Hang Lung Group Limited — Share Issue/Capital Change 2014

Apr 11, 2014

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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PCCW Limited

電訊盈科有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 0008)

ISSUE OF NEW SHARES UNDER GENERAL MANDATE FOR GRANT OF AWARDS PURSUANT TO SHARE AWARD SCHEME

On April 11, 2014, the Board has resolved to allot and issue 10,000,000 new Shares to the Trustee for grant of Awards to Selected Employees by way of allotment of new Shares pursuant to the Subscription Scheme and the general mandate granted by the shareholders of the Company at the annual general meeting held on May 9, 2013.

Pursuant to the Share Award Schemes, the maximum aggregate number of Shares that can be awarded under the Subscription Scheme and the Purchase Scheme is limited to 1% of the total number of Shares in issue. The 10,000,000 new Shares to be allotted and issued by the Company to the Trustee represent approximately 0.1375% of the total number of Shares in issue as at April 11, 2014 and approximately 0.1373% of the total number of Shares in issue as enlarged by the issue of Shares after the allotment.

Reference is made to the Subscription Scheme adopted by the Company on November 15, 2002 and on its expiry the subsequent adoption of new rules in respect of the Subscription Scheme on November 15, 2012.

On April 11, 2014, the Board has resolved to allot and issue 10,000,000 new Shares to the Trustee for grant of Awards to Selected Employees by way of allotment of new Shares pursuant to the Subscription Scheme and the general mandate granted by the shareholders of the Company at the annual general meeting held on May 9, 2013. Under this general mandate, the maximum number of Shares that can be allotted and issued is 1,454,458,930. Except for the issue of Shares as mentioned in this announcement, as at the date of this announcement, no new Shares have been allotted or issued under the general mandate.

The Board shall pay or cause to be paid HK$100,000 in aggregate in respect of the 10,000,000 new Shares to the Trustee from the Company’s resources. The Trustee shall then subscribe for the new Shares at the same consideration. Upon the allotment of the new Shares, the Trustee shall hold the new Shares on trust for the Selected Employee(s) and shall transfer such Shares to the Selected Employee(s) at no cost upon the satisfaction of the relevant vesting conditions determined by the Board at the time of making the Award(s), notwithstanding that the Board shall be at liberty to waive the conditions.

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The Trustee and its ultimate beneficial owners, if any, are third parties independent of the Company and are not connected persons of the Company. All of the Selected Employees under the Subscription Scheme to whom Awards may be granted under the Subscription Scheme in respect of the 10,000,000 new Shares are/will be employees of the participating companies under the Subscription Scheme and none of them is a director or a substantial shareholder of the Company or any of its Subsidiaries as at the time of granting the Awards. The number of Selected Employees to whom Awards will be granted will be more than 10.

Pursuant to the Share Award Schemes, the maximum aggregate number of Shares that can be awarded under the Subscription Scheme and the Purchase Scheme is limited to 1% of the total number of Shares in issue. The 10,000,000 new Shares to be allotted and issued by the Company to the Trustee represent approximately 0.1375% of the total number of Shares in issue as at April 11, 2014 and approximately 0.1373% of the total number of Shares in issue as enlarged by the issue of Shares after the allotment.

The new Shares, when issued and fully paid, will rank pari passu among themselves and with the Shares then in issue, with the right to receive all dividends and other distributions the record date in respect of which is on or after the date of allotment of the new Shares. While the Trustee holds the Shares on trust for the Selected Employees, it may vote them as it sees fit (and the Company has no power to influence how the Trustee should exercise this discretion) and the Company will have no interest in those Shares.

Application will be made by the Company to the Stock Exchange for approval of the listing of, and permission to deal in, the 10,000,000 new Shares. The issue of the 10,000,000 new Shares is not subject to shareholders’ approval or any conditions other than approval of the listing of, and permission to deal in, the new Shares being granted by the Stock Exchange.

