CTOS DIGITAL BERHAD — Proxy Solicitation & Information Statement 2026

May 27, 2026

CTOs

CTOS DIGITAL BERHAD

(Registration No. 201401025733 (1101823-A))

(Incorporated in Malaysia)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting ("EGM") of CTOS Digital Berhad ("CTOS" or the "Company") will be held physically at Corporate Meetings by Envivo, Ground Floor, Lobby 1, Crystal Plaza, No. 4, Jalan 51A/223, 46100 Petaling Jaya, Selangor on Thursday, 25 June 2026 at 11.30 a.m. or immediately upon the conclusion or adjournment (as the case may be) of the 2026 Annual General Meeting of CTOS (which will be held at the same venue on the same day at 9.30 a.m.), whichever is later, or at any adjournment of the EGM, for the purpose of considering and, if thought fit, passing with or without modifications, the following ordinary resolution:

ORDINARY RESOLUTION

PROPOSED ALLOCATION OF OPTIONS UNDER THE EMPLOYEES' SHARE OPTION SCHEME OF CTOS DIGITAL BERHAD TO ANKUR SEHGAL, THE EXECUTIVE DIRECTOR AND GROUP CHIEF EXECUTIVE OFFICER OF CTOS ("PROPOSED ALLOCATION")

"THAT subject to the approvals of the relevant authorities and/or parties (where applicable) being obtained, approval be and is hereby given to the Board of Directors of CTOS ("Board") to authorise the Employees' Share Option Scheme ("ESOS") Committee to award and grant to Ankur Sehgal, being the Executive Director and Group Chief Executive Officer of the Company, from time to time throughout the duration of ESOS, the options to subscribe for new ordinary shares in CTOS ("Shares") available under the ESOS ("ESOS Options"), provided always that:

(i) he does not participate in the deliberation or discussion of his own allocation and the allocation to any persons connected to him;
(ii) subject to item (iii) below, the number of ESOS Options that may be granted to him is up to 2,700,000 ESOS Options under the Proposed Allocation;
(iii) not more than 10% of the new Shares available under the ESOS shall be allocated to him if he, either singly or collectively through persons connected with him, holds 20% or more of the total number of issued shares (excluding treasury shares, if any) of the Company; and
(iv) subject always to such terms and conditions and/or any adjustments which may be made in accordance with the By-Laws governing and constituting the ESOS and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad or any prevailing guidelines issued by Bursa Malaysia Securities Berhad or any other relevant authorities, as amended from time to time.

AND THAT the Board be and is hereby authorised to allot and issue from time to time such number of new Shares to Ankur Sehgal upon the exercise of ESOS Options that may be granted to him under the Proposed Allocation."

BY ORDER OF THE BOARD

NG CHEONG SENG (SSM PC NO. 202408000584) (MIA 17444)

KOOI EE LIN (SSM PC NO. 201908001822) (MAICSA 7066158)

Company Secretaries

Kuala Lumpur

29 May 2026

Notes:

1. For the purpose of determining who shall be entitled to attend this General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company, the Record of Depositors as of 16 June 2026. Only a member whose name appears on this Record of Depositors shall be entitled to attend this General Meeting or appoint a proxy to attend, speak and vote on his/her/its behalf.
2. A member entitled to attend and vote at this General Meeting 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 place. A proxy may but need not be a member of the Company.
3. A member of the Company who is entitled to attend and vote at a General Meeting of the Company may appoint not more than two (2) proxies to attend, participate, speak and vote instead of the member at the General Meeting.
4. 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.
5. Where a member of the Company is an exempt authorised nominee 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.
6. Where a member appoints more than one (1) proxy, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.
7. 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 General Meeting or adjourned general meeting at which the person named in the appointment proposes to vote:

(a) In hard copy form

The original Proxy Form and the power of attorney or other authority, if any, under which it is signed or a notarially certified or office copy of that power or authority shall be deposited at the Company's Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd ("Tricor") at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively to be deposited in the drop-box located at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.

(i) By electronic means

The Proxy Form can be electronically lodged with Tricor via Vistra Share Registry and IPO (MY) portal at https://srmy.vistra.com. Please follow the procedures set out in the Administrative Notes.

1. For a corporate member who has appointed an authorised representative, please deposit the original certificate of appointment of corporate representative with Tricor at the address stated in Note 7(i) above, before the time appointed for holding this general meeting or adjourned meeting.
2. Last date and time for lodging the Proxy Form is Tuesday, 23 June 2026 at 11.30 a.m.

Personal data privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member's personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will fully and wholly indemnify the Company on full indemnity basis (whether demanded or not) in respect of any penalty, liability, claim, demand, loss and damage as a result of the member's breach of warranty.