENDATION

The Directors consider that the re-election of Directors and the grant of the general mandates to issue and buy-back Shares are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

FURTHER INFORMATION

Your attention is drawn to Appendix 1 to this circular which sets out biographical information of the Directors proposed to be re-elected at the AGM in accordance with the Listing Rules and Appendix 2 to this circular which provides an explanatory statement on the proposed general mandate for buy-back of Shares.

Yours faithfully, For and on behalf of the Board BG Srinivas Group Managing Director

— 6 —

BIOGRAPHICAL INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX 1

In accordance with Articles 91 and 101 of the Articles, Mr. Srinivas Bangalore Gangaiah, Ms. Hui Hon Hing, Susanna, Mr. Lee Chi Hong, Robert, Mr. Li Fushen, Mr. Mai Yanzhou and Mr. David Christopher Chance will offer themselves for re-election at the AGM. Their biographical information is set out below to enable Shareholders to make an informed decision on their re-election. Save for the information disclosed below and in the Company’s 2019 Annual Report, there is no other information which is discloseable pursuant to any requirements set out in Rule 13.51(2) of the Listing Rules and there are no matters concerning the Directors proposed to be re-elected that need to be brought to the attention of the Shareholders.

1. Srinivas Bangalore Gangaiah

Mr. Srinivas, aged 59, was appointed an Executive Director and Group Managing Director of PCCW effective from July 2014. He is a member of PCCW’s Executive Committee and holds directorships in certain PCCW group companies. He is also a Non-Executive Director of HKT and the Trustee-Manager. He is also an Alternate Director of certain FWD group companies controlled by Mr. Li Tzar Kai, Richard, the Chairman of PCCW.

As part of the PCCW Group’s responsibility, Mr. Srinivas is focused to ensure the PCCW Group maintains its leadership position in all its portfolio of business in Hong Kong while crafting strategies to expand each line of business. He has over 30 years of experience and has assisted enterprises in leveraging technology to transform businesses. Prior to joining PCCW, Mr. Srinivas had worked for the previous 15 years with Infosys Group, where his last role was the President and Whole-time Director of Infosys Limited. He played distinct role in crafting strategies and driving growth across several industry sectors for Infosys. Prior to that, Mr. Srinivas worked for 14 years with Asea Brown Boveri Group, where he held several leadership positions in process automation and power transmission divisions.

Mr. Srinivas has been on the panel of judges for the European Business Awards (EBA) for three consecutive years and is a frequent speaker at World Economic Forum, and academic institutions such as INSEAD and Yale University.

Mr. Srinivas holds a degree in mechanical engineering from Bangalore University, India, and has participated in executive programs at Wharton Business School, US, and Indian Institute of Management Ahmedabad (IIMA), India.

Save as disclosed above, Mr. Srinivas did not hold other directorships in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Other than the positions disclosed above and any information set out in the Company’s 2019 Annual Report, Mr. Srinivas is not related to any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Srinivas had a personal interest in 800,000 Shares and other interest in 2,113,737 Shares, representing awards made to him which were subject to certain vesting conditions pursuant to the Company’s Share Incentive Award Purchase Scheme. Save as disclosed above, Mr. Srinivas did not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

— 7 —

BIOGRAPHICAL INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX 1

Mr. Srinivas has a service contract with a subsidiary of the Company, which may be terminated, by either side, on six months’ written notice. The Company has the right to terminate Mr. Srinivas’ employment for “cause” without notice or payment in lieu of notice. Pursuant to the service contract, he is currently entitled to a basic salary of approximately US$1.22 million (equivalent to approximately HK$9.51 million) per year, plus actually incurred housing benefit of up to US$385,644 per year (equivalent to approximately HK$3.01 million) and a non-discretionary annual bonus of US$192,820 (equivalent to approximately HK$1.50 million). He is also entitled to performance related annual discretionary bonus and share based compensation, subject to the achievement of performance targets. Performance related share based compensation would be in the form of share awards to be granted under the Company’s Share Incentive Award Purchase Scheme (which relates to existing issued Shares to be purchased by the scheme trustee), with the Company having the right to pay the cash equivalent in lieu of granting share awards. Mr. Srinivas’ emoluments have been determined with reference to his responsibilities, experience and qualifications and the Group’s remuneration policies. He has also entered into separate letters of appointment as an Executive Director of the Company, and as a Non-Executive Director of HKT and the Trustee-Manager. He is not entitled to any remuneration under the above letters of appointment. Mr. Srinivas is subject to retirement by rotation at least once every three years and re-election at the annual general meetings of the Company pursuant to the Articles.

