Metasurface Technologies Holdings Limited (Metasurface) has formally adopted a new Share Award Scheme, effective upon shareholder approval at the annual general meeting scheduled for 30 June 2026. The initiative is designed to align employee and stakeholder interests with long-term corporate performance.

Key Parameters • Duration: The scheme runs for a 10-year period starting from the adoption date; no further awards can be granted after this window, although unvested shares may continue to vest under existing terms.

• Scheme Mandate Limit: Aggregate new shares issuable under all Metasurface equity incentive plans—including this award scheme and any share option plans—are capped at 10% of the company’s issued share capital (excluding any treasury shares) on the adoption date or the date of a subsequent mandate refresh.

• Eligibility: Participants include executive and independent non-executive directors, full-time or part-time employees across the Group, and selected directors or employees of the company’s holding companies and controlled associated entities. Individuals resident in jurisdictions where participation would breach local regulations are specifically excluded.

• Individual Grant Limits: – Any single participant may receive awards representing up to 1% of Metasurface’s issued shares in any rolling 12-month period; grants beyond this threshold require shareholder approval. – Awards to directors (other than independent non-executives) or chief executives exceeding 0.1% within 12 months likewise need shareholder endorsement. – Grants to independent non-executive directors or substantial shareholders exceeding 0.1% also trigger independent shareholder approval requirements. – Awards to any “holding company participant” that reach 5% of the total pool allocated to such participants must be separately approved by independent shareholders.

• Vesting Rules: The earliest vesting date for any award must be at least 12 months after the grant date. Vesting may accelerate if a takeover, merger or privatisation results in a change of control, subject to compliance with listing regulations.

• Clawback & Lapse Provisions: Unvested awards are automatically cancelled if a participant is terminated for fraud, serious misconduct, insolvency, criminal conviction, material breach of contract, or if grants were based on materially misstated financials. Awards also lapse upon resignation (unless the board decides otherwise), company winding-up, bankruptcy, or transfer attempts by the participant.

• Administration & Governance: A board-appointed administration committee—overseen by the board, which retains override authority—manages grant approvals, performance conditions, vesting schedules and any adjustments arising from capital structure changes.

• Funding & Settlement: Metasurface may satisfy vested awards through newly issued shares, transfers of treasury shares or, where approved, cash payments equivalent to the closing market price on the vesting date. The company bears stamp duty and related direct costs of share transfers; participants are responsible for personal tax liabilities.

The scheme replaces no existing programme but operates alongside any other equity incentive arrangements within the 10% aggregate limit. It aims to reward past contributions, incentivise future performance and reinforce long-term retention across Metasurface’s core talent base.