BINASTRA CORPORATION BERHAD — Proxy Solicitation & Information Statement 2026

May 24, 2026

Binastra Corporation Berhad

NOTICE OF THE 23RD ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 23rd Annual General Meeting ("23rd AGM") of Binastra Corporation Berhad ("Binastra" or "Company") will be held at the Flamingo 1, Level 7, The Pearl Kuala Lumpur, Batu 5, Jalan Klang Lama, 58000 Kuala Lumpur on Thursday, 2 July 2026, at 11.00 a.m. or at any adjournment thereof to transact the following businesses:-

AGENDA

1. To receive the Audited Financial Statements for the financial year ended 31 January 2026 and the Reports of Directors and Auditors thereon.
2. To approve the payment of Directors' fees to the Non-Executive Directors of up to an amount of RM300,000 for their services from 3 July 2026 until the next annual general meeting of the Company.
3. To approve the payment of Directors' benefits (excluding Directors' fees) to the Non-Executive Directors up to an amount of RM60,000 from 3 July 2026 until the next annual general meeting of the Company.
4. To re-elect the following Directors, who retire pursuant to Article 119 of the Company's Constitution:-
   (i) Datuk Tan Kak Seng
   (ii) Teh Soon Hin
   Ordinary Resolution 1
   Ordinary Resolution 2
   Ordinary Resolution 3
   Ordinary Resolution 4
   Ordinary Resolution 5
   Ordinary Resolution 6
   Ordinary Resolution 7

(A) AUTHORITY TO ALLOT SHARES

"That subject always to the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby authorised pursuant to Section 75 of the Companies Act 2016 to allot and issue shares in the Company at any time until the conclusion of the next Annual General Meeting upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit provided that the aggregate number of shares to be allotted pursuant to this Resolution does not exceed 10% of the total number of issued shares of the Company for the time being."

(B) PROPOSED SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING THE INTEREST OF DATUK TAN KAK SENG (MANAGING DIRECTOR), MAJOR SHAREHOLDERS OR PERSON CONNECTED WITH SUCH DIRECTOR AND/OR MAJOR SHAREHOLDERS

"That subject to the Companies Act 2016 ("Act"), the Constitution of the Company and the Bursa Malaysia Securities Berhad Main Market Listing Requirements, approval be and is hereby given to the Company and its subsidiaries ("Binastra Group") to enter into all transactions involving the interests of Datuk Tan Kak Seng, who is the Managing Director and major shareholder of the Company, and JT Conglomerate Sdn. Bhd., also a major shareholder of the Company, or persons connected with such Director and/or major shareholders of the Group ("Related Parties") as specified in Section 2.3 of the Circular to Shareholders dated 26 May 2026 in relation to the Proposed Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature ("Recurrent RPTs") provided that such transactions are:-

Ordinary Resolution 1
Ordinary Resolution 2
Ordinary Resolution 3
Ordinary Resolution 4
Ordinary Resolution 5

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Binastra Corporation Berhad

NOTICE OF THE 23RD ANNUAL GENERAL MEETING (CONT'D)

(a) recurrent transactions of a revenue or trading nature;
(b) necessary for the day-to-day operations;
(c) carried out in the ordinary course of business on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public; and
(d) are not to the detriment of the minority shareholders,

("RRPT Mandate").

AND THAT such approval shall continue to be in force until:-

(a) the conclusion of the next Annual General Meeting ("AGM") of the Company, at which time it will lapse, unless by ordinary resolution passed at that meeting, the authority is renewed; or
(b) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or
(c) the authority is revoked or varied by ordinary resolution passed by the shareholders in general meeting; or

whichever is earlier; and the aggregate value of the Recurrent RPTs be disclosed in the annual report of the Company.

AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary to give full effect to the RRPT Mandate."

