CIRCULAR DATED 8 APRIL 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

This Circular may be accessed at the Company's Investor Relations ("IR") website at the URL http://ir.starhub.com/AGM-EGMby clicking on the link for 'Circular to Shareholders' under 'AGM & EGM - 2021'. A printed copy of this Circular will not be despatched to Shareholders.

If you have sold your ordinary shares of StarHub Ltd (the "Company"), please immediately inform the purchaser or the stockbroker or other agent through whom the sale was effected for onward notification to the purchaser, that this Circular and the attached Proxy Form may be accessed at the Company's IR website at the URL set out above.

The Singapore Exchange Securities Trading Limited (the "SGX-ST") assumes no responsibility for the accuracy of any of the statements made or opinions expressed in this Circular. Due to the current COVID-19 situation in Singapore, Shareholders will not be able to attend the Extraordinary General Meeting ("EGM"). Instead, alternative arrangements have been put in place to allow Shareholders to participate at the EGM by (a) observing and/or listening to the EGM proceedings via live audio-visual webcast or live audio-only stream; (b) submitting questions in advance of the EGM; and/or (c) appointing the Chairman of the EGM as proxy to attend, speak and vote on their behalf at the EGM.

Please refer to paragraph 7 of this Circular and the Company's announcement dated 8 April 2021 entitled "AGM and EGM to be held on 30 April 2021" for further information, including the steps to be taken by Shareholders to participate at the EGM. This announcement may be accessed at the Company's IR website at the URL set out above, and will also be made available on SGXNet.

STARHUB LTD

(Incorporated in the Republic of Singapore)

Company Registration No. 199802208C

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

  1. the proposed renewal of the Share Purchase Mandate; and
  2. the proposed renewal of the Shareholders' Mandate for Interested Person Transactions.

IMPORTANT DATES AND TIMES:

Last date and time for lodgment of Proxy Form

: 27 April 2021 at 10.30 a.m.

Date and time of Extraordinary General Meeting

: 30 April 2021 at 10.30 a.m. (or as soon thereafter

following the conclusion or adjournment of the Twenty-

Third Annual General Meeting of the Company to

be convened and held by way of electronic means at

10.00 a.m. on the same day)

Place of Extraordinary General Meeting

: The Extraordinary General Meeting will be held by way of

electronic means

CONTENTS

PAGE

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

LETTER TO SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

1.

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

2.

The Proposed Renewal of the Share Purchase Mandate . . . . . . . . . . . . . . . . . . . . .

6

3. The Proposed Renewal of the Shareholders' Mandate for Interested Person

Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

4.

Directors' and Substantial Shareholders' Interests . . . . . . . . . . . . . . . . . . . . . . . . . .

21

5.

Directors' Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

23

6.

Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

23

7.

Action to be taken by Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

23

8.

Inspection of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24

9.

Directors' Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24

APPENDIX 1

The Shareholders' Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

25

NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .

37

PROXY FORM

1

DEFINITIONS

In this Circular, the following definitions apply throughout unless otherwise stated:

"2020 Circular to

:

The Company's Circular to Shareholders dated 30 April

Shareholders"

2020.

"2020 EGM"

:

The extraordinary general meeting of the Company held on

22 May 2020.

"AGM"

:

The annual general meeting of the Company.

"Broadcasting Act"

:

The Broadcasting Act, Chapter 28 of Singapore, as

amended, supplemented or modified from time to time.

"CDP"

:

The Central Depository (Pte) Limited.

"Companies Act"

:

The Companies Act, Chapter 50 of Singapore, as

amended, supplemented or modified from time to time.

"Company" or "StarHub"

:

StarHub Ltd.

"Constitution"

:

The Constitution of the Company.

"Directors"

:

The directors of the Company for the time being.

"EGM"

:

The extraordinary general meeting of the Company, notice

of which is given on pages 37 to 41 of this Circular.

