NESTCON BERHAD — Proxy Solicitation & Information Statement 2026

Jun 11, 2026

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NESTCON

NESTCON BERHAD

[RegistraBank No.: 202001004644-11365004-W]

(Incorporated in Malaysia)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting ("EGM") of Nestcon Berhad ("Nestcon" or "Company") will be held at DoubleTree by Hilton Shah Alam I City, Finance Avenue, 40000 Shah Alam, Selangor on Tuesday, 30 June 2026 at 11:00 a.m. or immediately after the conclusion of the Sixth Annual General Meeting of the Company, which will be held at the same venue on the same day at 10:00 a.m., or any adjournment thereof, for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTION 1

PROPOSED ACQUISITION BY NESTCON ISRANDAR PUTERI SON. BHD., AN INDIRECT 70%-OWNED SUBSIDIARY OF NESTCON ("NESTCON ISRANDAR"), OF 3 PARCELS OF LAND LOCATED IN MUKHI PULAI, DAERAH JOINTAR BAHRIJ, JOHOR DARUS, TICZIK, WITH A TOTAL LAND AREA OF APPROXIMATELY 32,782.284 SQUARE METRE FROM KLG ISRANDAR PUTERI SON. BHD. ("KLG ISRANDAR") FOR 6 TOTAL CASH CONSIDERATION OF RRP5.00 MILLION ("PROPOSED ACQUISITION")

THAT subject to the provisions of the Constitution of Nestcon and its subsidiaries ("Nestcon Group"), the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") "Listing Requirements" and the approvals of all authorities (if required), approval be and is hereby granted to Nestcon Iskandar to acquire 3 parcels of land all located in Mukim Pulai, Daerah Johor Bahru, Johor Darul Ticzen, with a total land area of approximately 33,782.284 square metre from KLG Iskandar for a total cash consideration of RRP5.00 million, subject to and upon such terms and conditions as set out in the conditional sales and purchase agreement dated 10 April 2026 entered into between Nestcon Iskandar and KLG Iskandar in relation to the Proposed Acquisition ("SPA").

THAT the Board of Directors of the Company ("Board") be and is hereby authorized and empowered to do all acts, deeds and things and to make all such decisions as they may in their absolute discretion deem fit, necessary expedient and/or appropriate in connection with or to give full effect to the Proposed Acquisition, with full powers to assent to any conditions, modifications, variations and/or amendments as may be required, at their discretion and/or imposed or permitted by the relevant authorities and/or parties.

AND THAT the Board be and is hereby authorized to execute, sign and deliver all such documents and/or agreements with any party or parties, and to take all necessary steps for and on behalf of the company as they may deem fit, necessary, expedient and/or appropriate in order to implement, finalize and give full effect to the Proposed Acquisition."

ORDINARY RESOLUTION 2

PROPOSED DIVERSIFICATION OF THE EXISTING BUSINESS OF NESTCON GROUP TO INCLUDE PROPERTY DEVELOPMENT ("PROPOSED DIVERSIFICATION")

THAT subject to the Listing Requirements of Bursa Securities and approvals of all relevant authorities and/or parties (where required) being obtained, approval be and is hereby given to the Group to diversify its existing business activities to include property development.

AND THAT the Board be and is hereby authorized to do all acts, deeds and things, to enter into any arrangements, transactions, agreements and/or undertakings and to sign and execute, deliver and cause to be delivered for and on behalf of the Company all such documents as may be necessary to give effect to and to complete the Proposed Diversification with full powers to assent to or make any conditions, modifications, variations and/or amendments in any manner as may be required or permitted or imposed by any relevant by the relevant authorities and to deal with all matters relating thereto and to take all steps and actions as the Board may deem fit or expedient in the best interest of the Group and in order to implement, finalise, and give full effect to the Proposed Diversification."

BY ORDER OF THE BOARD

NESTCON BERHAD

TEO SOON MEI (SSM PC No. 201908000235) (MAICSA 7018590)

NAZIRAN BINTI NAZRI (SSM PC No. 202408000275) (MAICSA 7071328)

Company Secretaries

Kuala Lumpur

15 June 2026

Notes:

(1) A member who is entitled to attend and vote at the EGM shall be entitled to appoint not more than two (2) proxies to attend, participate and vote on his/her behalf at the EGM. A proxy may but need not be a member of the Company, and need also not be an advocate, an approved company auditor or a person approved by the registrar of the Company. Where a member appoints two (2) proxies to attend the EGM, the member shall specify the proportion of his/her shareholding to be represented by each proxy, failing which the appointment shall be invalid.

(2) Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, he/she may appoint at least one (1) proxy but not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. The appointment of two (2) proxies in respect of any particular securities account shall be invalid unless the authorised nominee specifies the proportion of its shareholding to be represented by each proxy.

(3) Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) 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. The appointment of 3 or more proxies in respect of any particular Omnibus Account shall be invalid unless the exempt authorised nominee specifies the proportion of its shareholding to be represented by each proxy.