(C) PROPOSED SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING THE INTEREST OF LEE SENG YONG (EXECUTIVE DIRECTOR), MAJOR SHAREHOLDER OR PERSON CONNECTED WITH SUCH DIRECTOR AND/OR MAJOR SHAREHOLDER

"THAT subject to the Companies Act 2016 ("Act"), the Constitution of the Company and the Bursa Malaysia Securities Berhad Main Market Listing Requirements, approval be and is hereby given to the Company and its subsidiaries ("Binastra Group") to enter into all transactions involving the interests of Mr. Lee Seng Yong, who is an Executive Director of the Company and major shareholder of the Company, or persons connected with him ("Related Parties") as specified in Section 2.3 of the Circular to Shareholders dated 26 May 2026 in relation to the Proposed Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature ("Recurrent RPTs") provided that such transactions are:-

(a) recurrent transactions of a revenue or trading nature;
(b) necessary for the day-to-day operations;
(c) carried out in the ordinary course of business on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public; and
(d) are not to the detriment of the minority shareholders,

Ordinary Resolution 8

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Binastra Corporation Berhad

NOTICE OF THE 23RD ANNUAL GENERAL MEETING (CONT'D)

("RRPT Mandate").

AND THAT such approval shall continue to be in force until:-

(a) the conclusion of the next Annual General Meeting ("AGM") of the Company, at which time it will lapse, unless by ordinary resolution passed at that meeting, the authority is renewed; or
(b) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or
(c) the authority is revoked or varied by ordinary resolution passed by the shareholders in general meeting; or

whichever is earlier; and the aggregate value of the Recurrent RPTs be disclosed in the annual report of the Company.

AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary to give full effect to the RRPT Mandate."

(D) PROPOSED SHARE BUY-BACK AUTHORITY

"THAT subject always to the Companies Act 2016 ("Act"), provisions of the Company's Constitution and the requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") and any other relevant approvals, the Directors of the Company be and are hereby authorised to purchase the Company's ordinary shares ("Shares") through Bursa Securities, subject to the following:-

(a) The maximum number of Shares which may be purchased by the Company shall not exceed ten per centum (10%) of the total number of issued Shares of the Company at any point in time;
(b) The maximum fund to be allocated by the Company for the purpose of purchasing its Shares shall not exceed the retained profits of the Company;
(c) The authority conferred by this resolution will be effective upon passing of this resolution and will continue in force until:-

(i) the conclusion of the next Annual General Meeting ("AGM") of the Company, at which time it will lapse, unless by ordinary resolution passed at that meeting, the authority is renewed; or
(ii) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extensions as may be allowed pursuant to Section 340(4) of the Act); or
(iii) the authority is revoked or varied by an ordinary resolution passed by the shareholders in general meeting;

whichever occurs first;

Ordinary Resolution 9

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Binastra Corporation Berhad

NOTICE OF THE 23RD ANNUAL GENERAL MEETING (CONT'D)

(d) Upon completion of the purchase(s) of the Shares by the Company, the Shares shall be dealt with in the following manner as the Directors of the Company may decide:-

(i) cancel the Shares so purchased; or
(ii) retain the Shares so purchased as treasury shares; or
(iii) retain part of the Shares so purchased as treasury shares and/or cancel the remainder of the Shares/ treasury shares; or
(iv) distribute the treasury shares as dividends to shareholders; or
(v) resell the treasury shares or any of the treasury shares on Bursa Securities in accordance with the relevant rules of Bursa Securities; or
(vi) transfer the treasury shares or any of the treasury shares for the purposes of or under an employees' share scheme; or
(vii) transfer the treasury shares or any of the treasury shares as purchase consideration; or
(viii) sell, transfer or otherwise use the treasury shares for such other purposes as the Minister charged with the responsibility for companies may by order prescribe.

THAT the Directors of the Company be and are hereby authorised to take all such steps and enter into all agreements, arrangements and guarantees with any party or parties as are necessary to implement, finalise and give full effect to the aforesaid purchase with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments (if any) as may be imposed by the relevant authorities from time to time to implement or to effect the purchase of its own shares."