2. Hui Hon Hing, Susanna

Ms. Hui, aged 55, was appointed an Executive Director of PCCW in May 2010. She is a member of PCCW’s Executive Committee. She has been the Group Chief Financial Officer of PCCW since April 2007 and holds directorships in various PCCW group companies. She is also the Group Managing Director of HKT and the Trustee-Manager, a member of HKT’s Executive Committee and an Executive Director of Pacific Century Premium Developments Limited (PCPD).

Ms. Hui joined Cable & Wireless HKT Limited (which was subsequently acquired by PCCW) in September 1999. Since then, she has served the PCCW Group in various capacities in the past 21 years, including as Director of Group Finance of the PCCW Group from September 2006 to April 2007, and the Director of Finance of the PCCW Group with responsibility for the telecommunications services sector and regulatory accounting. Ms. Hui was also the Group Chief Financial Officer of HKT from November 2011 to August 2018 and the Chief Financial Officer of PCPD from July 2009 to November 2011.

Prior to joining Cable & Wireless HKT Limited, Ms. Hui was the chief financial officer of a listed company engaged in hotel and property investment and management.

Ms. Hui graduated with a bachelor’s degree in social sciences from the University of Hong Kong with first class honours. She is a qualified accountant and a member of both the Hong Kong Institute of Certified Public Accountants and the American Institute of Certified Public Accountants.

Save as disclosed above, Ms. Hui did not hold other directorships in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas.

— 8 —

BIOGRAPHICAL INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX 1

Other than the positions disclosed above and any information set out in the Company’s 2019 Annual Report, Ms. Hui is not related to any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Ms. Hui had a personal interest in 6,345,555 Shares and other interest in 1,373,579 Shares, representing awards made to her which were subject to certain vesting conditions pursuant to the Company’s Share Incentive Award Purchase Scheme. Save as disclosed above, Ms. Hui did not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Ms. Hui has entered into two service contracts with a subsidiary of each of the Company and HKT and the Trustee-Manager which may be terminated, by either side, on three months’ notice. Pursuant to the service contracts, she is currently entitled to a total annual salary package (including basic salary, housing benefit, benefits in kind and retirement scheme contribution but excluding any discretionary bonus and share-based compensation which are not determined currently) of approximately HK$16.09 million, which is determined with reference to her job complexity, workload and responsibilities with the Group and its remuneration policies. She has also entered into separate letters of appointment as an Executive Director of the Company, HKT, the Trustee-Manager and PCPD. She is not entitled to any remuneration under the above letters of appointment. Ms. Hui is subject to retirement by rotation at least once every three years and re-election at the annual general meetings of the Company pursuant to the Articles.

3. Lee Chi Hong, Robert

Mr. Lee, aged 68, was appointed an Executive Director of PCCW in September 2002. He is a member of PCCW’s Executive Committee and holds directorships in PCCW group companies, including Pacific Century Premium Developments Limited (PCPD). He is the Non-Executive Chairman and a Non-Executive Director of PCPD.

Mr. Lee was previously an Executive Director of Sino Land Company Limited (Sino Land), at which his responsibilities included sales, finance, acquisitions, investor relations, marketing and property management. Prior to joining Sino Land, Mr. Lee was a senior partner at Deacons in Hong Kong, where he specialized in banking, property development, corporate finance and dispute resolution in Hong Kong and mainland China. Before that, he was a solicitor with the London firm Pritchard Englefield & Tobin. He was enrolled as a solicitor in the United Kingdom in 1979 and admitted as a solicitor in Hong Kong in 1980. Mr. Lee became a Notary Public in Hong Kong in 1991.

Mr. Lee had also served as a member of the panel of arbitrators of the China International Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade in Beijing.

Mr. Lee is a member of the International Council of the Louvre as well as an Ambassador for the Louvre in China.

He graduated from Cornell University in the United States in 1975 with a bachelor’s degree in political science.

Save as disclosed above, Mr. Lee did not hold other directorships in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas.

