Page 182 - Annual Report 2014

Special Business Overview

To consider and if thought fit, to pass the following resolutions which will be proposed as Ordinary Resolutions:

7 That authority be and is hereby given to the Directors to: Resolution 12 Strategy

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

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would Performance
require shares to be issued, including but not limited to the creation and issue of (as well as
adjustments to) warrants, debentures or other instruments convertible into shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may in their absolute discretion deem fit; and

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

provided that:

(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be Financials
issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed
50% of the total number of issued shares (excluding treasury shares) in the capital of the Company (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 Resolution) does not exceed 15% of the
total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated
in accordance with subparagraph (2) below);

(2) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities
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)
shall be based on the total number of issued shares (excluding treasury shares) in the capital of the
Company, at the time this Resolution is passed, after adjusting for:

(i) new shares arising from the conversion or exercise of any convertible securities or share
options or vesting of share awards which are outstanding or subsisting at the time this
Resolution is passed; and

(ii) any subsequent bonus issue, consolidation or subdivision of shares;

(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions
of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been
waived by the SGX-ST) and the Articles of Association for the time being of the Company; and

(4) (unless revoked or varied by the Company in General Meeting) the authority conferred by this
Resolution shall continue in force until the conclusion of the next Annual General Meeting of the
Company or the date by which the next Annual General Meeting of the Company is required by law to
be held, whichever is the earlier.

StarHub Ltd | Annual Report 2014 179