StarHub : AGM Notice ( 177 KB)

NOTICE OF TWENTY-FOURTH ANNUAL GENERAL MEETING

STARHUB LTD

(Incorporated in the Republic of Singapore) Co. Reg. No. 199802208C

NOTICE IS HEREBY GIVEN that the Twenty-Fourth Annual General Meeng of StarHub Ltd. (the "Company") will be convened and held by way of electronic means on 26 April 2022 at 10.00 a.m. for the following purposes:

Ordinary Business

• 1 To receive and adopt the Directors' Statement and the Audited Financial Statements for the financial year Resoluon 1 ended 31 December 2021 and the Auditors' Report therein.

• 2 To re-elect the following Directors who will rere pursuant to Arcle 99 of the Company's Constuon and who, being eligible, will offer themselves for re-elecon:

  • (a) Mr Nikhil Oommen Jacob Eapen;

    Resoluon 2

  • (b) Mr Ahmad Abdulaziz A A Al-Neama; and

    Resoluon 3

  • (c) Mr Lim Tse Ghow Olivier.

  Resoluon 4

  The profiles of Mr Eapen, Mr Al-Neama and Mr Lim can be found in the Board of Directors secon of the StarHub Ltd Annual Report 2021 and the Addional Informaon on Directors Seeking Re-elecon aached hereto.

• 3 To re-elect the following Directors who will rere and who, being eligible, will offer themselves for re-elecon:

  • (a) Mr Ma Kah Woh (independent Chairman of the Audit Commiee);

    Resoluon 5

  • (b) Ms Nayantara Bali;

    Resoluon 6

  • (c) Ms Ng Shin Ein (independent Member of the Audit Commiee); and

    Resoluon 7

  • (d) Mr Lionel Yeo Hung Tong.

  Resoluon 8

  The profiles of Mr Ma, Ms Bali, Ms Ng and Mr Yeo can be found in the Board of Directors secon of the StarHub Ltd Annual Report 2021 and the Addional Informaon on Directors Seeking Re-elecon aached hereto.

• 4 To approve the sum of S$1,802,540 (FY2020: S$1,375,875) as Directors' Remuneraon incurred in the financial year ended 31 December 2021 comprising:

  Resoluon 9

  • (a) S$1,280,678 to be paid in cash (FY2020: S$977,760); and

  • (b) S$521,862 to be paid in the form of restricted share awards (FY2020: S$398,115).

• 5 To declare a final dividend of 3.9 cents per ordinary share for the financial year ended 31 December 2021.

  Resoluon 10

• 6 To re-appoint KPMG LLP as Auditors of the Company and to authorise the Directors to fix their remuneraon.

Resoluon 11

Special Business

To consider and if thought fit, to pass the following resoluons which will be proposed as Ordinary Resoluons:

7

That authority be and is hereby given to the Directors to:

Resoluon 12

(a) (i) issue shares of the Company ("shares") whether by way of rights, bonus or otherwise; and/ or

• (ii) make or grant offers, agreements or opons (collecvely, "Instruments") that might or would require shares to be issued, including but not limited to the creaon and issue of (as well as adjustments to) warrants, debentures or other instruments converble into shares,

at any me and upon such terms and condions and for such purposes and to such persons as the Directors may in their absolute discreon deem fit; and

• (b) (notwithstanding the authority conferred by this Resoluon may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this Resoluon was in force,

provided that:

• (1) the aggregate number of shares to be issued pursuant to this Resoluon (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resoluon) does not exceed 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with subparagraph (2) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resoluon) does not exceed 15% of the total number of issued shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with subparagraph (2) below);

• (2) (subject to such manner of calculaon as may be prescribed by the Singapore Exchange Securies Trading Limited ("SGX-ST")) for the purpose of determining the aggregate number of shares that may be issued under subparagraph (1) above, the total number of issued shares (excluding treasury shares and subsidiary holdings) shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings), at the me this Resoluon is passed, aſter adjusng for:

  • (i) new shares arising from the conversion or exercise of any converble securies or share opons or vesng of share awards which were issued and are outstanding or subsisng at the me this Resoluon is passed; and

  • (ii) any subsequent bonus issue, consolidaon or subdivision of shares,

  and, in sub-paragraph (1) above and this sub-paragraph (2), "subsidiary holdings" has the meaning given to it in the Lisng Manual of the SGX-ST;

• (3) in exercising the authority conferred by this Resoluon, the Company shall comply with the provisions of the Lisng Manual of the SGX-ST for the me being in force (unless such compliance has been waived by the SGX-ST) and the Constuon for the me being of the Company; and

• (4) (unless revoked or varied by the Company in General Meeng) the authority conferred by this Resoluon shall connue in force unl the conclusion of the next Annual General Meeng of the Company or the date by which the next Annual General Meeng of the Company is required by law to be held, whichever is the earlier.