— 9 —

BIOGRAPHICAL INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX 1

Other than the positions disclosed above and any information set out in the Company’s 2019 Annual Report, Mr. Lee is not related to any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Lee had a personal interest in 992,600 Shares and a family interest in 511 Shares. Save as disclosed above, Mr. Lee did not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO.

There is no service contract entered into between Mr. Lee and the Company but he has entered into a letter of appointment as an Executive Director of the Company, pursuant to which he is not entitled to any Director’s fees, remuneration, benefits or other entitlements. He has also entered into a letter of appointment as a Non-Executive Director of PCPD, pursuant to which he is entitled to an annual director’s fee of HK$4 million and other benefits in kind. Mr. Lee is subject to retirement by rotation at least once every three years and re-election at the annual general meetings of the Company pursuant to the Articles.

4. Li Fushen

Mr. Li, aged 57, became a Non-Executive Director of PCCW in July 2007. He was appointed Deputy Chairman in September 2018 and is a member of PCCW’s Executive Committee. He is also a Non-Executive Director of HKT and the Trustee-Manager, and a member of HKT’s Remuneration Committee, Nomination Committee and Executive Committee.

Mr. Li is an Executive Director of China Unicom (Hong Kong) Limited (Unicom HK). He is also a Director of China United Network Communications Group Company Limited (Unicom), China United Network Communications Limited (Unicom A-Share) and China United Network Communications Corporation Limited.

He served as Deputy General Manager of the former Jilin Provincial Telecommunications Company and Jilin Communications Company, General Manager of the Finance Department and Chief Accountant of China Network Communications Group Corporation, Chief Financial Officer, Executive Director and Joint Company Secretary of China Netcom Group Corporation (Hong Kong) Limited, Vice President and Chief Accountant of Unicom, Senior Vice President of Unicom A-Share, and Senior Vice President and Chief Financial Officer of Unicom HK.

Mr. Li graduated from the Australian National University with a master’s degree in management in 2004, and from the Jilin Engineering Institute with a degree in engineering management in 1988. Mr. Li has worked in the telecommunications industry for a long period of time and has extensive management experience.

Save as disclosed above, Mr. Li did not hold other directorships in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Other than the positions disclosed above and any information set out in the Company’s 2019 Annual Report, Mr. Li is not related to any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Li did not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO.

— 10 —

BIOGRAPHICAL INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX 1

There is no service contract entered into between Mr. Li and the Company but he has entered into a letter of appointment as a Non-Executive Director of the Company for a term of three years, pursuant to which he is entitled to an annual Director’s fee of HK$248,800. Such fee is determined with reference to his responsibilities with the Company and the Company’s remuneration policy. He has also entered into a letter of appointment as a Non-Executive Director of each of HKT and the Trustee-Manager, pursuant to which he is entitled to an annual director’s fee of HK$248,800 but is not entitled to any remuneration from the Trustee-Manager. Mr. Li is subject to retirement by rotation at least once every three years and re-election at the annual general meetings of the Company pursuant to the Articles.

5. Mai Yanzhou

Mr. Mai, aged 50, became a Non-Executive Director of PCCW in March 2020 and is a member of the Remuneration Committee of the Board.

Mr. Mai is a Vice President of China United Network Communications Group Company Limited (Unicom), Senior Vice President of China United Network Communications Limited, Senior Vice President of China Unicom (Hong Kong) Limited, and a Director and Senior Vice President of China United Network Communications Corporation Limited.

Mr. Mai was Deputy General Manager of Guangdong Branch of China Network Communications Group Corporation, and Deputy General Manager of Guangdong Branch, General Manager of Fujian Branch and General Manager of Liaoning Branch of Unicom. Mr. Mai served as a deputy to the 12th National People’s Congress. Mr. Mai is a professor level senior engineer, graduated from Zhengzhou University in 1991 and received a master’s degree in Electronics and Information Engineering from Beijing University of Posts and Telecommunications in 2002. Mr. Mai has extensive experience in management and telecommunications industry.

Save as disclosed above, Mr. Mai did not hold other directorships in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Other than the positions disclosed above and any information set out in the Company’s 2019 Annual Report, Mr. Mai is not related to any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Mai did not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO.

There is no service contract entered into between Mr. Mai and the Company but he has entered into a letter of appointment as a Non-Executive Director of the Company for a term of three years, pursuant to which he is entitled to an annual Director’s fee of HK$248,800. Such fee is determined with reference to his responsibilities with the Company and the Company’s remuneration policy. Mr. Mai is subject to retirement by rotation at least once every three years and re-election at the annual general meetings of the Company pursuant to the Articles.

