We recognized share-based compensation expense of $6,650,179, $5,158,990 and nil in FY2025, FY2024 and 2023, respectively.

On July 8, 2024, YY Group Holding Limited (the “Company”) entered into employee stock compensation plan with its employees by offering opportunity for them to purchase the Class A ordinary shares in the Company as their incentive for the successful IPO to foster their long-term commitment to the Company in the past.

YY Group Holding Limited adopted the 2023 Share Incentive Plan for the purpose of granting stock options and incentive stock options to employees, executive and consultants to provide incentives for motivate, attract, and retain the services. For the consultants engaged by the Company shall assist the Company as a strategic business advisor to identify opportunities to expand the Company’s presence in China manpower outsourcing and cleaning services market. Any Class A Ordinary Shares covered by an award granted under the 2023 Share Incentive Plan (or portion of an award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A Ordinary Shares that may be issued under the 2023 Share Incentive Plan. The following is the maximum aggregate number of shares which may be issued pursuant to all awards under the 2023 Share Incentive Plan:

YY Group Holding Limited adopted the 2024 Share Incentive Plan for the purpose of granting stock options and incentive stock options to employees, executive and consultants to provide incentives for motivate, attract, and retain the services. For the consultants engaged by the Company shall assist the Company as a strategic business advisor to identify opportunities to expand the Company’s presence in China manpower outsourcing and cleaning services market. Any Class A Ordinary Shares covered by an award granted under the 2024 Share Incentive Plan (or portion of an award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A Ordinary Shares that may be issued under the 2024 Share Incentive Plan. The following is the maximum aggregate number of shares which may be issued pursuant to all awards under the 2024 Share Incentive Plan:

YY Group Holding Limited adopted the 2025 Share Incentive Plan for the purpose of granting stock options and incentive stock options to employees, executive and consultants to provide incentives for motivate, attract, and retain the services. For the consultants engaged by the Company shall assist the Company as a strategic business advisor to identify opportunities to expand the Company’s presence in China manpower outsourcing and cleaning services market. Any Class A Ordinary Shares covered by an award granted under the 2025 Share Incentive Plan (or portion of an award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A Ordinary Shares that may be issued under the 2025 Share Incentive Plan. The following is the maximum aggregate number of shares which may be issued pursuant to all awards under the 2025 Share Incentive Plan:

On April 11, 2025, the “Company entered into a Share Transfer Agreement (the“Agreement”) with Qin Qin. Qin Qin serves as the director of the Company’s subsidiary, YY Smart. The Company granted shares to Qin Qin to reward her for her contributions to the business. The Company transferred 55,556 Class A ordinary shares from treasury shares to Qin Qin at a total purchase price of $1 on April 11, 2025, historical cost of $0.7084 per share.

On October 6, 2025, YY Group Holdings Limited (the “Company”) entered into a Consulting Services

Agreement (the “Agreement”) with FMW Media Works LLC (the “Consultant”). The Consultant is tasked with providing business development, media production, and public relations services for a 12-month term ending on October 5, 2026. Based on the agreement, a total of 800,000 shares of Rule 144 restricted stock earned in stages upon signing.