Further information relating to the issue of the new Shares under the Subscription Scheme is set out as follows:

Securities to be issued: 10,000,000 Shares Issue price (net): Shares shall be allotted to the Trustee for an aggregate consideration of HK$100,000 (one HK cent per Share), with the entire amount of the consideration having been provided to the Trustee by the Company. Under the Subscription Scheme, the amount to be paid in respect of the subscription of new Shares shall be provided by the Company to the Trustee and subsequently used by the Trustee to subscribe for the Shares. The issue price has been determined as a nominal amount of one HK cent per Share having regard to the fact that the entire amount of the consideration for the subscription is being provided by the Company

Funds to be raised: Nil

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Reasons for the issue: To recognise the contributions made by the Selected Employees and to retain them for the continued operation and development of the Group

Identity of the allottee: HSBC Institutional Trust Services (Asia) Limited, being the Trustee (which holds the new Shares on trust for the Selected Employees) or its nominee and which is independent of, and not connected with, the Company Market price of the Shares: HK$3.99, being the closing price of Shares as at April 11, 2014

• Fund raising activities in the past 12 months: The Company has not engaged in any fund raising activities by any issue of Shares in the 12 months immediately preceding the date of this announcement

DEFINITIONS

In this announcement, the following terms and expressions shall have the following meanings, unless the context otherwise requires:

• “Award(s)” award(s) of Shares by the Board pursuant to the Share Award Schemes to Selected Employee(s)

• “Board” the board of directors of the Company or such committee or sub-committee or person(s) delegated with the power and authority to administer the Share Award Schemes

• “Company” 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)

• “connected person(s)” has the meaning ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Group” the Company and its Subsidiaries

• “HK$” and “HK cent(s)” Hong Kong dollar(s) and cent(s) respectively, the lawful currency of Hong Kong

• “Purchase Scheme” the share award scheme operated by the Group whereby awards of Shares may be made to Selected Employees of the participating companies, with such Shares being purchased by the Trustee on the market

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• “Selected Employee(s)” employees of the participating companies under the Share Award Schemes whom the Board may, from time to time, at its absolute discretion, select for participation in the Share Award Schemes

• “Share(s)” ordinary share(s) in the capital of the Company. The Shares have no nominal value with effect from March 3, 2014, pursuant to the Companies Ordinance (Chapter 622 of the laws of Hong Kong)

• “Share Award Scheme(s)” the Purchase Scheme and the Subscription Scheme

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Subscription Scheme” the share award scheme operated by the Group whereby awards of Shares may be made to Selected Employees of participating companies, with such Shares being allotted and issued by the Company to the Trustee who subscribes for and holds the Shares on trust for the Selected Employees

• “Subsidiary(ies)” a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance (Chapter 622 of the laws of Hong Kong)) of the Company, whether incorporated in Hong Kong or elsewhere

• “Trustee” HSBC Institutional Trust Services (Asia) Limited (which is independent of, and not connected with, the Company), in its capacity as trustee of the Subscription Scheme

By order of the Board of PCCW Limited Philana WY Poon Group Company Secretary

Hong Kong, April 11, 2014

As at the date of this announcement, the directors of the Company are as follows:

Executive Directors

Li Tzar Kai, Richard (Chairman); Chan Ching Cheong, George (Group Managing Director); Hui Hon Hing, Susanna (Group Chief Financial Officer) and Lee Chi Hong, Robert

Non-Executive Directors

Sir David Ford, KBE, LVO; Tse Sze Wing, Edmund, GBS; Lu Yimin (Deputy Chairman); Li Fushen; Li Gang and Wei Zhe, David

Independent Non-Executive Directors

Dr The Hon Sir David Li Kwok Po, GBM, GBS, OBE, JP; Aman Mehta; Frances Waikwun Wong; Bryce Wayne Lee; Lars Eric Nils Rodert and David Christopher Chance

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