— 11 —

BIOGRAPHICAL INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX 1

6. David Christopher Chance

Mr. Chance, aged 62, was appointed an Independent Non-Executive Director of PCCW and the Independent Non-Executive Chairman and Director of PCCW Media Limited, an indirect wholly-owned subsidiary of PCCW in November 2013.

Mr. Chance is the Non-Executive Chairman of Modern Times Group MTG AB, the Non-Executive Chairman of Nordic Entertainment Group AB and the Non-Executive Chairman of Top Up TV Ltd. He has significant senior management experience particularly in the area of pay television having been formerly the Executive Chairman of Top Up TV Ltd. between 2003 and 2011 and the Deputy Managing Director of British Sky Broadcasting Group plc between 1993 and 1998. He was also a Non-Executive Director of ITV plc and O2 plc. He graduated with a Bachelor of Arts degree, a Bachelor of Science degree and a Master of Business Administration degree from the University of North Carolina.

Save as disclosed above, Mr. Chance did not hold other directorships in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Other than the positions disclosed above and any information set out in the Company’s 2019 Annual Report, Mr. Chance is not related to any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Chance did not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO.

There is no service contract entered into between Mr. Chance and the Company but he has entered into a letter of appointment as an Independent Non-Executive Director of the Company for a term of three years, pursuant to which he is entitled to an annual Director’s fee of HK$248,800. Such fee is determined with reference to his responsibilities with the Company and the Company’s remuneration policy. He has also entered into a letter of appointment as an Independent Non-Executive Chairman of PCCW Media Limited, pursuant to which he is entitled to an annual Chairman’s fee of HK$124,400. Mr. Chance is subject to retirement by rotation at least once every three years and re-election at the annual general meetings of the Company pursuant to the Articles.

— 12 —

EXPLANATORY STATEMENT ON BUY-BACK PROPOSAL

APPENDIX 2

The following is the Explanatory Statement required to be sent to Shareholders under the Listing Rules in connection with the proposed general mandate for the buy-back of securities and also constitutes the memorandum required under Section 239 of the Companies Ordinance:

1. LISTING RULES REQUIREMENT FOR BUY-BACK OF SECURITIES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to buy-back their securities (which shall include, where the context permits, shares of all classes and securities which carry a right to subscribe or purchase shares, of a company, and shall include warrants) on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:

(a) Shareholders’ approval

All on-market securities buy-backs on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders, either by way of general mandate or by specific approval in relation to specific transactions.

(b) Source of funds

Buy-backs must be funded out of funds which are legally available for the purpose in accordance with the company’s constitutional documents and the laws of Hong Kong.

2. ISSUED SHARES

As at the Latest Practicable Date, the issued Shares comprised 7,729,638,249 Shares.

Subject to the passing of Ordinary Resolution No. 6 set out in the Notice (the “ Buy-back Mandate ”), the Company would be allowed to buy-back a maximum of 772,963,824 Shares on the assumption that there is no variation to the issued Shares during the period from the Latest Practicable Date to the date of passing of the resolution approving the Buy-back Mandate. Such number of Shares referred to above shall, where applicable, be adjusted in the event that the Shares in issue as at the date of passing the resolution are, at any time thereafter, converted into a larger or smaller number of Shares.

3. REASONS FOR BUY-BACK

The Directors believe that it is in the best interests of the Company and its Shareholders as a whole to seek a general authority from Shareholders to enable the Company to buy-back Shares in the market. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company’s net assets and/or its earnings per Share and will only be made when the Directors believe that such buy-backs will benefit the Company and its Shareholders as a whole.

— 13 —

EXPLANATORY STATEMENT ON BUY-BACK PROPOSAL

APPENDIX 2

4. FUNDING OF AND IMPACT OF BUY-BACK

Buy-backs pursuant to the Buy-back Mandate would be financed entirely from the Company’s available cash flow or working capital facilities. Any buy-backs will only be funded out of funds of the Company legally available for the purpose in accordance with the Articles and the laws of Hong Kong.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited financial statements) in the event that the Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous 12 months up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2019
March	4.95	4.65
April	4.92	4.70
May	4.81	4.40
June	4.63	4.40
July	4.61	4.47
August	4.48	4.19
September	4.44	4.22
October	4.67	4.35
November	4.76	4.54
December	4.74	4.58
2020
January	4.77	4.57
February	4.83	4.57
March (up to the Latest Practicable Date)	4.77	3.85

— 14 —

EXPLANATORY STATEMENT ON BUY-BACK PROPOSAL

APPENDIX 2

6. DISCLOSURE OF INTERESTS

The Directors have undertaken to the Stock Exchange that they will exercise the Buy-back Mandate in accordance with the Listing Rules, the laws of Hong Kong and the provisions set out in the Articles.

