WENTEL ENGINEERING HOLDINGS BERHAD — Proxy Solicitation & Information Statement 2026

May 20, 2026

Engineering

WENTEL ENGINEERING HOLDINGS BERHAD

(Registration No. 202301007290 (1501211-T))

(Incorporated in Malaysia)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting ("EGM") of Wentel Engineering Holdings Berhad ("Wentel" or the "Company") will be held at Trading Post (Hall) of Ponderosa Golf & Country Resort Berhad, No. 3, Jalan Ponderosa 1, Taman Ponderosa, 81100 Johor Bahru, Johor on Tuesday, 16 June 2026 at 10:00 a.m. or at any adjournment thereof for the purpose of considering and if thought fit, passing with or without any modifications, the following ordinary resolution:

ORDINARY RESOLUTION

PROPOSED ACQUISITION BY WENTEL ENGINEERING SDN BHD ("WESB" OR THE "PURCHASEB"), A WHOLLY-OWNED SUBSIDIARY OF WENTEL, OF 2 UNITS OF MEDIUM INDUSTRIAL SEMI-DETACHED FACTORIES (INDIVIDUALLY REFERRED TO AS "SUBJECT PROPERTY 1" AND "SUBJECT PROPERTY 2" RESPECTIVELY, AND COLLECTIVELY, THE "SUBJECT PROPERTIES") TO BE ERECTED ON THE MASTER PRESHOULD LAND HELD UNDER TITLE NO. GRN 99403 LOT NO. 813, MUKIM TEBRAG, DISTRICT OF JOHOR BAHRU, STATE OF JOHOR ("MASTER LAND"), FORMING PART OF A PROPOSED INDUSTRIAL DEVELOPMENT PROJECT NAMED "GALAXY INDUSTRIAL PARK" FROM TWIN GALAXY DEVELOPMENT SDN BHD ("TGDSB" OR THE "VENDOR"), BEING A RELATED PARTY, FOR A TOTAL CASH CONSIDERATION OF RM29,576,970 ("PURCHASE CONSIDERATION") ("PROPOSED ACQUISITION").

THAT subject to the provisions of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad and the approvals/ consents of all relevant parties and/or authorities being obtained (where required), approval be and is hereby given to WSSB to acquire the Subject Properties held under the Master Land from the Vendor, being a related party, for a total cash consideration of RM29,576,970, upon such terms and conditions set out in the conditional sale and purchase agreements dated 18 March 2026 entered into between WSSB and the Vendor.

AND THAT the Board of Directors of the Company (save for Ban Kim Wah and Wong Chun Wei) be and is hereby empowered and authorised to do all acts, deeds and things and to execute, sign, deliver and cause to be delivered on behalf of the Company all such documents and/or arrangements as may be necessary to give effect to complete the Proposed Acquisition and to assent to any conditions, modifications, variations and/or amendments in any manner as may be required by the relevant authorities or as the Directors of the Company may deem fit, necessary and/or expedient in order to implement, finalise and give full effect to the Proposed Acquisition, in the best interest of the Company."

By order of the Board

TEA SOR HUA (MACS 01324) (SSM PC No.: 201908001272)

LIM KEE SAN (MAICSA 7067348) (SSM PC No.: 202308000295)

Company Secretaries

Petaling Jaya, Selangor Darul Ehsan

22 May 2026

Notes:

a) A member who is entitled to present, participate, speak and to vote at the EGM shall be entitled to appoint more than one (1) proxy to attend and vote in his/her stead. Where a member appoints more than one (1) proxy, he/she shall specify the proportion of his/her shareholdings to be represented by each proxy.

b) A proxy may, but need not, be a member of the Company. A member may appoint any person to be his proxy. A proxy appointed to attend and vote at the EGM shall have the same rights as the member to speak and vote at the EGM.

c) 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 the appointor is a corporation, either under its common seal or signed by an officer or attorney so authorised.

d) Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

e) 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 multiple proxies shall not be valid unless the proportion of its shareholdings represented by each proxy is specified.

f) For the purpose of determining a member who shall be entitled to attend the EGM, the Company will be requesting Bursa Malaysia Depository Sdn Bhd in accordance with Clause 71(b) of the Company's Constitution to issue a General Meeting Record of Depositors as at 9 June 2026. Only members whose names appear in the General Meeting Record of Depositors as at 9 June 2026 shall be regarded as members and entitled to attend, speak and vote at the EGM.

g) To be valid, the instrument appointing 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 48 hours before the time appointed for holding the EGM or adjourned meeting:

(i) In hard copy form

In the case of an appointment made in hard copy form, the proxy form must be deposited at the office of the Share Registrar of the Company, Tricor Investor & Issuing House Services Sdn. Bhd., at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3. Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan or the drop box located at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan.

