MANPOWER GRC (ManpowerGroup Greater China Limited, stock code 02180) has adopted its Fifth Amended and Restated Memorandum and Articles of Association, effective 25 June 2026 following shareholder approval by special resolution.

Key corporate governance updates:

1. Capital Structure • Authorised share capital is set at HK$15.20 million, divided into 1.52 billion ordinary shares with a par value of HK$0.01 each. • The company is empowered to purchase its own shares and hold them as treasury stock, with treasury shares carrying no voting or dividend rights.

2. Shareholder Rights and Meetings • A quorum for general meetings is two members present in person or by proxy (one if the company has a single shareholder). • Annual general meetings must be held within six months after the financial year-end; extraordinary general meetings can be convened by the board or on requisition by holders of at least 10% of voting rights. • Shareholders can attend meetings physically or via approved electronic communication facilities, and resolutions will be decided by poll unless the chairman allows a procedural matter to be voted on by show of hands.

3. Board Composition and Powers • The board must comprise at least two directors; casual vacancies can be filled by the board, with appointees standing for election at the next AGM. • Directors may be removed by ordinary resolution. • The board may delegate powers to committees and appoint managing or executive directors.

4. Dividend Policy and Reserves • Dividends may be declared out of distributable profits and paid in cash or, at the board’s discretion, in fully paid shares via scrip dividend alternatives. • Unclaimed dividends may be invested for the company’s benefit after one year and forfeited after six years.

5. Share Transfers and Untraceable Shareholders • Transfers must be executed in standard form and comply with Listing Rules. • Shares of members who remain untraceable for 12 years may be sold, with net proceeds accruing to the company.

6. Electronic Communications • Corporate communications, including meeting notices and financial reports, may be distributed by email, publication on the company’s website and the HKEX website, or by post.

7. Financial Reporting and Audit • The financial year ends on 31 December. • Auditors are appointed annually by shareholders and must be independent of the company.

8. Continuation, Merger and Indemnity • The company may migrate its place of incorporation, merge or consolidate with another entity, subject to special resolution approval. • Directors, auditors and officers are indemnified out of company assets against liabilities incurred in the execution of their duties.

The restated constitutional documents replace all previous versions and align MANPOWER GRC’s corporate governance framework with current Cayman Islands law, HKEX Listing Rules and electronic communication practices.