If as a result of a buy-back of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors do not intend to exercise the Buy-back Mandate to such an extent as would result in a Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory general offer under Rule 26 of the Takeovers Code and, accordingly, it is not anticipated that purchases of Shares under the Buy-back Mandate will give rise to any consequences under the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of an exercise of the Buy-back Mandate.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), presently intend to sell any Shares to the Company or its subsidiaries under the Buy-back Mandate in the event that the Buy-back Mandate is approved by Shareholders.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have any present intention to sell any Shares, or that they have undertaken not to sell any Shares held by them, to the Company in the event that the Buy-back Mandate is approved by Shareholders.

7. SHARE BUY-BACKS MADE BY THE COMPANY

The Company has not bought-back any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

— 15 —

NOTICE OF AGM

==> picture [91 x 44] intentionally omitted <==

PCCW Limited 電訊盈科有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 0008)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of PCCW Limited (the “ Company ”) will be held on Friday, May 8, 2020 at 2:00 p.m. at 8th Floor, Oxford House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong, for the following purposes:

1. To receive and adopt the Audited Financial Statements of the Company and the Reports of the Directors and the Independent Auditor for the year ended December 31, 2019.

2. To declare a final dividend of 23 HK cents per ordinary share in respect of the year ended December 31, 2019.

3. To re-elect Directors and authorize the Directors to fix the remuneration of the Directors.

4. To re-appoint Messrs PricewaterhouseCoopers as Auditor and authorize the Directors to fix their remuneration.

To consider and, if thought fit, pass the following as Ordinary Resolutions (with or without modification):

1. “ THAT :

2. (a) subject to paragraphs (b) and (c) of this Resolution, the Directors be and are hereby granted an unconditional general mandate to allot, issue and deal with additional shares in the capital of the Company and to allot, issue or grant securities convertible into shares in the capital of the Company, options, warrants and other rights to subscribe for any shares in the capital of the Company or such convertible securities and to make or grant offers, agreements and options in respect thereof;

3. (b) such mandate shall not extend beyond the Relevant Period (as defined hereinafter) save that the Directors may during the Relevant Period make or grant offers, agreements, rights and options which might require the exercise of such power after the end of the Relevant Period;

— 16 —

NOTICE OF AGM

• (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Directors pursuant to paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as defined hereinafter);

• (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company;

• (iii) the exercise of the subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or

• (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company;

shall not exceed 20% of the aggregate number of shares of the Company in issue as at the date of passing of this Resolution; and

• (d) for the purpose of this Resolution:

• “ Relevant Period ” means the period from the passing of this Resolution up to:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting,

whichever is the earliest; and

“ Rights Issue ” means an offer of shares or issue of options, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange, in any territory outside Hong Kong).

— 17 —

NOTICE OF AGM

“ shares ” shall, for the purposes of the general mandate referred to in this Resolution, mean such number of shares as may be adjusted in the event that the shares in issue as at the date of passing this Resolution are, at any time thereafter, converted into a larger or smaller number of shares.”

1. “ THAT :

2. (a) subject to paragraph (b) of this Resolution, the Directors be and are hereby granted an unconditional general mandate to buy-back on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), or any other stock exchange on which the securities of the Company are or may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, shares in the capital of the Company including any form of depositary receipt representing the right to receive such shares issued by the Company and that the exercise by the Directors of all powers of the Company to buy-back such securities, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate number of shares of the Company which may be bought-back by the Company pursuant to the approval in paragraph (a) above during the Relevant Period (as defined hereinafter) shall not exceed 10% of the aggregate number of shares of the Company in issue as at the date of passing of this Resolution; and

4. (c) for the purpose of this Resolution:

   • “ Relevant Period ” means the period from the passing of this Resolution up to:

   • (i) the conclusion of the next annual general meeting of the Company;

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or

   • (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting,

whichever is the earliest.

