ICT ZONE ASIA BERHAD — Proxy Solicitation & Information Statement 2026

May 25, 2026

ICT ZONE

ICT ZONE ASIA BERHAD

Registration No. 201901003459 (1312785-X)

(Incorporated in Malaysia)

NOTICE OF SEVENTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Seventh Annual General Meeting ("7th AGM") of ICT Zone Asia Berhad ("ICT Zone Asia" or "Company") will be held at Ground Floor, Block J, Essoila Business Park, Jalan Ampang Putra, 50100 Kuala Lumpur, Wilayah Penerkotaan on Wednesday, 22 July 2020 at 10:25 a.m. or at any adjournment thereof, for the transaction of the following businesses:

Ordinary Business

1. To receive the Audited Financial Statements for the financial year ended 31 January 2026 together with the Reports of the Directors and Auditors thereon.

2. To approve the payment of Directors' fees and other benefits payable up to R56420.000.00 for the period commencing from the day after the conclusion of the 7th AGM of the Company until the conclusion of the 8th AGM of the Company in the year 2021.

3. To re-elect the following Directors, who are retiring by rotation in accordance with Clause 105(1) of the Company's Constitution:
   (a) Lot Nide Kwang; and
   (b) Sim Shu Mai

4. To re-appoint Mewars, PKP PLT as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration.

Special Business

To consider and, if thought fit, to pass with or without modifications the following resolution:

1. Authority to allot and issue shares pursuant to Sections 75 and 76 of the Companies Act 2016

THAT pursuant to Sections 75 and 76 of the Act and subject to the approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby empowered to issue shares in the capital of the Company from time to time and to make sure terms and conditions and for such purposes are met and that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the total number of issued shares of the Company or such higher percentage as Bursa Malaysia Securities (former) "Bursa Securities" allowed for the time being and that the Directors be and are hereby also empowered to obtain approval from Bursa Securities for the listing and quotation of the additional shares so issued and that such authority shall continue to be in force until the conclusion of the next AGM of the Company, unless revoked or varied by ordinary resolution of the Company at a general meeting.

AND THAT the new shares to be issued shall, upon abstract and issuance, not be equal or all respects with the existing shares of the Company, save and except that they shall not be entitled to any dividends, rights, allotments and/or any other forms of distribution that which may be declared, made or past before the date of allotment of such new shares.

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

By Order of the Board:

T&N TONG LANG (MACEA TRAVAE) / S308 PC No. 2022060692501
ENG KHOGIN HONG (MACEA 7031959 / S308 PC No. 202000001690)
Company Secretaries

Date: 28 May 2026
Kuala Lumpur

Notes:

(1) A member of the Company entitled to attend and vote at this meeting may appoint (crouzies) (or in case of a corporation, a duly authorised representative) to attend and vote on his/her stead. A proxy may, but need not be a member of the Company.

(2) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, the proxy form shall be executed either under its common seal or under the hand of an officer or attorney duly authorised.

(3) Where a member appoints 1 or more proxies, he/she shall specify the proportion of his/her shareholding to be represented by each proxy. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a part. A proxy appointed to attend and vote at a meeting of the Company shall have the same rights as the member to speak at the meeting.

(4) Where a member of the Company is an exempt authorised member as defined under the Securities Industry (Central Securities) Act 1981 which holds ordinary shares in the Company for multiple beneficial owners in one securities account ("Directives Account") there is no limits the number of proxies which the exempt authorised member may appoint in respect of each (Amiskia Account) inside.

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

(6) A hard copy form
In the case of an appointment made in hard copy form, this proxy form must be deposited with the Share Register of the Company at Master Corporate Services Sdn Bhd at B-21-1, Level 01, Town 8, Northpoint Mill Valley City, NJ. 1, Master Staff Point, West, 50000 Kuala Lumpur, Wilayah Penerkotaan, Malaysia.

(6) By electronic means
The proxy form can be electronically submitted to the Share Register of the Company at a promulgation con-leg.

(6) Any authority pursuant to which such an appointment is made by a power of attorney must be deposited with the Share Register of the Company at Master Corporate Services Sdn Bhd at B-21-1, Level 01, Town 8, Northpoint Mill Valley City, NJ. 1, Master Head Point, West, 50000 Kuala Lumpur, Wilayah Penerkotaan, Malaysia, not less than forty-eight (48) hours before the time appointed for holding this 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 entitled noticeably to the approval of the trustee of the applicant/regulator or attorney.

(7) For a corporate member who has appointed an authorized representative, must deposit the CERNSHANL, a certificate of appointment of authorised representative with the Share Register of the Company at Master Corporate Services Sdn Bhd at B-21-1, Level 01, Town 8, Northpoint Mill Valley City, NJ. 1, Master Card Point, West, 50000 Kuala Lumpur, Wilayah Penerkotaan, Malaysia, not less than forty-eight (48) hours before the time appointed for holding this AGM. The certificate of appointment of authorised representative should be executed in the following manner:

(8) If the corporate member has a common seal, the certificate of appointment of authorised representative should be executed under seal in accordance with the constitution of the corporate member.

(9) Any person who has not also not been a common seal, the certificate of appointment of authorised representative should be affixed with the rubber stamp of the corporate member (if any) and executed by:

(a) a head two (2) authorised officers, of whom one shall be a director,
(b) any director and/or authorised officers in accordance with the laws of the country under which the corporate member is incorporated.

(9) Only the member whose names appear on the Record of Depositions as of 14 July 2020 (And/or other details) is absent and who at this meeting or appoint (crouzies) is absent and vote on their behalf.