1. To transact any other business of which due notice shall have been received.

BY ORDER OF THE BOARD

SEOW FEI SAN (SSM Practising Certificate No. 201908002299)

MOK MEE KEE (SSM Practising Certificate No. 201908002288)

Secretaries

Petaling Jaya

26 May 2026

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Binastra Corporation Berhad

NOTICE OF THE 23RD ANNUAL GENERAL MEETING (CONT'D)

Notes:-

1. Attendance

1.1 For the purposes of determining a member who shall be entitled to attend and vote at this 23rd AGM, the Company shall be requesting Record of Depositors as at 24 June 2026. Only depositors whose names appear on this Record of Depositors shall be regarded as members and entitled to attend, participate, speak and vote in this 23rd AGM.

2. Proxy

2.1 A member who is entitled to attend, participate, speak and vote at this 23rd AGM is entitled to appoint a proxy or attorney or in the case of a corporation, to appoint a duly authorised representative to attend, participate, speak and vote in his/her place. A proxy may but need not be a member of the Company. Members who are unable to attend, participate, speak and vote in this 23rd AGM may appoint the Chairman of the meeting as his/her proxy to vote in his/her stead and indicate the voting instructions in the Form of Proxy.

2.2 Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act 1991 ("Central Depositories Act"), it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.

2.3 Where a member of the Company is an exempt authorised nominee as defined under the Central Depositories Act which holds ordinary shares in the Company for multiple beneficial owners in one securities account ("Omnibus Account"), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Central Depositories Act which is exempted from compliance with the provisions of Section 25A(1) of the Central Depositories Act.

2.4 The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing (or if such appointor is a corporation, either under its Common Seal or under the hand of an officer or attorney duly authorised or in some other manner approved by Directors).

Any authority pursuant to which such an appointment is made by a power of attorney must be deposited with the Share Registrar's office at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, Tricor Drop-in Box located at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia not less than forty-eight (48) hours before the time appointed for holding the 23rd AGM at which the person named in the appointment proposes to vote. A copy of the power of attorney may be accepted provided that it is certified notarially and/or in accordance with the applicable legal requirements in the relevant jurisdiction in which it is executed. To attend, participate and vote, the attorney should refer to the Administrative Guide for the 23rd AGM for further details.

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Binastra Corporation Berhad

NOTICE OF THE 23RD ANNUAL GENERAL MEETING (CONT'D)

2. Proxy (Cont'd)

2.5 The appointment of a proxy may be made in a hard copy form or by electronic means in the following manner and must be received by the Company not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote:

In hard copy

The instrument appointing a proxy must be deposited at the Share Registrar's office at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, Tricor Drop-in Box located at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.

By Electronic form

The appointment of proxy must be made and submitted via Vistra Share Registry and IPO (MY) portal at https://srmy.vistra.com. Please refer to the Administrative Guide on the procedures for electronic lodgement of the Form of Proxy.

Last date and time for lodging the Form of Proxy is Tuesday, 30 June 2026 at 11.00 a.m.

3. Audited Financial Statements for the financial year ended 31 January 2026

The audited financial statements are laid before the members pursuant to Section 340(1) of the Companies Act 2016 ("Act"). The members' approval on the audited financial statements is not required and the same is for discussion only, hence, the matter will not be put for voting.

4. Ordinary Resolutions 1 and 2: Directors' fees and benefits payable to the Non-Executive Directors

Pursuant to Section 230(1) of the Act, the fees of the directors and any benefits payable to the directors of a listed company and its subsidiaries shall be approved at a general meeting. In this respect, the Board agreed that the shareholders' approval shall be sought at the 23rd AGM on the Directors' fees and benefits in two (2) separate resolutions as set out below:

• Ordinary Resolution 1 on payment of Directors' fees

The Directors' fees payable to the Non-Executive Directors from 3 July 2026 until the conclusion of the next AGM ("Mandated Period") is estimated not to exceed RM300,000 ("2026 Directors' Fees Mandate Limit").

