Page 183 - Annual Report 2014

Notice of Seventeenth Annual General Meeting

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

8 That authority be and is hereby given to the Directors to: Resolution 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 time to time such number of ordinary shares in the capital of the Company as may
be required to be allotted and issued pursuant to the vesting of awards granted under the Share Plans,

provided that the aggregate number of ordinary shares in the capital of the Company allotted 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 Meeting of the Company.
By Order of the Board

Veronica Lai
Company Secretary

Singapore, 6 April 2015

Notes:
1. A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend and

vote in his stead. A proxy need not be a member of the Company.

2. The instrument appointing a proxy must be lodged at the office of the Share Registrar of the Company, M & C Services Private Limited,
at 112 Robinson Road, #05-01, Singapore 068902 (Attn: The Share Registrar) not less than 48 hours before the time appointed for the
Annual General Meeting.

Explanatory Notes:
Resolution 9
Resolution 9 is to approve the payment of an aggregate sum of S$1,758,700 as Directors’ remuneration for the non-executive Directors of the Company
for the financial year ended 31 December 2014. If approved, each of the non-executive Directors will receive 70% of his Directors’ remuneration in cash
and (with the exception of Mr Kua Hong Pak and Mr Takeshi Kazami) 30% of his Directors’ remuneration in the form of a restricted share award. See the
section on “2. Remuneration Matters” in the Corporate Governance section of the Annual Report 2014 for the rationale in relation to the shares
component of the non-executive Directors’ remuneration. 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
Meeting. 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 vesting conditions attached. However, in order to
encourage alignment of the interests of the Directors with the interests of shareholders, non-executive Directors who received the aforesaid restricted
share award are required to hold shares in the Company worth at least (a) the prevailing annual basic retainer fee, or (b) the aggregate of (i) the total
number of shares awarded as part of their remuneration for the financial year ended 31 December 2011 and each subsequent financial year thereafter
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-executive Directors can dispose of all their shares one year after ceasing to be a Director. Each of Mr Kua Hong Pak and Mr
Takeshi Kazami has declined the restricted share award grant, and will only receive the cash component of their remuneration.

Resolution 12
Resolution 12 is to empower the Directors to issue shares in the capital of the Company and to make or grant instruments (such as warrants or
debentures) convertible 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) in the capital of the Company, with a sub-limit of 15% 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) shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time that Resolution 12 is
passed, after adjusting for (a) 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 that Resolution 12 is passed, and (b) any subsequent bonus issue, consolidation or subdivision of shares.

180 many lives of hubbing