(ii) By electronic form

The proxy form can be electronically lodged via Vistra Share Registry and IPO (MY) portal (the "Portal") at https://srmy.vistra.com. Please refer to the Administrative Guide for the EGM on the procedure for electronic lodgement of the proxy form via the Portal.

h) All the resolutions set out in this Notice of Meeting will be put to vote by poll.

i) The members are advised to refer to the Administrative Guide for the EGM on the registration process for the EGM.

j) Kindly check Bursa Securities' website and the Company's website at www.wenteling.com for the latest updates on the status of the EGM.

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Engineering

Wentel Engineering Holdings Berhad

202301007290 (1501211-T)

(Incorporated in Malaysia)

ADMINISTRATIVE GUIDE FOR THE EXTRAORDINARY GENERAL MEETING OF WENTEL ENGINEERING HOLDINGS BERHAD ("WENTEL" OR "THE COMPANY") ("EGM" OR "MEETING")

Day and Date : Tuesday, 16 June 2026

Time : 10:00 a.m.

Meeting Venue : Trading Post (Hall) of Ponderosa Golf & Country Resort Berhad, No. 3, Jalan Ponderosa 1, Taman Ponderosa, 81100 Johor Bahru, Johor

A. REGISTRATION ON THE DAY OF THE EGM

1. The registration will commence at 9:00 a.m., on Tuesday, 16 June 2026 and will open until the conclusion of the EGM or such time as may be determined by the Chairman of the meeting.
2. Please read the signage as to where you should register yourself for the meeting and join the queue accordingly.
3. Please present your original National Registration Identity Card (NRIC) or Passport (for non-Malaysians) to the registration staff for verification.
4. Registration must be done in person. No person is allowed to register on behalf of another.
5. The registration counter will handle verification of identity, registration and revocation of proxy/proxies.
6. An identification wristband will be given to you thereafter for voting purposes. No one will be allowed to enter the meeting room without an identification wristband.

B. APPOINTMENT OF PROXY OR ATTORNEY OR CORPORATE REPRESENTATIVE

Shareholders who appoint proxy(ies) to participate at the EGM must ensure that the duly executed proxy forms are deposited in a hard copy form or by electronic means to Tricor Investor & Issuing House Services Sdn. Bhd. not later than forty-eight (48) hours before the time appointed for holding the EGM.

The appointment of a proxy may be made in a hard copy form or by electronic means in the following manner:-

(i) In hard copy form

In the case of an appointment made in hard copy form, the proxy form must be deposited at the office of the Share Registrar of the Company, Tricor Investor & Issuing House Services Sdn. Bhd., at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan or the drop box located at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan.

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(ii) By electronic form

The proxy form can be electronically lodged via Vistra Share Registry and IPO (MY) portal (the "Portal") at https://srmy.vistra.com. Please refer to the Procedures for Electronic Submission of Proxy Form below.

Please ensure ALL the particulars as required in the proxy form are completed, signed and dated accordingly.

Any authority to participate in the EGM pursuant to which such an appointment is made by a power of attorney must be deposited with the Share Registrar of the Company, Tricor Investor & Issuing House Services Sdn. Bhd., at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan or the drop box located at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan not later than Sunday, 14 June 2026 at 10:00 a.m. to participate in the EGM. 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.