“ shares ” shall, for the purposes of the general mandate referred to in this Resolution, mean such number of shares as may be adjusted in the event that the shares in issue as at the date of passing this Resolution are, at any time thereafter, converted into a larger or smaller number of shares.”

— 18 —

NOTICE OF AGM

1. “ THAT subject to the passing of Ordinary Resolution No. 6 set out in the notice of this Meeting, the aggregate number of shares of the Company that may be allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to and in accordance with the mandate granted under Ordinary Resolution No. 5 set out in the notice of this Meeting be and is hereby increased and extended by the addition of the aggregate number of shares in the capital of the Company which may be bought-back by the Company pursuant to and in accordance with the mandate granted under Ordinary Resolution No. 6 set out in the notice of this Meeting, provided that such amount shall not exceed 10% of the aggregate number of shares of the Company in issue as at the date of the passing of this Resolution. For the purposes of this Resolution, “ shares ” shall mean such number of shares as may be adjusted in the event that the shares in issue as at the date of passing this Resolution are, at any time thereafter, converted into a larger or smaller number of shares.”

By order of the board of PCCW Limited Bernadette M. Lomas

Group General Counsel and Company Secretary

Hong Kong, April 2, 2020

Registered office:

41st Floor, PCCW Tower Taikoo Place, 979 King’s Road Quarry Bay, Hong Kong

Notes:

1. Any shareholder of the Company entitled to attend and vote at the Annual General Meeting (or any adjournment thereof) (the “ AGM ”) is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead in accordance with the articles of association of the Company. A proxy need not be a shareholder of the Company.

2. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the AGM personally or by proxy, one of the holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. The form of proxy and the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy of such power of attorney or authority) must be deposited with the Company’s share registrar, Computershare Hong Kong Investor Services Limited, Investor Communications Centre, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 48 hours before the time appointed for holding the AGM, otherwise the form of proxy shall not be treated as valid. In calculating the period mentioned for depositing the form of proxy, no account is to be taken of any part of a day that is a public holiday. Completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the AGM should they so desire.

— 19 —

NOTICE OF AGM

1. The record date for determining the entitlement of the shareholders of the Company to attend and vote at the AGM will be Monday, May 4, 2020. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, for registration no later than 4:30 p.m. on Monday, May 4, 2020.

2. The record date for the proposed final dividend will be Friday, May 15, 2020. The Company’s register of members will be closed from Thursday, May 14, 2020 to Friday, May 15, 2020 (both days inclusive). During such period, no transfer of shares will be effected. In order to qualify for the proposed final dividend in relation to agenda item no. 2 in this notice, all transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, for registration no later than 4:30 p.m. on Wednesday, May 13, 2020.

3. In compliance with the HKSAR Government’s directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health on the prevention of coronavirus disease 2019 (COVID-19), the Company will implement additional precautionary measures at the AGM including, without limitation:

4. compulsory body temperature screening;

5. mandatory use of surgical face masks;

6. mandatory health declaration – anyone subject to quarantine, has any flu-like symptoms or has travelled overseas within 14 days immediately before the AGM (“recent travel history”), or has close contact with any person under quarantine or with recent travel history will not be permitted to attend the AGM;

7. anyone attending the AGM is reminded to observe good personal hygiene at all times; and

8. • appropriate distancing and spacing in line with the guidance from the HKSAR Government will be maintained and as such, the Company may limit the number of attendees at the AGM as may be necessary to avoid over-crowding.

9. In light of the continuing risks posed by the COVID-19 pandemic, the Company strongly encourages Shareholders NOT to attend the AGM in person, and advises Shareholders to appoint the Chairman of the AGM or any Director or Company Secretary of the Company as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person.

10. Shareholders are advised to read the leaflet attached to this notice for further detail and monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

11. In view of the travelling restrictions imposed by various jurisdictions including Hong Kong to prevent the spread of the COVID-19, certain Director(s) of the Company may attend the AGM through video conference or similar electronic means.

— 20 —

NOTICE OF AGM

1. In the event that a typhoon signal no. 8 or above is hoisted or a black rainstorm warning signal is in force on the day of the AGM, shareholders are suggested to visit the Company’s website at www.pccw.com or to contact the Company’s share registrar by telephone on (852) 2862 8648 for arrangements of the AGM.

