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StarHub Ltd Annual Report 2015
Special Business Resolution 13
To consider and if thought fit, to pass the following resolutions which will be proposed as Ordinary Resolutions:
8 That authority be and is hereby given to the Directors to:
(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 options (collectively, “Instruments”) that might or would
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) 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
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) 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) 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) 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 Constitution 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.