HKBN Ltd. — Proxy Solicitation & Information Statement 2018

Oct 25, 2018

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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “Meeting”) of HKBN Ltd. (the “Company”) will be held at 10:00 a.m., on Friday, 16 November 2018 at WOW Land, 16th Floor, Trans Asia Centre, 18 Kin Hong Street, Kwai Chung, New Territories, Hong Kong for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company.

ORDINARY RESOLUTIONS

1. “ THAT

2. (a) the purchase of the entire issued share capital in WTT Holding Corp. by Metropolitan Light Company Limited (“MLCL”), a wholly-owned subsidiary of the Company (the “Proposed Transaction”), pursuant to the terms and conditions of the sale and purchase agreement dated 7 August 2018 between the Company, MLCL, TPG Wireman, LP (“TPG Wireman”) and Twin Holding Ltd (“Twin Holding”) (the “Merger Agreement”) be and is hereby approved;

3. (b) the entry into of the agreements and documents in relation to the Proposed Transaction, including but not limited to the Merger Agreement and the convertible vendor loan instrument (the “Convertible Vendor Loan Instrument”) by the Company and MLCL and the performance of their respective obligations under such documents be and are hereby approved, ratified and confirmed; and

4. (c) the board of directors of the Company (the “Board”) or any committee established by the board be and is hereby authorised to arrange for the execution of such documents and the taking of such actions by the Company or any of its subsidiaries as the board or such committee may consider necessary or desirable to be entered into or taken in connection with the Proposed Transaction.”

– 1 –

1. “ THAT conditional upon the passing of resolution 1, the grant of the Specific Mandate (as defined below) for the Board to issue the Consideration Shares (as defined under the Merger Agreement), the Vendor Loan Notes (as defined under the Convertible Vendor Loan Instrument) and the Conversion Shares (as defined under the Convertible Vendor Loan Instrument) upon the exercise of the conversion rights attaching to the Vendor Loan Notes be and are hereby approved:

2. (a) pursuant to the Merger Agreement, a total of 152,966,345 Consideration Shares and the Vendor Loan Notes in the principal amount of up to HK970,468,828 to TPG Wireman; and

3. (b) pursuant to the Merger Agreement, a total of 152,966,345 Consideration Shares and the Vendor Loan Notes in the principal amount of up to HK$970,468,828 to Twin Holding.”

“Specific Mandate” means the specific mandate to be granted by the shareholders at the Meeting to allot and issue the Consideration Shares, the Vendor Loan Notes and the Conversion Shares upon the exercise of the conversion rights attaching to the Vendor Loan Notes.

1. “ THAT Mr. Zubin Irani be appointed as a non-executive director of the Company, effective upon the completion of the Proposed Transaction in accordance with the Merger Agreement (the “Completion”).”

2. “ THAT Mr. Teck Chien Kong be appointed as a non-executive director of the Company, effective upon the Completion.”

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

Hong Kong, 26 October 2018

Principal Place of Business in Hong Kong:

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

– 2 –

Notes:

• (1) A form of proxy for use at the Meeting is enclosed with the Company’s shareholders’ circular dated 26 October 2018, of which the notice of the Meeting set out above is part.

• (2) 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.

• (3) 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.

• (4) 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.

• (5) Whether or not you propose to attend the Meeting in person, you are strongly urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending the Meeting and voting in person if you so wish. In the event that you attend the Meeting after having lodged the form of proxy, it will be deemed to have been revoked.

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.

– 3 –