One Media Group Limited has adopted a comprehensive Amended and Restated Memorandum and Articles of Association (M&A) via Special Resolution, slated to take effect on 13 August 2026. Key points are as follows:

• Capital Framework – Authorised share capital set at HK$4.00 million, divided into 4.00 billion ordinary shares of HK$0.001 each. – Board empowered to issue new shares, warrants, preference shares or other securities, determine class rights, and effect share repurchases or redemptions, subject to Hong Kong Listing Rules and Cayman Islands Companies Act.

• Electronic & Uncertificated Securities – Full incorporation of Hong Kong’s uncertificated securities market (USM) regime. – Shares may be held, transferred and registered electronically through approved systems such as the UNSRT platform and CCASS. – Share certificates will cease to be issued for participating securities from the “participation date”; dematerialisation and rematerialisation processes follow USM Rules. – Electronic communications, proxy appointments, dividend instructions and payments via electronic funds transfer are expressly permitted.

• General Meetings & Voting – Annual general meetings must be held within six months of financial year-end (31 March). – Meetings may be physical, hybrid or fully electronic, with provisions for multiple locations and electronic facilities. – One-third of directors (minimum) retire by rotation at each AGM; all directors face re-election at least every three years. – Shareholders, including clearing houses and their nominees, retain full speaking and voting rights, with electronic and multiple-proxy mechanisms clarified.

• Board & Governance Powers – Minimum of two directors; Board authorised to appoint managing and executive directors. – Detailed procedures for board meetings, written resolutions, delegation to committees and use of technology-enabled communication. – Directors prohibited from voting on matters where they or close associates have material interests, subject to standard HKEX exemptions. – Indemnity provisions extended; company may purchase insurance for directors and officers.

• Capital Management & Distributions – Allows scrip dividends, interim dividends, distributions in specie and capitalisation of reserves, with flexibility for currency of payment. – Establishes “Subscription Right Reserve” to support share issues arising from warrant exercises below par value. – Enables sale of shares of untraceable shareholders after 12 years of failed contact and three unclaimed distributions, with proceeds held for claimants.

• Administrative Modernisation – Formalises acceptance of electronic instructions from securities holders for dividend elections, proxy submissions and other corporate actions. – Introduces procedures for electronic record-keeping, digital signatures, and destruction schedules for obsolete documents. – Consolidates power to amend the M&A only via Special Resolution.

These revisions align One Media Group’s constitutional documents with current Hong Kong regulatory requirements, modernise shareholding processes for the forthcoming uncertificated securities environment, and enhance corporate governance transparency ahead of the 2026 effective date.