PCCW Limited (PCCW) adopted an updated Articles of Association by special resolution on 21 May 2026, replacing the previous document dated 24 April 1979. Key points are as follows:
• Corporate structure: The company remains a limited liability entity incorporated in Hong Kong; Schedule 1 “model articles” under Chapter 622H no longer apply.
• Share capital management: – The board may issue shares with preferred, deferred or other special rights; preference shares can be made redeemable. – Authority granted to issue warrants, buy back shares and provide financial assistance for share purchases, subject to Hong Kong Listing Rules. – Provision added for “treasury shares,” aligning member rights with Companies Ordinance and Listing Rules.
• General meetings: – Hybrid and fully virtual meetings are now permitted, provided a principal meeting place is in Hong Kong. – Chairman may adjourn meetings for security, capacity or technical reasons without member consent. – Electronic facilities, e-voting and multiple meeting locations are expressly allowed; quorum can comprise members attending electronically.
• Communication: – Corporate Communications may be delivered by electronic means, including website posting, subject to member consent. – Members may elect to receive summary financial reports instead of full annual reports.
• Board governance: – Minimum of two directors; one-third of directors must retire by rotation at each annual general meeting, ensuring each director faces re-election at least every three years. – Board empowered to appoint and remove directors, create committees, and delegate powers extensively—including sub-delegations. – Directors barred from voting on matters where they or their close associates have a material interest, except for specified exemptions consistent with Listing Rules.
• Capitalisation & dividends: – Shareholders can receive dividends in cash, scrip or specific assets; scrip dividend framework detailed. – Unclaimed dividends may be reinvested after one year and forfeited after six years.
• Indemnity: Directors, officers and auditors are indemnified against liabilities to the fullest extent permitted by the Companies Ordinance.
• Winding-up: Liquidators may distribute assets in specie and set values at their discretion, subject to special resolution.
The revised Articles align PCCW’s governance with current Hong Kong regulatory requirements and enhance operational flexibility through digital communications and modern meeting formats.
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