Sky Blue 11 Company Limited has released an updated Terms of Reference for its Nomination Committee, outlining new governance measures that will take effect following the latest amendment dated 28 September 2026.

Membership and Composition • The committee must comprise a minimum of three directors, with independent non-executive directors (INEDs) forming the majority and at least one member representing a different gender. • Any INED serving beyond nine years will require separate shareholder approval, supported by a detailed board explanation of continued independence.

Leadership and Administration • The committee chair will be either the board chair or an INED. • The company secretary acts as secretary of the committee and is responsible for minute-taking and document circulation.

Meeting Protocols • Quorum is set at two members. • At least one regular meeting is required annually, with seven-day advance notice for regular meetings and distribution of materials at least three days beforehand. • Written resolutions signed by all members are permitted.

Key Responsibilities • Annual review of board structure, size, and skills matrix, with recommendations aligned to corporate strategy and diversity policy. • Identification, assessment, and recommendation of director and senior management candidates, considering merit and diversity. • Annual assessment of INED independence based on confirmations and disclosure of results in the Corporate Governance Report. • Ongoing evaluation of each director’s time commitment, contribution, and external roles. • Yearly review of the effectiveness of the board diversity policy and disclosure of nomination procedures in the Corporate Governance Report. • Support for regular board performance evaluations and succession planning for both the board chair and the chief executive.

Authority and Resources • The committee is empowered to investigate matters within its remit, access any company information, and seek external professional advice, with all necessary resources to be provided by the company. • All employees and board members are required to cooperate with committee requests.

Reporting and Accountability • Decisions and recommendations are reported back to the board, subject to any legal or regulatory constraints. • The committee chair, or a designated representative, will attend the company’s annual general meeting to address shareholder questions regarding committee activities.

Historical Context The charter was first adopted on 2 March 2012, amended on 1 September 2019, and has now undergone a further update on 28 September 2026, underscoring Sky Blue 11’s commitment to evolving corporate governance standards.