(4) The instrument appointing a proxy and the power of attorney or other authority, if any, shall be in writing under the hand of appointee or of his attorney duly authorised in writing or a copy of that power of attorney, certified by an advocate and solicitor, or where the appointee is a corporation, either under the corporation's common seal or under the hand of an officer or attorney duly authorised, Any alteration in the form of proxy must be initialed.

(5) The instrument appointing a proxy may be made via hardcopy 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 EGM or at any adjournment thereof:

(i) In Hardcopy Form

The Form of Proxy shall be deposited at the office of the Company's share registrar, Symphony Corporate Services Sdn. Bhd. at 5-4-04, The Gamuda Biz Suites, Jalan Anggerik Venilla 31/99, 40460 Kota Kemuning, Shah Alam, Selangor.

(ii) By Electronic Means

The Form of Proxy shall be electronically submitted via Symphony Corporate Services Sdn. Bhd's Online website at https://www.symphonycorporateservices.com.my (Domain Registration No. D1C534619-WYNC). Please refer to the Administrative Guide for the EGM for further information on the electronic submission.

(6) Pursuant to Rule 8.31A(1) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the resolutions set out in this Notice of EGM will be put to vote by poll.

In respect of deposited securities, only members whose names appear in the Record of Depositors on 23 June 2026 (General Meeting Record of Depositors) shall be entitled to attend, participate and vote at the EGM, or to appoint proxy(s) to attend, participate and vote on their behalf.

(8) Those form of proxy(s) which are indicated with "J" in the spaces provided to show how the votes are to be cast will also be accepted.

(9) Shareholders are advised to check the Company's website at https://www.nestcon.my/Investor-Centre-Reports.html and announcements from time to time for any changes to the Administrative Guide of the EGM.

Personal data privacy:

By submitting an instrument appointing proxy(ies) and/or representative(s) to attend, participate and vote at the EGM and/or any adjournment thereof, the member of the Company:

(i) consents to the collection, use and disclose of the members' personal data by the Company (or its agents) for the purpose of processing and the 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 agent) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Purpose").

(ii) warrants that the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclose of the proxy(ies) and/or representative(s) personal data by the Company for the Purposes; and

(iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses, and damages as a result of the member's breach of warranty.

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NESTCON

NESTCON BERHAD

[Registration No.: 202001008684 (1365004-W)]

(Incorporated in Malaysia)

ADMINISTRATIVE GUIDE FOR THE EXTRAORDINARY GENERAL MEETING ("EGM")

Day and Date : Tuesday, 30 June 2026

Time : 11:00 a.m. or immediately upon the conclusion of the Sixth Annual General Meeting ("6th AGM"), or any adjournment thereof

Main Venue : DoubleTree by Hilton Shah Alam i-City, Finance Avenue, 40000 Shah Alam, Selangor Darul Ehsan

REGISTRATION ON THE DAY OF EGM

The registration counter will be opened at 8:30 a.m. on Tuesday, 30 June 2026 at DoubleTree by Hilton Shah Alam i-City, Finance Avenue, 40000 Shah Alam, Selangor Darul Ehsan.

Attendees are requested to produce/show their original MyKAD or Passport (for non-Malaysian) to the registration personnel for verification purposes. Kindly ensure the original MyKAD or Passport is returned to you thereafter. Please take note that no person will be allowed to register on behalf of another person, even with the original MyKAD or Passport of that person.

PARKING

Vehicles may be parked at the designated location at your convenience. Please be advised that the parking fees are to be borne by the individual parking the vehicle.

NO DOOR GIFT OR FOOD VOUCHERS

Please be informed that no door gift or food voucher will be provided to members/proxies at the Main Venue. Light refreshments will be provided.

MOBILE DEVICES

Please ensure that all mobile devices (i.e. phones/other sound emitting devices) are switched off or put in silent mode during the meeting to ensure smooth and uninterrupted proceedings.

Photography and recording of the meeting proceedings, either vocal and/or audio-visual, are strictly prohibited.

ELIGIBILITY TO ATTEND BASED ON THE RECORD OF DEPOSITORS

Only shareholders whose name appears on the Record of Depositors as at 23 June 2026 shall be entitled to attend, participate, speak and vote at the EGM or appoint proxy(ies) to attend, participate, speak and vote on his/her behalf in respect of the number of shares registered in his/her name at that time.

APPOINTMENT OF PROXY(IES)

A shareholder who is unable to attend the EGM on 30 June 2026 may appoint proxy or the Chairman of the meeting as your proxy and indicate the voting instructions in the Proxy Form.

If you wish to appoint proxy/proxies to participate in the EGM, the Proxy Form must be completed and deposited at the Share Registrar Office at S-4-04, The Gamuda Biz Suites, Jalan Anggerik Vanilla 31/99, 40460 Kota Kemuning, Shah Alam, Selangor Darul Ehsan not less than forty-eight (48) hours before convening the EGM, otherwise the Proxy Form shall be treated as invalid.