NOTICE OF TWENTY-FOURTH ANNUAL GENERAL MEETING

(connued)

• 8 That authority be and is hereby given to the Directors to:

  Resoluon 13

  • (a) offer and grant awards in accordance with the provisions of the StarHub Performance Share Plan 2014 (the "PSP 2014") and/or the StarHub Restricted Stock Plan 2014 (the "RSP 2014") (the PSP 2014 and the RSP 2014, together the "Share Plans"); and

  • (b) allot and issue from me to me such number of ordinary shares as may be required to be alloed and issued pursuant to the vesng of awards granted under the Share Plans,

  provided that the aggregate number of ordinary shares alloed and issued under the Share Plans shall not exceed the limits specified in the rules of the Share Plans.

• 9 To transact such other business as may be transacted at an Annual General Meeng of the Company.

By Order of the Board

Veronica Lai Company Secretary

Singapore, 4 April 2022

Notes:

• 1. The Annual General Meeng is being convened, and will be held, by way of electronic means pursuant to the COVID-19 (Temporary Measures) (Alternave Arrangements for Meengs for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. Printed copies of this Noce will not be sent to members. Instead, this Noce will be sent to members by electronic means via publicaon on SGXNet and the Company's Investor Relaons ("IR") website at the URLhps://ir.starhub.com/AGM-EGM.

• 2. Alternave arrangements relang to:

  • (a) aendance at the Annual General Meeng via electronic means (in parcular, arrangements by which the meeng can be electronically accessed via live audio-visual webcast or live audio-only stream);

  • (b) submission of quesons to the Chairman of the Meeng in advance of, or live at, the Annual General Meeng, and addressing of substanal and relevant quesons in advance of, or live at, the Annual General Meeng; and

  • (c) vong at the Annual General Meeng (i) live by the member or his/her/its duly appointed proxy/proxies (other than the Chairman of the Meeng) via electronic means; or (ii) by appoinng the Chairman of the Meeng as proxy to vote on the member's behalf at the Annual General Meeng,

  are set out in the accompanying announcement by the Company dated 4 April 2022. This announcement may be accessed at the Company's IR website at the URLhps://ir.starhub.com/AGM-EGM,and will also be made available on SGXNet.

• 3. As a precauonary measure due to the current COVID-19 situaon in Singapore, a member will not be able to aend the Annual General Meeng in person. A member who wishes to exercise his/her/its vong rights at the Annual General Meeng may:

  (a) (where the member is an individual) vote live via electronic means at the Annual General Meeng, or (whether the member is an individual or a corporate) appoint a proxy/proxies (other than the Chairman of the Meeng) to vote live via electronic means at the Annual General Meeng on his/her/its behalf; or

  (b) (whether the member is an individual or a corporate) appoint the Chairman of the Meeng as his/her/its proxy to vote on his/her/its behalf at the Annual General Meeng.

  A member who wishes to submit an instrument appoinng a proxy by post or via email can access the accompanying proxy form for the Annual General Meeng at the Company's IR website at the URLhps://ir.starhub.com/AGM-EGM,and on SGXNet. A member may also appoint a proxy/proxies via the online process through the pre-registraon website which is accessible from the URLhps://conveneagm.com/sg/StarHubAEGM2022.

• 4. CPF or SRS investors:

  • (a) may vote live via electronic vong means at the Annual General Meeng if they are appointed as proxies by their respecve Agent Banks or SRS Operators, and should contact their respecve Agent Banks or SRS Operators if they have any queries regarding their appointment as proxies; or

  • (b) may appoint the Chairman of the Meeng as proxy to vote on their behalf at the Annual General Meeng, in which case they should approach their respecve Agent Banks or SRS Operators to submit their votes by 5.00 p.m. on 13

• April 2022.

• 5. A member who is not a relevant intermediary is entled to appoint not more than two proxies. Where such member's instrument appoinng a proxy appoints more than one proxy, the proporon of the shareholding concerned to be represented by each proxy shall be specified in the instrument.

  A member who is a relevant intermediary is entled to appoint more than two proxies, but each proxy must be appointed to exercise the rights aached to a different share or shares held by such member. Where such member's instrument appoinng a proxy appoints more than two proxies, the number and class of shares in relaon to which each proxy has been appointed shall be specified in the instrument.

  "Relevant intermediary" has the meaning ascribed to it in Secon 181 of the Companies Act 1967.

• 6. A proxy need not be a member of the Company.