2. References to time and dates in this notice are to Hong Kong time and dates.

3. In the event of any inconsistency, the English version shall prevail.

As at the date of this notice, the Directors of the Company are as follows:

Executive Directors

Li Tzar Kai, Richard (Chairman); Srinivas Bangalore Gangaiah (aka BG Srinivas) (Group Managing Director); Hui Hon Hing, Susanna (Group Chief Financial Officer) and Lee Chi Hong, Robert

Non-Executive Directors

Tse Sze Wing, Edmund, GBS; Li Fushen (Deputy Chairman); Mai Yanzhou; Zhu Kebing and Wei Zhe, David

Independent Non-Executive Directors

Aman Mehta; Frances Waikwun Wong; Bryce Wayne Lee; Lars Eric Nils Rodert; David Christopher Chance and David Lawrence Herzog

— 21 —

Electronic Communications

This circular in both English and Chinese is now available in printed form from the Company and the Company’s share registrar, and in accessible format on the Company’s website at www.pccw.com/ir and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk .

Shareholders who have chosen (or are deemed to have agreed) to receive this circular using electronic means through the Company’s website and who, for any reason, have difficulty in receiving or gaining access to this circular will promptly, upon request in writing or by email to the Company’s share registrar, Computershare Hong Kong Investor Services Limited, be sent this circular in printed form, free of charge.

Shareholders may change their choice of language and/or means of receipt of the Company’s future corporate communications at any time, free of charge, by reasonable prior notice in writing or by email to the Company’s share registrar at:

To: PCCW Limited c/o Share Registrar Computershare Hong Kong Investor Services Limited Investor Communications Centre 17M Floor, Hopewell Centre 183 Queen’s Road East Wan Chai, Hong Kong

Fax: (852) 2865 0990 Email: pccw@computershare.com.hk

— 22 —

==> picture [91 x 43] intentionally omitted <==

PCCW Limited 電訊盈科有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 0008)

PRECAUTIONARY MEASURES FOR THE 2020 ANNUAL GENERAL MEETING (“AGM”)

In compliance with the HKSAR Government’s directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection (CHP) of the Department of Health on the prevention of coronavirus disease 2019 (COVID-19), PCCW Limited (the “Company”) will implement additional precautionary measures at the AGM in the interests of the health and safety of our shareholders, investors, directors, staff and other participants of the AGM (the “Stakeholders”) which include without limitation:

• (1) All attendees will be required to wear surgical face masks before they are permitted to attend, and during their attendance of, the AGM. Attendees are advised to maintain appropriate social distance with each other at all times when attending the AGM.

• (2) There will be compulsory body temperature screening for all persons before entering the AGM venue. Per guidelines issued by the building management team at Oxford House where the AGM will be held, any person with a body temperature of 37.8 degrees Celsius or above will not be given access to Oxford House. Denied entry to Oxford House also means the person will not be allowed to attend the AGM.

• (3) Attendees may be asked if (i) he/she has travelled outside of Hong Kong within 14 days immediately before the AGM (“recent travel history”); (ii) he/she is subject to any HKSAR Government prescribed quarantine requirement; and (iii) he/she has any flu-like symptoms or close contact with any person under quarantine or with recent travel history. Any person who responds positively to any of these questions will be denied entry into the AGM venue or be required to promptly leave the AGM venue.

• (4) Anyone who has recent travel history, is subject to quarantine, or has any flu-like symptoms or close contact with any person under quarantine or with recent travel history will not be permitted to attend the AGM.

• (5) Anyone attending the AGM is reminded to observe good personal hygiene at all times.

• (6) Appropriate distancing and spacing in line with the guidance from the HKSAR Government will be maintained and as such, the Company may limit the number of attendees at the AGM as may be necessary to avoid over-crowding.

• (7) In light of the continuing risks posed by the COVID-19 pandemic, and in the interests of protecting the Stakeholders, the Company is supportive of the precautionary measures being adopted and strongly encourages shareholders NOT to attend the AGM in person and advises shareholders to appoint the Chairman of the AGM or any Director or Company Secretary of the Company as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person.

• (8) Shareholders are advised to read this leaflet carefully and monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

• (9) Health education materials and up-to-date development on COVID-19 can be found on the CHP website ( www.chp.gov.hk ) and the website of the HKSAR Government on COVID-19 ( www.coronavirus.gov.hk ).