You may also submit the proxy appointment electronically ("E-Proxy Lodgement") via the Share Registrar website at https://www.symphonycorporateservices.com.my (Domain Registration No. D1C534619-MYNIC) ("SYMPHONY Portal"). For E-Proxy Lodgement, the individual shareholder is required to register as a user of the SYMPHONY Portal ("the Registration"). The procedures for the Registration and the E-Proxy Lodgement are outlined in Appendix I.

The last date and time for lodging the Proxy Form is on Sunday, 28 June 2026 at 11:00 a.m..

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NESTCON BERHAD
Registration No.: 202001008684 (1365004-W)
Administrative Guide for the Extraordinary General Meeting

Kindly note that if you wish to attend the EGM in person, you are advised not to submit a Proxy Form. If you attend the meeting yourself, your appointed proxy will not be allowed to attend on your behalf.

REVOCATION OF PROXY

If you have submitted your Proxy Form either in hard copy or by electronic means prior to the EGM, and subsequently, you have decided to appoint another person or wish to participate in the EGM yourself, please write to the Share Registrar at SYMPHONY Portal at symphonycorporateservices@gmail.com to revoke your earlier appointed proxy(ies) at least forty-eight (48) hours before the EGM or proceed to the Help Desk counter on the EGM day to do your proxy(ies) revocation.

VOTING PROCEDURE

Pursuant to Rule 8.31A of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the voting at the EGM will be conducted by poll. The Company has appointed Symphony Corporate Services Sdn Bhd as Poll Administrator to conduct the poll voting and Propoll Solutions Sdn Bhd as Independent Scrutineers to verify and validate the poll results.

SUBMISSION OF QUESTIONS FOR THE EGM

1. Prior to the Meeting

Shareholders may submit questions in relation to the agenda items of the EGM at ir@nestcon.my. Please submit your questions no later than 11:00 a.m. on Sunday, 28 June 2026. The responses to these questions will be shared at the EGM.

1. During the Meeting

You may also speak or raise questions during the meeting.

HEALTH AND SAFETY MEASURES

1. All physical attendees at the Main Venue must be medically fit to attend the EGM. If you have symptoms of being unwell with sore throat, flu, fever, cough or other common symptoms of COVID-19, you are advised not to attend the EGM physically or you are encouraged to keep your mask on during the meeting.

2. The Company will take the necessary measures against any of the attendees who do not meet the foregoing health protocols.

PERSONAL BELONGINGS

Please take care of your personal belongings. The Company will not be held responsible for any missing personal belongings.

ENQUIRIES

If you have any enquiries prior to the EGM, please contact our Share Registrar during office hours on Monday to Friday, from 9:00 a.m. to 5:00 p.m. (except public holidays), details are stated below:

SYMPHONY CORPORATE SERVICES SDN BHD

Address : S-4-04, The Gamuda Biz Suites, Jalan Anggerik Vanilla 31/99, 40460 Kota Kemuning, Shah Alam, Selangor Darul Ehsan.
General Line : 016 – 439 7718
Fax Number : 03 – 5131 9134
Email : symphonycorporateservices@gmail.com
Website : https://symphonycorporateservices.com.my

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 indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.

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NESTCON BERHAD

Registration No.: 202001008684 (1365004-W)

Administrative Guide for the Extraordinary General Meeting

Appendix I

E-Proxy Lodgement

Steps (applicable for individual shareholder ONLY)

1. Registration as a User of the SYMPHONY Portal

• Access the SYMPHONY Portal at https://www.symphonycorporateservices.com.my
• Click followed by to register as a new user.
• Please complete your registration by filling up the information required and upload a clear copy of your MyKAD (both front and back) or passport.
• You are required to read and agree to the terms and conditions before clicking on on the registration page.
• Please enter a valid email address in order for you to receive a verification email from SYMPHONY Portal.
• An email notification will be sent to you once your registration is verified and approved by SYMPHONY Portal.
• If you are an existing registered user of the SYMPHONY Portal, you do not need to register again.

2. E-Proxy Lodgement via SYMPHONY Portal

• An individual shareholder who has registered with SYMPHONY Portal will be able to lodge the E-Proxy Form by logging in to the SYMPHONY Portal.
• Login to the SYMPHONY Portal at https://www.symphonycorporateservices.com.my with your User ID and password.
• Click , search for the Nestcon Berhad EGM and click .
• Fill up the E-Proxy Form by inserting your CDS Account number, number of shares for each of your proxy(ies) and indicate your voting by selecting or . If no specific direction is given, the proxy will vote or abstain from voting at his/her discretion.
• Kindly review and check your completed E-Proxy Form and agree to the terms and conditions before clicking on for submission of the E-Proxy Form.