Newcleo plc · NASDAQ:NWCL
Newcleo — SPAC Merger (July 2026)
16 slides from Newcleo's SPAC merger presentation, Jul 9, 2026
Slide 1: Stock Option Exercise Window, July 2026
a Stock Option Exercise Window, July 2026
Slide 2: Let's get started ...
Let's get started ... Stock Option Exercise Window July 2026 [erec] This session willbe recorded \ I, QBA atthe end
Slide 3: Purpose of the Information Session
Purpose of the Information Session evieleo has openet a window for exercising vested stock options whlch runs trom July 6 to July 10,2028. “The purpose of his information session i = to inform you ofthe terms and conditions under whieh you may exercise your vested stock options Ifyou chooee te do £0
Slide 4: Table of Contents
Table of Contents 4 How Stock Options Work 2 How Stock Options Work: Example 3 ‘Timeline and Eligibility: July 2026 Exercise Window 4 Context 5 Exercise: Financial and Tax implications 5 ‘Summary ofthe Stock Option Exercise Process 10 12
Slide 5: 1. Reminder: How Stock Options Work
1. Reminder: How Stock Options Work A stock optonis aot at ations a employe fo pchace a eta number of shares er company at a pedstened rice, bjt a cera contin (Garton conmndemploymerte) 1 Grant: the company grants you stock options but you cannot exercise them yet ‘Vesting: the stock options vest ac
Slide 6: 2. Reminder: How Stock Options Work: Example
2. Reminder: How Stock Options Work: Example 4 GRaNt inn = —© 2 2 © erent vom ES en ves 2-vestING a a ae swmmeectonmmccenn etme ml = re ° a meal ena 3 EXERCISE eae cet ioe “0 « °
Slide 7: 3. Timeline and Eligibility: July 2026 exercise window
3. Timeline and Eligibility: July 2026 exercise window Period for simulating social security contributions and Income tax withholding hoy soe ay 208 “Sareea” July 6, 2026 ae uly 10, 2026, oe opening Closing ofthe exerese of the exercise window ‘window (Game onan. ible: all employees with ‘vested’ st
Slide 8: 4. Specific Context
4. Specific Context ‘Some details regarding he specific contet in which the exercise period begins, so that stock option beneficiaries can make informed ecisons Sale of Neweleo shares Trading in neweleo shares has been suspended since July 1", 2026, itis therefore not ‘lor tothe intial public offeri
Slide 9: 4. Specific Context (2)
4. Specific Context (2) ‘Conversion Factor Neweleo LTD Is expected to restructure is capital inorder to fnaze the transactions ‘announced on May 27. This i technical agustment to the company's captal structure ‘onsting of reverse stock spit of he current shares (currety, 04811 new sheres for each ‘c
Slide 10: 5. Exercise: Financial and Tax Implications
5. Exercise: Financial and Tax Implications ‘The stock option pian implemented by neweieo LTD In 2022 Is nota “quaifed plan" under French lw and therefore does not qual for any specie or preferential tax treatment. The exercise of stock optons under tis plan s subject to general ax and socal secu ru
Slide 11: 5. Exercise: Financial and Tax Implications
4. Exercise: Financ! > Payment of Employee Social Seeurty Contributions > Increase in taxable Income > Potential impact onthe amount of witnholaing tax > Impact on your net pay fr the month folowing the exercise | and Tax Implications Example ofan employee ‘oleae ea 00 stock options
Slide 12: 5. Summary of the Stock Option Exercise Process
5. Summary of the Stock Option Exercise Process = (4 BM exercise neavest J VERIFICATION 4 Co) Cs) PAYMENT RECEIPT PAYMENT
Slide 13: Q&A Session
Q&A Session
Slide 14: newcleo
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Slide 15: “Toa a nay ats we se cars a snSaan anna pron care secs at
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Slide 16: Important Additional Information Regarding the Transaction Will Be Filed With the SEC
thereto and, once available, the definitive proxy statement/prospectus, in connection with the SPAC’s solicitation of proxies for its extraordinary meeting of shareholders to be held to approve, among other things, the Proposed Business Combination, because these documents Important Additional Infor