HKBN Ltd. — AGM Information 2017

Nov 15, 2017

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.

==> picture [81 x 61] intentionally omitted <==

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 of HKBN Ltd. will be held at 10:00 a.m., on 15 December 2017, Friday at Awesome Space, 14th Floor, Trans Asia Centre, 18 Kin Hong Street, Kwai Chung, New Territories, Hong Kong for the following purposes. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 16 November 2017.

ORDINARY RESOLUTIONS

As ordinary business:

1. To receive and consider the audited financial statements and the reports of the Directors and auditors for the year ended 31 August 2017.

2. To declare a final dividend of 23 HK cents per share for the year ended 31 August 2017.

• 3(a) (i) To re-elect Mr. William Chu Kwong YEUNG as an executive Director of the Company.

  • (ii) To re-elect Mr. Stanley CHOW as an independent non-executive Director of the Company.

• 3(b) To authorise the board of Directors to fix the Directors’ remuneration for the year ended 31 August 2017.

1. 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.

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

1. “ 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;

– 1 –

• (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, when aggregated with the maximum number of new Shares issuable under the Scheme Mandate (if approved), 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$10,056 (equivalent to 100,566,666 Shares) on the basis that the issued share capital of the Company remains unchanged on the date of AGM and no further Shares are issued or repurchased before the AGM) and the said approval shall be limited accordingly;

• (d) subject to the ordinary resolution designated “8” in this notice being passed, the total number of new shares issuable under the share issue mandate pursuant to the ordinary resolution designated “5” in this notice (as extended pursuant to the ordinary resolution designated “7” in this notice) shall be reduced by the maximum number of new shares remaining issuable under the scheme mandate pursuant to the ordinary resolution designated “8” in this notice; and

• (e) 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

• (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.

– 2 –

“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).”

1. “ 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$10,056 (equivalent to 100,566,666 Shares) on the basis that the issued share capital of the Company remains unchanged on the date of AGM and 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

• (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.”

– 3 –

1. “ That conditional upon ordinary resolution designated “6” set out above being duly passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with shares pursuant to ordinary resolution designated “5” be and is hereby extended by the addition to the total number of shares which may be allotted or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the total number of shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution designated “6”, provided that such an amount shall not exceed 10 per cent of the total number of shares of the Company in issue as at the date of the passing of this ordinary resolution.”

2. “ That :

   • (a) the Co-Ownership Plan III of the Company constituted by the rules adopted by the board of Directors of the Company be and is hereby approved;

   • (b) a specific mandate be and is hereby granted to the Directors of the Company to exercise all the powers of the Company to allot and issue and otherwise deal with the new Shares underlying the RSUs to be granted to the Participants pursuant to the terms and conditions of the Co-Ownership Plan III provided that the number of new Shares allotted and issued does not exceed the Scheme Mandate Limit; and

   • (c) any one or more of the Directors be and are hereby authorised to sign or execute such other documents or supplemental agreements or deeds on behalf of the Company and to do all such things and take all such actions as considered to be necessary or desirable for the purpose of giving effect to the implementation of the Co-Ownership Plan III.”

3. “ That conditional upon ordinary resolution designated “8” set out above being duly passed, the grant of RSUs to the Connected Participants in accordance with the terms of the Co-Ownership Plan III be and is hereby approved and any Director be and is hereby authorised to take any step and execute such other documents as he/she consider necessary or desirable to carry out or give effect to or otherwise in connection with the grant of RSUs to the Connected Participants.”

By Order of the Board HKBN Ltd. Bradley Jay HORWITZ Chairman

Hong Kong, 16 November 2017

Principal Place of Business in Hong Kong:

12th Floor, Trans Asia Centre

18 Kin Hong Street, Kwai Chung New Territories

Hong Kong

– 4 –

Notes:

• (1) Any member of the Company entitled to attend and vote at the Meeting may appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A member may appoint more than one proxy to attend on the same occasion. A proxy need not be a member of the Company.

• (2) Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share of the Company as if he/she/it were solely entitled thereto; but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof to the exclusion of the votes of the other joint holders.

• (3) In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof or, in the case of a member which is a corporation, under its seal or the hand of an officer or attorney duly authorised, must be delivered to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

• (4) The register of members of the Company will be closed from Tuesday, 12 December 2017 to Friday, 15 December 2017, both days 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, 11 December 2017 in order to establish the identity of the shareholders who are entitled to attend and vote at the 2017 AGM (“Entitlement to AGM”). The record date for the Entitlement to AGM will be on Friday, 15 December 2017.

As at the date of this announcement, the Board comprises:

Executive Directors Independent Non-executive Directors Mr. William Chu Kwong YEUNG Mr. Bradley Jay HORWITZ (Chairman) Mr. Ni Quiaque LAI Mr. Stanley CHOW Mr. Quinn Yee Kwan LAW, SBS, JP

Non-executive Director Ms. Deborah Keiko ORIDA

“Where the English and the Chinese texts conflict, the English text prevails”

– 5 –