NagaCorp Ltd. — Proxy Solicitation & Information Statement 2026

Apr 28, 2026

NAGACORP

金界控股有限公司

NAGACORP LTD.

金界控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3918)

FORM OF PROXY

FOR 2026 ANNUAL GENERAL MEETING

I/We (Name) _________ (Block capitals, please)

of (Address) _________ being the

registered holder(s) of _________ (see Note 1) shares of US$0.0125 each in the capital of NagaCorp Ltd. (the "Company") hereby appoint

(Name) _________

of (Address) _________

or failing him/her (Name) _________

of (Address) _________

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend the annual general meeting of the Company (the "AGM") to be held at Chamber Theatre, 22/F United Centre, 95 Queensway, Hong Kong on Thursday, 25 June 2026 at 10:00 a.m. (or any adjournment or postponement thereof) for considering and, if thought fit, passing the following resolutions as set out in the notice convening the AGM and at the AGM to vote on behalf of me/us and in my/our name(s) in respect of the said resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit and to vote on behalf of me/us and in my/our name(s) on any resolutions duly proposed at the AGM.

Ordinary Resolutions*		For (see Note 3)	Against (see Note 3)
1.	To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Director(s)") and independent auditor for the year ended 31 December 2025 (the "Year").
2.	To declare the final dividend in respect of the Year.
3.	To re-elect Mr. Leong Choong Wah as an independent non-executive Director.
4.	To re-elect Mr. Michael Lai Kai Jin, who has served the Company for more than nine years, as an independent non-executive Director.
5.	To authorize the board of Directors (the "Board") to fix the Directors' remuneration for the year ending 31 December 2026.
6.	To re-appoint BDO Limited as the independent auditor of the Company and to authorize the Board to fix their remuneration.
7.	(A) To give a general mandate to the Directors to allot, issue and deal with additional shares (including any sale and transfer of treasury shares), not exceeding 20% of the total number of issued shares (excluding treasury shares, if any) of the Company.
	(B) To give a general mandate to the Directors to buy back shares, not exceeding 10% of the total number of issued shares (excluding treasury shares, if any) of the Company.
	(C) Subject to the passing of Ordinary Resolution Nos. 7(A) and (B), to extend the authority given to the Directors pursuant to Ordinary Resolution No. 7(A) to issue shares by adding the number of issued shares of the Company bought back under Ordinary Resolution No. 7(B).
8.	To approve and adopt a new share option scheme.

• The full text of the proposed resolutions is set out in the notice of the AGM.

Signature(s) _________ (see Note 5)

Dated this ________ day of ________ 2026

Notes:

1. Please insert the number of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
2. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words "the chairman of the meeting", and insert the name(s) of the person(s) appointed as proxy in the space provided. Any alteration made to this form of proxy must be initialed by the person who signs it.
3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK (☐) THE BOX MARKED "For". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK (☐) THE BOX MARKED "Against". Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the AGM.
4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorized on that behalf.
5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of each share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the AGM, the vote of the senior who renders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members in respect of each share shall alone be entitled to vote in respect thereof.
6. To be valid, this form of proxy must be completed, signed and deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, together with the power of attorney or any other authority under which it is signed (or a certified copy thereof), no later than 48 hours before the time for holding the AGM (or any adjournment or postponement thereof). The completion and return of the form of proxy shall not preclude members of the Company from attending and voting in person at the AGM (or any adjournment or postponement thereof).
7. A proxy need not be a member of the Company.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this proxy form has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Cap 486 (the "PDPO"), which may include your and/or your proxy's name and address.

Your and your proxy's Personal Data provided in this form will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the AGM. Your supply of your and your proxy's Personal Data is on voluntary basis. However, the Company may not be able to process your request unless you provide us with such Personal Data.

Your and your proxy's Personal Data will be disclosed or transferred to the Company's share registrar and/or other companies or bodies for the purpose stated above, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency's request, and will be retained for such period as may be necessary for the Company's verification and record purpose.

By providing your proxy's Personal Data in this form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this form and that you have informed your proxy of the purpose for and the manner in which his/her data may be used.

You/your proxy have/has the right to request access to and/or correction of your/your proxy's Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy's Personal Data should be addressed in writing to Personal Data Privacy Officer, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.