GCL New Energy Holdings Limited has secured shareholder approval to adopt a new Share Award Scheme, effective 22 May 2026, with the following key parameters:

1. Scheme Size and Duration • Scheme Mandate Limit: Up to 140.09 million new shares, representing approximately 9.01 % of the company’s issued share capital (excluding treasury shares) on the approval date. • Term: 10 years from the adoption date; unvested awards granted within the term remain valid until vested or lapsed.

2. Eligible Participants • Employee Participants: Directors or employees (full-time or part-time) of the company or its subsidiaries. • Related Entity Participants: Directors or employees of holding companies, fellow subsidiaries or associated companies. Selection will consider individual performance, tenure, responsibilities and expected contribution to the Group.

3. Grant and Vesting Rules • Vesting period: Minimum 12 months from the offer date, with limited exceptions (e.g., make-whole grants to new hires, death or disability, or performance-based structures). • Purchase price: Determined by the board and may be set at nil consideration. • Trustee mechanism: Awards may be settled through new issue, on-market/off-market share purchases or transfer of treasury shares.

4. Limits per Participant and Connected-Party Safeguards • Individual cap: Shares issued or to be issued under all share schemes to any single participant limited to 1 % of issued shares (excluding treasury shares) in any 12-month period unless separate shareholder approval is obtained. • Grants to directors, chief executive, substantial or connected shareholders triggering issuance above 0.1 % of shares within 12 months require independent non-executive director endorsement and shareholder approval.

5. Clawback and Lapse Provisions • The board may forfeit unvested awards or reclaim vested shares/cash proceeds in cases of misconduct, regulatory breaches, or other actions detrimental to the Group. • Awards lapse upon resignation (except retirement), bankruptcy, certain corporate events, or if vesting conditions are not met.

6. Capital Adjustments and Termination • In events such as share consolidation, subdivision or rights issues, equitable adjustments to award size and/or purchase price will be made, subject to independent advice and compliance with Listing Rules. • The board or shareholders may terminate the scheme at any time; no further grants will be made post-termination, but existing unvested awards will continue under existing terms.

The scheme is designed to align employee and stakeholder interests with long-term shareholder value, strengthen talent retention and motivate performance across GCL New Energy’s corporate ecosystem.