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NOCERA, INC.

NASDAQ:NCRA
Annual Meeting

of Shareholders

MEETING DATE

12/21/2026
DEF 14A FILED
11/03/2026
PUBLISHED
11/03/2026 10:00 pm
TIME TO PUBLISH
11/05/2026
METHODOLOGY
approve
EXCHANGE NASDAQ:NCRA · CUSIP · CLASS common stock, par value $0.001 per share · CIK 0001756180

RECONCILED · MIXED

Reconciled against the company’s Form 8-K Item 5.07 filed 2026-06-15.

7
FOR
1
AGAINST
0
WITHHOLD
8
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1
Election of five directors
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The nominees are unopposed and each has expressed willingness to serve if elected.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
Approval of an amendment to the Company’s Articles of Incorporation to increase authorized shares of Common Stock from 66,666,667 to 2,000,000,000.
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states the increase would restore authorized shares reduced by the July 6, 2026 reverse split.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
Ratification of the appointment of SFAI Malaysia PLT as the independent auditor of the Company for the fiscal year ending December 31, 2026.
auditor
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states there were no disagreements or reportable events in connection with the auditor change.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
Approval of New Class A-D Warrants to replace prior warrants that expired and lapsed.
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states the prior Class A through D warrants expired and lapsed.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5
Approval and adoption of the 2026 Nocera, Inc. Equity Compensation Plan, authorizing 3,000,000 shares of Common Stock for issuance thereunder, to replace the 2018 Stock Option and Award Incentive Plan.
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states no shares remained available under the 2018 Plan as of August 19, 2026.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
6
Approval of one or more reverse stock splits of the Common Stock at ratios ranging from 1:5 to 1:100, with a cumulative ratio not to exceed 1:100.
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states the authorization would help maintain compliance with Nasdaq minimum bid-price listing requirements.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
7
Approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the potential issuance of shares of our Common Stock pursuant to the Equity Purchase Facility Agreement, dated as of May 22, 2026, in excess of 19.99% of the issued and outstanding shares of Common Stock at a price that may be less than the Nasdaq Minimum Price, as defined in Nasdaq Listing Rule 5635(d).
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states approval would remove the Exchange Cap and permit EPFA issuances under Nasdaq rules.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
8
Other Business (if properly presented at the Annual Meeting).
other
Elevated
Against
Board none · Duopoly unknown — ⚠ Divergence flagged

The filing states proxy holders may vote on other matters at their discretion.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

049e4fa6e7d5a40b709d14f23a21af4f56d591a944b463060577653eb2ce402f

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