For a corporate member who has appointed a representative, please deposit the ORIGINAL certificate of appointment with the Share Registrar of the Company, Tricor Investor & Issuing House Services Sdn. Bhd., at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan or the drop box located at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan on/or before the EGM. The certificate of appointment should be executed in the following manner:-

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

(ii) If the corporate member does not have a common seal, the certificate of appointment should be affixed with the rubber stamp of the corporate member (if any) and executed by:-

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

C. PROCEDURES FOR ELECTRONIC SUBMISSION OF PROXY FORM

The procedures to submit your Proxy Form electronically via the Portal are summarised below:

Procedure	Action
i. Steps for Individual Shareholders
Register as a User at the Portal	• Visit the website at https://srmy.vistra.com
• Click “Register” and select “Individual Holder” and complete the New User Registration Form.
• For guidance, you may refer to the tutorial guide available on the homepage.
• Once registration is completed, you will receive an email notification to verify your registered email address.
• After verification, your registration will be reviewed and approved within one (1) working day. A confirmation letter will be sent once approved.

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| | • Once you receive the confirmation, activate your account by creating your password.
If you are an existing user with the Portal or our TIIH Online portal previously, you are not required to register again. |
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| Proceed with submission of form of proxy | • After the release of the Notice of Meeting by the Company, login with your email address and password.
• Select the corporate event: “WENTEL ENGINEERING HOLDINGS BERHAD EGM 2026”.
• Navigate to the 3 dots at the end of the corporate event and choose “SUBMISSION OF PROXY FORM”.
• Read and agree to the Terms and Conditions and confirm the Declaration.
• Indicate the total number of shares assigned to your proxy(ies) to vote on your behalf.
• Appoint your proxy(ies) and insert the required details of your proxy(ies) or appoint the Chairman as your proxy.
• Indicate your voting instructions – FOR or AGAINST or ABSTAIN.
• Print the proxy form for your record. |
| ii. Steps for Corporation or Institutional Shareholders | |
| Register as a User at the Portal | • Visit the website at https://srmy.vistra.com
• Click “Register” and select “Representative of Corporate Holder” and complete the New User Registration Form.
• Complete the registration form with your personal details.
• Once registration is completed, you will receive an email notification to verify your registered email address.
• After verification, your registration will be reviewed and approved within two (2) working days. A confirmation email will be sent once approved.
• Once you receive the confirmation, activate your account by creating your password.

Note: The representative of a corporation or institutional shareholder must register as a user in accordance with the above steps before he/she can subscribe to this corporate holder electronic proxy submission. Please contact the persons stated under “ENQUIRY” section below if you need clarifications on the user registration. |
| Proceed with submission of form of proxy | • Login to https://srmy.vistra.com with your email address and password.
• Select the corporate event: “WENTEL ENGINEERING HOLDINGS BERHAD EGM 2026”
• Navigate to the icon “>” at the end of the corporate event.
• Read and agree to the Terms & Conditions and confirm the Declaration.
• Select the corporate holder’s name.
• Proceed to download the submission file.
• Prepare the file for the appointment of proxy(ies) by inserting the required data.
• Proceed to upload the duly completed proxy appointment file.
• Select “Confirm” to complete your submission.
• Print the confirmation report of your submission for your record. |

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D. GENERAL MEETING RECORD OF DEPOSITORS

For the purpose of determining who shall be entitled to attend the EGM, the Company will be requesting Bursa Malaysia Depository Sdn. Bhd. to issue a General Meeting Record of Depositors as at 9 June 2026 and only a depositor whose name appears on such Record of Depositors shall be eligible to attend the EGM.

E. NO RECORDING OR PHOTOGRAPHY

Unauthorised recording or photography of the proceedings of the EGM is strictly not allowed. The Company reserves the rights to take appropriate legal actions against anyone who violates this rule.

F. ENQUIRY

If you have any enquiries on the above, please contact our Share Registrar during office hours on Mondays to Fridays from 9:00 a.m. to 5:30 p.m. (except on public holidays):-

Tricor Investor & Issuing House Services Sdn. Bhd.
Telephone Number	General Line	+603-2783 9299
Contact Person	Ms. Nur Qaisara Naaila	+603-2783 9272
nur.qaisara.naaila@vistra.com
	Mr. Mohammad Amirul Iskandar	+603-2783 9279
mohammad.amirul@vistra.com
	Mr. Syafiqul Hafidz	603-2783 9024
syafiqul.hafidz@vistra.com
Email	is.enquiry@vistra.com