Auto Italia Holdings Ltd plans to replace its lapsed 2012 option plan with a new Share Scheme designed to grant both share awards and share options over the next decade.

The proposed scheme will run for 10 years from the date of adoption and will cover directors and employees—both current and new hires—deemed to have contributed or be able to contribute to the group’s growth. Awards may vest after a minimum 12-month period, although the board retains discretion to shorten this in specific circumstances such as “make-whole” grants for new hires or early vesting on death or disability.

Aggregate issuance under the scheme is capped at 10% of the company’s issued share capital on the adoption date, equal to 614.25 million shares based on the current share count of 6.14 billion. Lapsed awards do not count toward the limit, and any refresh of the cap will require shareholder approval after three years or more.

For share options, the exercise price cannot be lower than the higher of the closing price on the grant date or the average closing price for the five preceding trading days. Issue prices for share awards will be set on a case-by-case basis and may be nil.

Implementation is conditional on two approvals: (1) shareholder consent at a Special General Meeting and (2) SEHK approval for the listing of any new shares to be issued. The SGM is scheduled for 20 May 2026 at 4:00 p.m. in Hong Kong, with the register of members closed from 15 May to 20 May 2026 to determine voting eligibility.

No options remain outstanding under the company’s prior scheme, which expired in May 2022.