HKBN Ltd. — AGM Information 2015

Nov 27, 2015

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in HKBN Ltd., you should at once hand this supplemental circular with the enclosed supplemental form of proxy to the purchaser or transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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HKBN Ltd. 香港寬頻有限公司

(Incorporated in the Cayman Islands with limited liability) Stock Code: 1310

PROPOSED RE-ELECTION OF A RETIRING DIRECTOR

A supplemental notice convening the annual general meeting of HKBN Ltd. (“the Company”) to be held at 10:00 a.m., on 15 December 2015, Tuesday at Awesome Space, 14th Floor, Trans Asia Centre, 18 Kin Hong Street, Kwai Chung, New Territories, Hong Kong is set out on page 5 of this supplemental circular. A supplemental form of proxy for use at the annual general meeting is enclosed. Whether or not you are able to attend the meeting, you are requested to complete the accompanying supplemental form of proxy in accordance with the instructions printed thereon and return the same to the office of the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the accompanying supplemental form of proxy will not preclude you from attending and voting in person at the meeting or at any adjournment thereof should you so wish.

30 November 2015

CONTENTS

	Page
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
APPENDIX–PARTICULARS OF THE DIRECTOR SUBJECT TO
RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . .	5

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LETTER FROM THE BOARD

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HKBN Ltd. 香港寬頻有限公司

(Incorporated in the Cayman Islands with limited liability) Stock Code: 1310

Board of Directors:

Chairman and Independent Non-executive Director Bradley Jay HORWITZ

Executive Directors William Chu Kwong YEUNG Ni Quiaque LAI

Non-executive Director Deborah Keiko ORIDA

Independent Non-executive Directors Stanley CHOW Quinn Yee Kwan LAW, SBS, JP

Registered Office:

P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Principal Place of Business in Hong Kong:

12th Floor, Trans Asia Centre 18 Kin Hong Street, Kwai Chung New Territories Hong Kong

30 November 2015

To the Shareholders

Dear Sir or Madam,

PROPOSED RE-ELECTION OF A RETIRING DIRECTOR

INTRODUCTION

The purpose of this supplemental circular is to provide you with the supplemental notice of Annual General Meeting which is set out on page 5 of this supplemental circular and additional information regarding the proposed re-election of a retiring Director, and to seek your approval at the AGM in connection with this matter. Save as set out in this supplemental circular, there have been no changes in relation to the AGM as set out in the original circular despatched to Shareholders on 16 November 2015 (the “Original Circular”). Unless the context otherwise requires, capitalised terms used herein shall bear the same meanings as defined in the Original Circular.

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LETTER FROM THE BOARD

This supplemental circular is supplemental to the Original Circular and should be read together with the Original Circular and the original notice of Annual General Meeting (the “Original Notice”). The Original Notice is set out on pages 15 to 18 of the Original Circular.

RE-ELECTION OF A RETIRING DIRECTOR

On 20 November 2015, the Company announced that Ms. Deborah Keiko Orida (“Ms. Orida”) has been appointed as a non-executive Director and a member of the nomination committee of the Company.

In accordance with article 16.2 of the Articles, Ms. Orida is subject to retirement by rotation and re-election in accordance with the Articles and the Listing Rules. Being eligible, Ms. Orida has offered herself to seek for re-election as a non-executive Director at the AGM.

Particulars of Ms. Orida are set out in the Appendix to this supplemental circular.

ANNUAL GENERAL MEETING

A supplemental form of proxy incorporating the resolution of the re-election of Ms. Orida is enclosed with this supplemental circular. The form of proxy issued by the Company along with the Original Circular (the “Original Proxy Form”) will remain valid and effective to the fullest extent applicable if correctly completed and lodged with the Company’s Hong Kong branch share registrar. For the avoidance of doubt, should the proxies being appointed to attend the AGM under each of the Original Proxy Form and/or the supplemental form of proxy be different and more than one of the proxies attend the AGM, only the proxy validly appointed under the Original Proxy Form shall be designated to vote at the AGM.

