HKBN Ltd. — AGM Information 2015

Nov 13, 2015

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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HKBN Ltd. 香港寬頻有限公司

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

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of HKBN Ltd. (the “Company”) will 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 for the following purposes:

1. To receive and consider the audited financial statements and the reports of the Directors and auditors for the year ended 31 August 2015.

2. To declare a final dividend of 20 HK cents per share for the year ended 31 August 2015.

3. (i) To re-elect Mr. Bradley Jay Horwitz as an independent non-executive Director of the Company.

4. (ii) To re-elect Mr. William Chu Kwong Yeung as an executive Director of the Company.

5. (iii) To re-elect Mr. Ni Quiaque Lai as an executive Director of the Company.

6. (iv) To re-elect Mr. Stanley Chow as an independent non-executive Director of the Company.

7. (v) To re-elect Mr. Quinn Yee Kwan Law as an independent non-executive Director of the Company.

8. (vi) To authorise the board of Directors to fix the Directors’ remuneration for the year ending 31 August 2016.

9. To re-appoint KPMG, Certified Public Accountants as the independent auditor of the Company to hold office until the conclusion of the next annual general meeting and to authorise the board of Directors to fix their remuneration.

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ORDINARY RESOLUTIONS

1. As special business, to consider and, if thought fit, pass, with or without amendments, the following resolutions as ordinary resolutions:

2. A. “ That :

   • (a) subject to paragraph (c), the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) shall authorise the Directors of the Company during the Relevant Period (as defined below) to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period (as defined below);

   • (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to a Rights Issue (as defined below) or the exercise of the subscription rights under the share option scheme of the Company, shall not exceed 20% of the aggregate nominal amount of the shares of the Company in issue as at the date of this resolution (i.e. an aggregate nominal amount of Shares up to approximately HK$20,113 (equivalent to 201,133,333 Shares) on the basis that the issued share capital of the Company remains unchanged on the date of AGM/no further Shares are issued or repurchased before the AGM) and the said approval shall be limited accordingly; and

   • (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or

• (ii) the expiry of the period within which the next annual general meeting of the Company is required to be held under the laws of the Cayman Islands or the Articles of the Company or any applicable laws to be held; or

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• (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.

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company 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 of the Company 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 recognised regulatory body or any stock exchange in any territory outside Hong Kong).”

• B. “ That :

• (a) the exercise by the Directors of the Company during the Relevant Period (as defined below) of all powers of the Company to purchase its own shares, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the shares of the Company purchased or agreed conditionally or unconditionally to be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined below) shall not exceed 10% of the aggregate nominal amount of the shares of the Company in issue as at the date of this resolution (i.e. an aggregate nominal amount of Shares up to approximately HK$10,057 (equivalent to 100,566,666 Shares) on the basis that the issued share capital of the Company remains unchanged on the date of AGM/no further Shares are issued or repurchased before the AGM) and the said approval be limited accordingly; and

• (c) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or

• (ii) the expiry of the period within which the next annual general meeting of the Company is required to be held under the laws of the Cayman Islands or the Articles of the Company or any applicable laws to be held; or

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• (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.”

• C. “ That conditional upon the ordinary resolution designated “5B” in the notice of general meeting being passed (with or without amendments), the aggregate nominal amount of the shares of the Company which are repurchased by the Company under the authority granted to the Directors of the Company as mentioned in that resolution shall be added to the aggregate nominal amount of the shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to the ordinary resolution designated “5A” in the notice of general meeting of the Company.”

By Order of the Board Leung King Chiu Company Secretary

Hong Kong, 16 November 2015

Principal Place of Business in Hong Kong:

12th Floor, Trans Asia Centre

18 Kin Hong Street, Kwai Chung New Territories Hong Kong

Notes:

• (1) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting.

• (2) The register of members of the Company will be closed from Friday, 11 December 2015 to Tuesday, 15 December 2015, both dates inclusive, during which period no transfer of shares will be effected. All transfers, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 4:30 p.m. on Thursday, 10 December 2015 in order to establish the identity of the shareholders who are entitled to attend and vote at the AGM (“Entitlement to AGM”). The record date for the Entitlement to AGM will be on Tuesday, 15 December 2015.

• (3) The register of members of the Company will be closed from Tuesday, 22 December 2015 to Wednesday, 23 December 2015, both dates inclusive, during which period no transfer of shares will be effected. All transfers, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 4:30 p.m. on Monday, 21 December 2015 in order to establish the identity of the shareholders who are entitled to qualify for the final dividend (“Entitlement to Final Dividend”). The record date for the Entitlement to Final Dividend will be on Wednesday, 23 December 2015.

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Bradley Jay Horwitz as Chairman and Independent Non-executive Director, Mr. William Chu Kwong Yeung and Mr. Ni Quiaque Lai as Executive Directors, and Mr. Stanley Chow and Mr. Quinn Yee Kwan Law, SBS, JP as Independent Non-executive Directors.

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