Beijing Shougang LanzaTech Technology Co., Ltd. (Shougang LanzaTech) has published detailed Terms of Reference setting out the authority, composition and operating procedures of its Board Remuneration and Appraisal Committee.

The committee will comprise a minimum of three directors, with independent non-executive directors forming the majority. An independent non-executive director will serve as chairman. A quorum requires two members, and the committee must convene at least once per year, providing seven-day notice for regular meetings.

Key duties include: • Formulating and recommending the overall remuneration policy and structure for directors and senior management. • Reviewing management’s remuneration proposals against Board-approved corporate goals. • Recommending individual compensation packages—covering salary, bonuses, benefits, pension rights and termination payments—for executive directors, non-executive directors and senior management. • Approving incentive and share schemes in line with Hong Kong Listing Rules (including Chapter 17). • Ensuring no director or associate participates in decisions on his or her own remuneration. • Assessing performance, overseeing service contracts and vetting termination and misconduct-related compensation to confirm fairness and contractual compliance.

The committee is empowered to access management, commission external professional advice at the company’s expense and must report its decisions and recommendations to the Board, subject to regulatory constraints. It will also review its own effectiveness and the adequacy of its mandate periodically.

The committee’s chairman, or a designated representative, will attend the company’s annual general meeting to answer shareholder questions about remuneration governance. The Terms of Reference take effect upon Board approval, while provisions specific to listed companies become operative upon Shougang LanzaTech’s share listing. Future regulatory changes will override any conflicting clauses, with prompt amendments to be submitted to the Board for approval.