Please refer to the Original Circular and the Original Notice for details in respect of eligibility for attending the AGM, closure of register of members, other resolutions to be passed at the AGM, the proxy, the registration procedures and other relevant matters respectively.

RECOMMENDATION

The Directors consider that the re-election of Ms. Orida as referred to in this supplemental circular is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the relevant resolution to be proposed at the AGM.

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LETTER FROM THE BOARD

RESPONSIBILITY OF DIRECTORS

This supplemental circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this supplemental circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement contained herein misleading.

Yours faithfully, For and on behalf of HKBN Ltd. Bradley Jay Horwitz Chairman

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APPENDIX PARTICULARS OF THE DIRECTOR SUBJECT TO RE-ELECTION

NON-EXECUTIVE DIRECTOR

Ms. Deborah Keiko ORIDA

Ms. Orida, aged 48, is Managing Director, Head of Relationship Investments International at Canada Pension Plan Investment Board (“ CPPIB ”), a substantial shareholder (as defined in Part XV of the SFO) of the Company. She joined CPPIB in Toronto in 2009, and is currently based in Hong Kong where she has been located since August 2012. She leads CPPIB’s Relationship Investments efforts in Asia and Europe. Ms. Orida has over 20 years of experience as an investor, investment banker and a lawyer. Prior to joining CPPIB, Ms. Orida was an investment banker at Goldman Sachs & Co. in New York and Toronto where she advised management teams and boards on mergers and acquisitions and financing transactions. Prior to Goldman Sachs & Co., Ms. Orida was a securities lawyer at Blake, Cassels & Graydon in Toronto. Ms. Orida previously served on the board of directors and investment committee of the Bridgepoint Health Foundation and was the chair of the board of directors of Vitalhub Corp., a mobile healthcare start-up company. Ms. Orida holds a Master of Business Administration from The Wharton School and a Bachelor of Laws and Bachelor of Arts from Queen’s University, Canada.

Save as disclosed above, Ms. Orida (i) does not have any relationship with any other director, senior management, substantial or controlling shareholders of the Company; (ii) is not interested or deemed to be interested in any shares or underlying shares of the Company within the meaning of Part XV of the SFO as at 24 November 2015, being the latest practicable date prior to the printing of this supplemental circular for ascertaining certain information contained in this supplemental circular (the “Latest Practicable Date”); and (iii) did not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years up to the Latest Practicable Date, and does not hold any other position with the Company or any of its subsidiaries.

Ms. Orida has signed a letter of appointment issued by the Company on 20 November 2015. She is subject to retirement by rotation and re-election in accordance with the Articles and the Listing Rules. Under the letter of appointment, Ms. Orida will not receive any emoluments for her service as a non-executive Director from the Company.

There is no information which is required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

There is no other matter that needs to be brought to the attention of the Shareholders in respect of Ms. Orida’s re-election.

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SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

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HKBN Ltd. 香港寬頻有限公司

(Incorporated in the Cayman Islands with limited liability)

Stock Code: 1310

References are made to the circular of HKBN Ltd. (the “Company”) and the notice of annual general meeting of the Company (the “AGM”) dated 16 November 2015 (the “Original Notice”), which set out the time and venue of the AGM and contain the resolutions to be tabled before the AGM for shareholders’ approval.

References are also made to the supplemental circular of the Company dated 30 November 2015.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM of the Company will be held as originally scheduled at 10:00 a.m., on 15 December 2015, Tuesday at Awesome Space, 14th Floor, Trans Asia Centre, 18 Kin Hong Street, Kwai Chung, New Territories, Hong Kong to consider and, if thought fit, pass the following resolution as an ordinary resolution in addition to the resolutions set out in the Original Notice:–

1. (vii) To re-elect Ms. Deborah Keiko Orida as a non-executive Director of the Company.

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