(9) Pursuant to Rule 6.214 of the ACE Market Listing Requirement of Bursa Securities, all resolutions set out in this Notice of 7th AGM will be put to vote by way of poll.

(10) The Personal Data Protection Act 2010, which regulates the processing of personal data in a personal transaction, applies to the Company. By providing to us or our agents your personal data which may include your name, contact details and mailing address, our twenty consent, agree and authorise the processing and/or disclosure of our personal data of or relating to you for the purpose of issuing the notice of this meeting and converting the meeting, including but not limited to preparation and compilation of documents and other matters, whether or not supplied by you. The further confirm in have obtained the consent, agreement and/or authorisation of all persons whose personal data is now disclosed and/or processed, in connection with the process of the process of the process of the process of the process of the process of the process of the process of the

EXPLANATORY NOTES ON:

Ordinary Business

Item 7 of the Agenda - Audited financial statements for the financial year ended 31 January 2026

The item in the agenda is solely for discussion purposes, as Section 340(1)(a) of the Companies Act 2016 does not require shareholders to formally approve the audited financial statements. Therefore, the text will not be put forward for review.

Ordinary Resolution 1: Payment of Directors' fees and other benefits

Pursuant to Section 235(1) of the Companies Act 2016, the fees of the Directors and any benefits payable to the Directors of the Company and its subsidiaries shall be approved at a general meeting.

If passed, the proposed Ordinary Resolution 1 will facilitate the payment of the proposed Directors' fees and other benefits amounting to R5620.000.00 for the period commencing from the day after the conclusion of the 7th AGM of the Company until the conclusion of the 8th AGM of the Company in the year 2021. The total estimated amount of Directors' benefit payable in calculated based on the number of scheduled meetings of the Company's Board of Directors ("Bozers") and other benefits from the conclusion of 7th AGM or at any adjournment thereof until the conclusion of the next AGM of the Company.

In the event that the proposed amount is insufficient (e.g. due to more meetings or enlarged board composition size), approval will be sought at the next AGM of the Company for additional fees to meet the shortfall.

Ordinary Resolutions 2 to 3: Re-election of Directors who retire in accordance with Clause 105(1) of the Company's Constitution

Clause 105(1) of the Company's Constitution provides that an election of Directors shall take place each year at the AGM of the Company, where one-third of the Directors for the time being, or, if their number is not 2 or a multiple of 3, then the number named to one-third shall retire from office and be eligible for re-election. PROCEED IN UNITED less the Directors shall retire from office once a year. The balance of the balance shall be paid by the members of the Company, if the Director of the Company is not a member of the Company.

For the purpose of determining the eligibility of the Director to stand for re-election at this AGM, the Board through its Reminding Committee had assessed the performance and contribution of each of the retiring Director. Based on the results of the respective Director's performance evaluation conducted, the Board is available with the Directors' performance and the level of contribution to the Board through their knowledge, skills and commitment as well as their abilities to act in the least interest of the Company.

The Board has therefore recommended 5th Lim Kok Hwang and 6th. Soh Yoo Hae who are sending for re-election as the Directors of the Company pursuant to Clause 105(1) of the Company's Constitution at the forthcoming 7th AGM of the Company and who are being eligible for re-election have offered themselves for re-election in accordance with the Company's Constitution.

Ordinary Resolution 4: Re-appointment of Auditors

Pursuant to Section 277(2) of the Companies Act 2015, the shareholders shall appoint Auditors who shall hold office until the conclusion of the next AGM of the Company. The current Auditors, Mewars, PKP PLT ("PKP") has expressed its willingness to continue in the office.

The Board, through the Audit and Risk Management Committee, has reviewed and is satisfied with the performance and independence of PKP during the financial year under review. The Board has therefore recommended the re-appointment of PKP as the external auditors of the Company for the financial year ending 31 January 2027.

Special Business

Ordinary Resolution 5: Authority to allot and issue shares in general pursuant to Sections 75 and 76 of the Companies Act 2016

The proposed Ordinary Resolution 5, if passed, will grant the Company a renewed general mandate ("General Mandate") under Sections 75 and 76 of the Companies Act 2016 and subject to Listing Requirements of Bursa Securities.

As at the date of this Notice, the Company has not issued any ordinary shares pursuant to the general mandate granted by the shareholders at the 5th AGM of the Company held on 15 July 2025 and hence, no proceeds were stated therefrom.

The proposed Ordinary Resolution 5, if passed, will review the general mandate given to the Directors of the Company in able ordinary shares of the Company from time to time and respond the mandate to grant rights to subsidize for shares of the Company, current and security into shares of the Company, or able shares under an agreement or option to effect at any time and from time to time and to report the same as the original, relevant and subject to the general mandate. The general mandate is also a general guarantee that the Company shall have the right to make and extend all other transactions in general pursuant to Section 75 and 76 of the Companies Act 2016, and the general mandate is a general guarantee that the Company shall have the right to make and extend any transactions in general pursuant to Section 75 and 76 of the Companies Act 2016.

The Renewal General Mandate will enable the Directors to allot and issue ordinary shares at any time without converting a general meeting which will be held time and cost consuming. The mandate will provide flexibility to the Company for any possible acquisitions and/or formulating activities, including but not limited to the placement of shares for the purpose of funding current and/or future investment projects, working capital, repayment of bank borrowings, operational expenditures and/or acquisitions or such other application as the Directors may deem fit in the best interest of the Company.