PROPOSED SPECIAL DIVIDEND AND NOTICE OF SPECIAL GENERAL MEETING

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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed dealer, bank manager, solicitor, professional accountant, or other professional adviser. If you have sold or transferred all your Shares in Clear Media Limited, you should at once hand this circular to the purchaser or transferee, or to the bank, licensed dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. (Incorporated in Bermuda with limited liability) Stock Code: 100 PROPOSED SPECIAL DIVIDEND AND NOTICE OF SPECIAL GENERAL MEETING A notice convening a Special General Meeting of Clear Media Limited to be held at 16th Floor, Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong at 3:00 p.m. on 27 August 2013 is set out on page 5 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time appointed for holding the Special General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjournment thereof should you so wish. * For identification purposes only 8 August 2013

2 CONTENTS Page DEFINITIONS... 1 LETTER FROM THE BOARD... 2 NOTICE OF SPECIAL GENERAL MEETING... 5 i

3 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meaning: Board Company Director(s) Dividend Record Date HK$ Latest Practicable Date the board of directors of the Company Clear Media Limited, a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the Stock Exchange the director(s) of the Company from time to time Thursday, 5 September 2013, being the record date for determining entitlement to the Special Dividend Hong Kong dollars, the lawful currency of Hong Kong 6 August 2013, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular Qualifying Shareholders Shareholders whose name appear on the register of members of the Company as at the close of business on the Dividend Record Date SGM Share(s) Shareholders Special Dividend the special general meeting of the Company to be held on Tuesday, 27 August 2013 to consider and, if thought fit, approve the proposed Special Dividend ordinary share(s) of HK$0.10 each in the issued share capital of the Company the holders of Shares HK$1.32 on each Share recommended by the Board and subject to approval by the Shareholders at the SGM, payable in cash to each Shareholder whose name appears on the register of members of the Company on the Dividend Record Date 1

4 LETTER FROM THE BOARD (Incorporated in Bermuda with limited liability) Stock Code: 100 Executive Directors: Mark Thewlis (Executive Chairman) Han Zi Jing TeoHongKiong Zhang Huai Jun Non-Executive Directors: William Eccleshare Peter Cosgrove Zhu Jia Jonathan Bevan Independent Non-Executive Directors: Desmond Murray Wang Shou Zhi Leonie Ki Man Fung Thomas Manning Registered Office: Clarendon House 2ChurchStreet Hamilton HM11 Bermuda Principal Place of Business in Hong Kong: 16th Floor Sunning Plaza 10 Hysan Avenue Causeway Bay Hong Kong Alternate Directors: Zou Nan Feng (Alternate to Zhang Huai Jun) 8 August 2013 To the Shareholders Dear Sir or Madam, INTRODUCTION PROPOSED SPECIAL DIVIDEND AND NOTICE OF SPECIAL GENERAL MEETING The purpose of this circular is to give you notice of the SGM and the proposed payment of Special Dividend to be put forward at the SGM. * For identification purposes only 2

5 LETTER FROM THE BOARD RECOMMENDATION OF SPECIAL DIVIDEND The Board has recommended a special dividend of approximately HK$1.32 (subject to approval of the Shareholders at the SGM) be paid to Qualifying Shareholders on or around 15 November 2013 (at the earliest). The Qualifying Shareholders will receive the special dividend in cash of approximately HK$1.32 per Share (subject to approval of the Shareholders at the SGM). Subject to approval of the Special Dividend by Shareholders at the SGM, the Special Dividend will be payable out of the retained earnings of the Company and any shortfall, if applicable, will be payable out of the contributed surplus account of the company. An ordinary resolution will be put forward at the SGM for payment of the Special Dividend for approval by the Shareholders. REASON FOR DECLARATION OF SPECIAL DIVIDEND The Board has carefully considered the Company s near term financial and cashflow requirements, taking into consideration the Company s current cash balance, the Company s cashflow and profits generated from its operations, its level of undistributed profits as well as taking into consideration the Company s near term cash needs for capital expenditures, working capital commitments, and identifiable investment opportunity. Considering that the Company s cash balance and cash flow from operations remains strong and that sufficient allocation of required cash resources for its financial commitments and strategic investment plans have been made, and considering the rate of return on interest generated from banking deposits, the Directors consider that it is in the best interest of the Shareholders to distribute a portion of the Company s undistributed profits in the form of cash as a one off Special Dividend to its Shareholders. NOTICE OF SPECIAL GENERAL MEETING You will find on page 5 of this circular a notice of the SGM to be held at 16th Floor, Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong at 3:00 p.m. on 27 August CLOSURE OF REGISTER OF MEMBERS For the purpose of determining Shareholders entitlement to the right to attend and vote at the SGM, the register of members of the Company (the Register of Members ) will be closed from Monday, 26 August 2013 to Tuesday, 27 August 2013 (both days inclusive), during which period no transfer of shares of the Company will be effected. In order to be eligible to attend and vote at the SGM, all transfers accompanied by the relevant share certificates must be lodged with the Company s branch share registrar in Hong Kong (the Registrar ), Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 23 August For the purpose of determining Shareholders entitlement to the Special Dividend, the Register of Members will be closed from Tuesday, 3 September 2013 to Thursday, 5 September 2013 (both days inclusive), during which period no share transfers will be registered. In order to qualify for the proposed special dividend, all transfers, accompanied by 3

6 LETTER FROM THE BOARD the relevant share certificates, must be lodged with the Company s Registrars, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Monday, 2 September PROXY FORM Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time appointed for holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish. VOTING Pursuant to rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, the resolutions put to the vote of the Shareholders at the SGM will be taken by way of poll. The chairman of the SGM will explain the detailed procedures for conducting a poll at the commencement of the SGM. After the conclusion of the SGM, the poll results will be published on the respective websites of the Stock Exchange and the Company. RECOMMENDATION The Directors consider that the proposed resolutions for the payment of the Special Dividend is in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the resolutions to be proposed at the SGM. Yours faithfully, By Order of the Board Clear Media Limited Mark Thewlis Executive Chairman 4

7 NOTICE OF SPECIAL GENERAL MEETING (Incorporated in Bermuda with limited liability) Stock Code: 100 NOTICE IS HEREBY GIVEN THAT a Special General Meeting of Clear Media Limited (the Company ) ( SGM ) will be held at 16th Floor, Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong at 3:00 p.m. on 27 August 2013 for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution of the Company: ORDINARY RESOLUTION THAT the proposed special dividend of HK$1.32 per share of the Company (the Special Dividend ) to be payable out of the retained earnings of the Company and any shortfall, if applicable, to be payable out of the contributed surplus account of the Company be approved and the board of directors of the Company be authorised to effect the payment of the Special Dividend and to do all acts and things and to take such steps as they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the payment of the Special Dividend on or around 15 November 2013 (at the earliest). Hong Kong, 8 August 2013 Notes: By Order of the Board Clear Media Limited Jeffrey Yip Company Secretary 1. A member of the Company entitled to attend and vote at the SGM is entitled to appoint one or more proxies to attend and vote in his stead in accordance with the bye-laws of the Company. A proxy need not be a member of the Company. 2. A form of proxy for use at the SGM is enclosed. 3. To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at the Company s branch share registrar in Hong Kong, Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong not less than 48 hours before the time of the SGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the SGM or any adjourned meeting should they so wish. 4. In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding. * For identification purposes only 5