1. Key Proposal • OMNIVISION’s board has tabled the “2026 H Share Incentive Scheme” for shareholder approval at an extraordinary general meeting (EGM) on 15 July 2026 in Shanghai.

2. Scheme Size and Dilution • Scheme Mandate Limit: up to 38.00 million new H shares may be issued, equal to 3.03% of the company’s current issued share capital (excluding 8.78 million treasury A shares). • Aggregate cap: across all share-based schemes, total new shares that can be issued after adoption cannot exceed 10% of the issued share capital.

3. Duration and Instruments • Life of scheme: 10 years from the adoption date. • Award types: share options and/or restricted share units (RSUs). Shares can be satisfied via (i) new H share issuance, (ii) on-/off-market purchases by an external trustee, and/or (iii) transfer of treasury shares.

4. Eligibility and Limits • Participants: employees and executive directors of the group (independent non-executive directors are excluded). • Individual limit: any one participant is capped at 1% of issued share capital (12-month rolling basis). • Additional shareholder approval is required for grants crossing the 0.1% threshold to directors, chief executives or substantial shareholders (and their associates).

5. Vesting & Pricing Mechanics • Standard vesting: no earlier than 12 months from grant when awards are funded by new shares; shorter periods allowed only in specified cases (e.g., make-whole grants, death/disability, performance-based vesting). • Option exercise price: not lower than the higher of (i) par value, (ii) the closing price on grant date, or (iii) the five-day average closing price before grant. • RSU purchase price (if any) to be set by the board case-by-case.

6. Governance & Safeguards • Board retains authority to set performance targets, impose clawback, amend the scheme, or terminate it early. • Grants to connected persons require prior approval from independent non-executive directors; issue of new shares needs Hong Kong Stock Exchange listing approval. • Treasury shares carry no voting rights at general meetings.

7. Next Steps • Shareholders of record on 15 July 2026 may vote at the EGM. The proxy deadline is 14 July 2026, 2:00 p.m. Hong Kong time.

The scheme is designed to enhance talent attraction and retention, align employee interests with shareholders, and support OMNIVISION’s long-term growth objectives.