• 7. The instrument appoinng a proxy must be submied to the Company in the following manner:

  (a) if submied by post, be deposited at the office of the Company's Share Registrar, M & C Services Private Limited, at 112 Robinson Road, #05-01, Singapore 068902; or

  (b) if submied electronically, be submied: (i) via email to the Company's Share Registrar at [e-mail];or

(ii) via the online process through the pre-registraon website which is accessible from the URLhps://conveneagm.com/sg/StarHubAEGM2022,

in either case, not less than 72 hours before the me appointed for the Annual General Meeng.

NOTICE OF TWENTY-FOURTH ANNUAL GENERAL MEETING

(connued)

A member who wishes to submit an instrument appoinng a proxy/proxies by post or via email must first download, complete and sign the proxy form, before subming it by post to the address provided above, or before scanning and sending it by email to the email address provided above. A member may also appoint a proxy/proxies via the online process through the pre-registraon website which is accessible from the URL hps://conveneagm.com/sg/StarHubAEGM2022.

In view of the current COVID-19 situaon in Singapore, members are strongly encouraged to submit completed proxy forms electronically via email or appoint a proxy/proxies via the online process through the pre-registraon website which is accessible from the URLhps://conveneagm.com/sg/StarHubAEGM2022.

• 8. The Annual Report 2021 may be accessed at the Company's IR website at the URLhps://ir.starhub.com/AGM-EGM and thereaſter by clicking on the link for 'Annual Report 2021' and will be made available on SGXNet.

• 9. In the case of an equality of votes under any one of the Resoluons set out above, the Chairman of the Meeng will not exercise his entlement to a casng vote at the Annual General Meeng of the Company notwithstanding Arcle 68 of the Constuon of the Company.

Explanatory Notes:

Resoluon 9

Resoluon 9 is to approve the payment of an aggregate sum of S$1,802,540, as Directors' remuneraon for the non-execuve Directors of the Company for the financial year ended 31 December 2021. It includes (a) the aggregate sum of S$123,700 being the Directors' Remuneraon for Dr Nasser Marafih and Mr Lim Ming Seong who rered as non-execuve Directors of the Company on 30 April 2021 and 13 August 2021 respecvely and (b) the amount of S$70,950 being the fees payable in arrears for the services rendered by the Board Execuve Commiee ("Board ExCo") for the period from 27 July 2020 to 31 December 2020. If approved, each of the non-execuve Directors will receive 70% of his/her Directors' remuneraon in cash and (with the excepon of Mr Naoki Wakai) 30% of his/her Directors' remuneraon in the form of a restricted share award. Mr Naoki Wakai has declined the restricted share award grant and will only receive the cash component of his remuneraon. See the secon on "3. Remuneraon Maers" in the Corporate Governance secon of the Annual Report 2021 for the raonale in relaon to the share component of the non-execuve Directors' remuneraon. The number of shares to be awarded will be based on the volume weighted average price of a share in the Company listed on the SGX-ST over the 14 trading days commencing on the ex-dividend date that immediately follows the Annual General Meeng. The number of shares to be awarded will be rounded down to the nearest hundred, with cash to be paid in lieu of the remaining shares arising. The restricted share awards will consist of the grant of fully paid shares, without any performance or vesng condions aached. However, in order to encourage alignment of the interests of the Directors with the interests of shareholders, non-execuve Directors who received the aforesaid restricted share award are required to hold shares worth at least (a) the prevailing annual retainer fee, or (b) the aggregate of (i) the total number of shares awarded as part of their remuneraon for the financial year ended 31 December 2011 and each subsequent financial year thereaſter and (ii) 50% of the total number of shares awarded from the financial year ended 31 December 2007 to the financial year ended 31 December 2010, whichever is lower. Non-execuve Directors can dispose of all their shares one year aſter ceasing to be a Director.

Resoluon 12

Resoluon 12 is to empower the Directors to issue shares and to make or grant instruments (such as warrants or debentures) converble into shares, and to issue shares in pursuance of such instruments, up to a number not exceeding in total 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings), with a sub-limit of 15% (instead of 20% as permied under the Lisng Manual of the SGX-ST) for issues other than on a pro rata basis to shareholders. For the purpose of determining the aggregate number of shares that may be issued, the total number of issued shares (excluding treasury shares and subsidiary holdings) shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings) at the me that Resoluon 12 is passed, aſter adjusng for (a) new shares arising from the conversion or exercise of any converble securies or share opons or vesng of share awards which were issued and are outstanding or subsisng at the me that Resoluon 12 is passed, and (b) any subsequent bonus issue, consolidaon or subdivision of shares.