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197StarHub Ltd Annual Report 2015

Resolution 10
Resolution 10 is to approve the payment of an aggregate sum of S$1,699,428 as Directors’ remuneration for the non-executive Directors of the Company
(including Mr Tan Guong Ching who has resigned as a non-executive director and the Chairman of the Company, and Mr Kua Hong Pak who has resigned
as a non-executive Director and the Audit Committee Chairman on 15 July 2015 and 23 September 2015 respectively) for the financial year ended
31 December 2015. If approved, each of the non-executive Directors will receive 70% of his Directors’ remuneration in cash and (with the exception of
Mr Takeshi Kazami and Mr Kua Hong Pak) 30% of his Directors’ remuneration in the form of a restricted share award. Mr Takeshi Kazami and Mr Kua Hong Pak
have individually declined the restricted share award grant. See the section on “2. Remuneration Matters” in the Corporate Governance section of the Annual
Report 2015 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.

Resolution 13
Resolution 13 is to empower the Directors to issue shares 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) 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) of the Company at the time that Resolution 13 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 13 is passed,
and (b) any subsequent bonus issue, consolidation or subdivision of shares.

Resolution 14
Resolution 14 is to empower the Directors to offer and grant awards and to allot and issue ordinary shares of the Company pursuant to the StarHub
Performance Share Plan 2014 and the StarHub Restricted Stock Plan 2014 (collectively, the “Share Plans”) provided that the aggregate number of ordinary
shares of the Company allotted and issued under the Share Plans shall not exceed the limits specified in the rules of the Share Plans. Approval for the
adoption of the Share Plans was given by shareholders at an Extraordinary General Meeting of the Company held on 14 April 2014. The grant of awards
under the respective Share Plans will be made in accordance with their respective provisions.

NOTICE OF BOOKS CLOSURE AND FINAL DIVIDEND PAYMENT DATE
Notice is hereby given that, subject to the approval of the shareholders to the final dividend at the Eighteenth Annual General Meeting,
the Register of Members and the Transfer Books of the Company will be closed on 26 April 2016.

Duly completed registrable transfers received by the Company’s share registrar, M & C Services Private Limited, 112 Robinson Road,
#05-01, Singapore 068902 up to the close of business at 5.00 p.m. on 25 April 2016 (“Entitlement Date”) will be registered to determine
members’ entitlements to the final dividend. Subject as aforesaid, persons whose securities accounts with The Central Depository (Pte)
Limited are credited with ordinary shares of the Company as at 5.00 p.m. on the Entitlement Date will be entitled to the final dividend.

The final dividend, if so approved by shareholders, will be paid on 6 May 2016.

Personal data privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any
adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its
agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the Annual General
Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the
Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules,
take-over rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s
proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for
the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii)
agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s
breach of warranty.