Hong Kong Robotics Group Holding Limited (“HK Robotics”) has amended and adopted new Terms of Reference for its Nomination Committee following a board resolution dated 30 March 2026.

The revamped charter stipulates that the committee must comprise at least three directors, with a majority being independent non-executive directors (INEDs) and at least one member of a different gender. The Board will appoint the committee chairman, who must be either the Board chairman or an INED.

Operational provisions include: • Quorum set at two members, one of whom must be an INED. • A minimum of one meeting per year, with additional sessions as required. • Resolutions pass with a simple majority; unanimous written resolutions are permitted.

Key responsibilities expand to: • Annual review of Board structure, size, composition and diversity, plus recommendations on changes aligned with corporate strategy. • Ongoing assessment of the balance between executive and non-executive directors and oversight of the Board diversity policy and its measurable objectives. • Identification and recommendation of qualified candidates for directorships, evaluation of INED independence, and succession planning for directors—particularly the Board chairman and chief executive. • Delegated authority over nominations and removals of executive directors and senior management, while ensuring access to adequate resources and independent professional advice.

The committee will report its decisions or recommendations to the Board and the chairman (or a designated representative) will address shareholder queries on its work at the company’s Annual General Meeting.