• Ordinary Resolution 2 on payment of Directors' benefits (excluding Directors' fees)

The Directors' benefits payable to the Directors are essentially the meeting allowance for attendance of Board/ Board Committee meetings/General Meetings of the Company and benefit-in-kind. The Directors' benefits for the Mandated Period is estimated not to exceed RM60,000 ("2026 Directors' Benefits Mandate Limit").

The Board will seek shareholders' approval at the general meeting in the event the amount of the 2026 Directors' Fees Mandate Limit and/or the 2026 Directors' Benefits Mandate Limit is insufficient to pay the Non-Executive Directors for their services for the Mandated Period due to an increase in Board/Board Committee meetings, increase in Board size or unforeseen circumstances.

Ordinary Resolutions 1 and 2, if approved by the shareholders, will empower the Board to pay the Directors' fees and benefits to the Non-Executive Directors of the Company on a monthly basis and/or as and when incurred for services rendered by the Non-Executive Directors throughout the Mandated Period.

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Binastra Corporation Berhad

NOTICE OF THE 23RD ANNUAL GENERAL MEETING (CONT'D)

5. Ordinary Resolutions 3 and 4: Re-election of Directors

Article 119 of the Company's Constitution provides that at the annual general meeting in every year, one-third of the Directors of the Company for the time being, or if the number is not a multiple of three, then the number nearest to one-third shall retire from office so that all Directors shall retire from office once at least in each three (3) years. A retiring Director shall retain office until the close of the meeting at which he retires. Also, a retiring Director shall be eligible for re-election at the AGM.

The Board endorsed the Nomination Committee ("NC")'s assessment in determining the eligibility of the Directors standing for re-election at the 23rd AGM and having satisfied with the Directors' performances, accepted the NC's recommendation to seek shareholders' approval for the re-election of the retiring Directors at the 23rd AGM. The retiring Directors, being eligible for re-election, have given their consent for re-election.

6. Ordinary Resolution 6: Authority to Allot Shares

Ordinary Resolution 6, if passed, will empower the Directors of the Company to allot and issue shares not exceeding 10% of the issued shares of the Company subject to the approvals of all the relevant governmental and/or other regulatory bodies and for such purposes as the Directors consider would be in the interest of the Company.

The authorisation, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next AGM of the Company.

The authorisation will provide flexibility to the Company for any possible fundraising activities, including but not limited to further placing of shares, for purpose of funding future business expansion and investment activities / projects, working capital, repayment of bank borrowing and/or acquisitions.

As at the date of printing of this Annual Report, no new share was issued by the Company pursuant to the authority granted to the Directors at the 22nd AGM held on 3 July 2025 and the said authority will lapse at the conclusion of the 23rd AGM.

7. Ordinary Resolutions 7 and 8: Proposed Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

The proposed Ordinary Resolutions 7 and 8, if passed, will enable the Company and/or its Subsidiaries to enter into recurrent transactions involving the interests of Related Parties, which are of a revenue or trading nature and necessary for the Group's day-to-day operations, subject to the transactions being carried out in the ordinary course of business and on terms not to the detriment of the minority shareholders of the Company.

Further information on the proposed shareholders' mandate for recurrent related party transactions of a revenue or trading nature is set out in the Circular to Shareholders dated 26 May 2026, which is despatched together with the Notice of the 23rd AGM.

8. Ordinary Resolution 9: Proposed Share Buy-back Authority

The proposed Ordinary Resolution No. 9, if passed, will empower the Directors of the Company to purchase the Company's ordinary shares of up to ten percent (10%) of the total number of issued shares of the Company by utilising the funds allocated which shall not exceed the total retained earnings of the Company. Further information on the proposed share buy-back authority is set out in the Circular to Shareholders dated 26 May 2026, which is despatched together with the Notice of the 23rd AGM.