X0609 4 2026-09-21 0 0002131813 newcleo plc NWCL 0001840678 Lefebvre d'Ovidio Manfredi true 55 SOUTH AUDLEY STREET LONDON X0 W1K 2QH UNITED KINGDOM 1 0 0 0 0 Class B Shares 2026-09-21 4 A 0 326049 0 A Ordinary Shares 326049 326049 I By Emmeplus Limited Reflects the issuance of Class B Shares in accordance with that certain Business Combination Agreement, dated as of May 26, 2026, by and between Newhold Investment Corp III, Newcleo1 Ltd., Newcleo2 Ltd., and Newcleo Ltd.. The Class B Shares will automatically convert and be re-designated into the same number of Ordinary Shares, on a one-for-one basis, as follows: (i) 50% in the event the volume-weighted average price per Ordinary Share equals or exceeds $15.00 during any 20 trading days within a 30 trading day period and (ii) 50% in the event the volume-weighted average price per Ordinary Share equals or exceeds $18.00 during any trading days within a 30 trading day period, provided that such price attainment occurs during the period beginning on September 21, 2026 and ending on the five-year anniversary thereof. /s/ Kateryna Fedorova, attorney-in-fact for Manfredi Lefebvre d'Ovidio de Clunieres di Balsorano 2026-09-23