"Foreign Shareholding"

:

Shares held by, or in respect of which voting rights are

controlled by, a foreign source.

"Foreign Shareholding

:

Subject to Article 12(G)(a) of the Constitution, 49% of the

Limit"

issued share capital of the Company, provided always that,

subject to the prior approval of any stock exchange upon

which Shares may be listed, the Directors may from time to

time reduce the Foreign Shareholding Limit to below 49%

of the issued share capital of the Company as the Directors

may in their absolute discretion determine and may from

time to time, following such reduction, increase the Foreign

Shareholding Limit to up to 49% of the issued share capital

of the Company.

"Group" or "StarHub

:

The Company and its subsidiaries.

Group"

"IMDA"

:

Infocomm Media Development Authority of Singapore.

2

DEFINITIONS

"Latest Practicable Date"

:

9 March 2021.

"Listing Manual"

:

The listing manual of the SGX-ST, including any

amendments made thereto up to the Latest Practicable

Date.

"Market Day"

:

A day on which the SGX-ST is open for trading in

securities.

"Minister"

:

The Minister referred to in the Broadcasting Act and/or the

Telecommunications Act, as the case may be.

"Prescribed Limits"

:

Subject to Article 1 of the Constitution, shareholding

limits prescribed by the Broadcasting Act, the

Telecommunications Act and/or any other legislation to

which the Company is subject from time to time and/or any

regulations, guidelines, notices and/or codes of conduct

promulgated or issued thereunder from time to time and,

unless and until approval shall have been obtained from

the Minister under the Broadcasting Act, shall include the

Foreign Shareholding Limit.

"Recommending

:

The Directors who are considered independent for the

Directors"

purposes of the proposed renewal of the Shareholders'

Mandate.

"SGX-ST"

:

Singapore Exchange Securities Trading Limited.

"Share Purchase

:

The mandate to enable the Company to purchase or

Mandate"

otherwise acquire Shares in accordance with, and in the

manner prescribed by, the terms set out in this Circular, the

Companies Act and the rules of the Listing Manual and

such other laws and regulations as may, for the time being,

be applicable.

"Shareholders"

:

Persons (other than CDP) who are registered as holders of

Shares in the Register of Members of the Company and

Depositors who have Shares entered against their names

in the Depository Register.

"Shareholders' Mandate"

:

The mandate to enable the Company, its subsidiaries and

associated companies that are entities at risk (as that term

is used in Chapter 9 of the Listing Manual) to enter into

certain interested person transactions, the terms of which

are set out in this Circular.

3

DEFINITIONS

"Shares"

:

Ordinary shares of the Company.

"Take-over Code"

:

The Singapore Code on Take-overs and Mergers, as

amended, supplemented or modified from time to time.

"Telco Competition Code"

:

Code of Practice for Competition in the Provision of

Telecommunication Services 2012.

"Telecommunications Act"

:

The Telecommunications Act, Chapter 323 of Singapore,

as amended, supplemented or modified from time to time.

"Voting Share"

:

Has the meaning given to "voting share" in Section 4(1) of

the Companies Act.

"S$", "$" and "cents"

:

Singapore dollars and cents, respectively.

"%" or "per cent."

:

Per centum or percentage.

The terms "Depositor", "Depository Agent" and "Depository Register" shall have the meanings ascribed to them respectively in the Securities and Futures Act, Chapter 289 of Singapore.

The term "foreign source" shall have the meaning ascribed to it in Section 43 of the Broadcasting Act.

Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall include corporations.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act or the Listing Manual, or any modification thereof and not otherwise defined in this Circular, shall have the same meaning assigned to it under the Companies Act or the Listing Manual or any modification thereof, as the case may be.

The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular.

Any reference to a time of day in this Circular is made by reference to Singapore time unless otherwise stated.

Any discrepancy within the tables in this Circular between the listed amounts and the totals thereof is due to rounding.

4

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StarHub Ltd. published this content on 30 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2021 08:19:06 UTC.