Win Hanverky Holdings Limited has conditionally adopted a new Share Option Scheme, effective upon shareholder approval at the 18 June 2026 general meeting and the Stock Exchange’s listing approval. The scheme is designed to incentivise directors and full-time employees, including prospective hires, and will remain in force for 10 years from the adoption date.

Key parameters

1. Participation scope • Eligible participants: directors of Win Hanverky and its subsidiaries, full-time employees, and new recruits offered options as part of employment terms. • Grants will be made at the Board’s discretion, taking into account performance, tenure, responsibilities, contribution, and retention needs.

2. Share issuance ceiling • Scheme Mandate Limit: Aggregate shares that may be issued (or treasury shares transferred) under this scheme and any other share-based plans is restricted to 10% of the company’s total issued share capital (excluding treasury shares) as at the adoption date. • Lapsed options do not count toward utilisation of the limit. • The company can seek a Renewal Mandate from shareholders to refresh this 10% limit, subject to Listing Rules conditions.

3. Option pricing and term • Exercise price: the higher of (i) the closing price on the grant date, (ii) the average closing price over the five preceding business days, and (iii) the nominal value of a share. • Option period: determined by the Board, expiring no later than 10 years from grant. • Minimum vesting: at least 12 months unless the Board specifies otherwise.

4. Individual limits and approvals • Grants that push an individual’s cumulative options above 1% of issued shares in a 12-month period require separate shareholder approval with the concerned participant abstaining. • Grants to directors, chief executives, or substantial shareholders must be approved by the independent non-executive directors. • Additional shareholder approval is required if grants to an independent non-executive director or substantial shareholder, plus their associates, exceed 0.1% of issued shares in any 12-month span.

5. Option lapse events • Options lapse upon expiry of the option period, after specified post-cessation windows (12–24 months depending on circumstances), upon winding-up, serious misconduct, or breach of transfer restrictions. • The Board may cancel unexercised options with participant consent; cancelled options count toward the mandate limit.

6. Adjustment mechanism • In the event of capitalisation, rights issue, consolidation, subdivision, or capital reduction, the number of shares subject to outstanding options and/or their exercise price will be adjusted to preserve participants’ proportionate interests, subject to auditor or independent financial adviser confirmation and compliance with Listing Rules.

The scheme provides Win Hanverky with a structured, market-aligned incentive tool to attract, retain, and motivate talent while maintaining shareholder protections through stringent caps, vesting requirements, and approval procedures.