NOCERA, INC.

PROPOSAL No. 2: RATIFICATION OF APPOINTMENT OF ENROME LLP AS THE INDEPENDENT AUDITOR OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

The Audit Committee is responsible for selecting Nocera’s independent auditors.

On October 16, 2024, the auditor of Nocera, Centurion ZD CPA & Co. (“CZD”), resigned as the Company’s independent registered public accounting firm.

On October 16, 2024, the Company’s Audit Committee approved, and the Company’s Board of Directors ratified, the engagement of Enrome LLP, and appointed Enrome LLP as the Company’s independent registered public accounting firm as of October 16, 2024.

Although shareholder approval for this appointment is not required, the Audit Committee and the Board of Directors are submitting the selection of Enrome LLP or ratification to obtain the views of shareholders as a matter of good corporate governance. Even if the selection is ratified, the Board and the Audit Committee may, in their discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of our Company and our shareholders.

Nocera expects representatives of Enrome LLP to be present at the Annual Meeting and available to respond to questions which may be raised there. These representatives may comment on the financial statements if they so desire.

Principal Accountant Fees and Services

During the years ended December 31, 2024 and 2023, our former independent auditor Centurion ZD CPA & Co. billed an aggregate of $113,600 and $126,500, respectively. On October 16, 2024, Centurion ZD CPA & Co. resigned as our independent public accountants.

During the year ended December 31, 2023 and from January 1, 2024 until October 16, 2024, we engaged Centurion ZD CPA & Co. as our independent registered accounting firm. On October 16, 2024, we appointed Enrome LLP to serve as our independent auditor. Our independent auditor billed an aggregate of $230,000 through December 31, 2024 for professional services rendered for the audit of our 2024 annual financial statements. We incurred fees from Centurion ZD CPA & Co. for the year ended December 31, 2023 and from January 1, 2024 until October 16, 2024 and from Enrome LLP for the year ended December 31, 2024, as discussed below:

Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements.

Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our Audit Committee’s policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations. In addition, the Audit Committee may also pre-approve particular services on a case-by-case basis. Our Audit Committee approved all services that our independent accountants provided to us in the past two fiscal years.

Ratification of the appointment of Enrome LLP as the independent auditor of the Company for the fiscal year ending December 31, 2025 requires the affirmative vote of the majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote pursuant to Section 422 of the Code and the rules of Nasdaq. Broker non-votes will not be counted in evaluating the results of the vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF ENROME LLP AS THE INDEPENDENT AUDITOR OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025 UNDER PROPOSAL No. 2.

PROPOSAL No. 3: APPROVAL, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(d), OF THE POTENTIAL ISSUANCE OF SHARES OF COMMON STOCK UPON CONVERSION OF OUR SERIES B CONVERTIBLE NON-VOTING PREFERRED STOCK.

On August 29, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional accredited investor (the “Investor”), pursuant to which we agreed to sell, and the Investor agreed to purchase, up to 13,500 shares of our newly designated Series B Convertible Non-Voting Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) stated value of $1,000 per share, at a purchase price of $910 per share. On the same date, we completed an initial closing (the “Initial Closing”) of 3,500 shares of Series B Preferred Stock for aggregate gross proceeds of approximately $3.15 million, and we may issue and sell up to an additional 10,000 shares in one or more subsequent closings pursuant to the Purchase Agreement.

The rights, preferences, and privileges of the Series B Preferred Stock are set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Non-Voting Preferred Stock (the “Certificate of Designation”), filed with the Secretary of State of the State of Nevada on August 28, 2025. Each share of Series B Preferred Stock is convertible, at the holder’s option following the six-month anniversary of issuance, into shares of our common stock, par value $0.001 per share (the “Common Stock”), at a conversion price equal to $1.80 per share (the “Conversion Price”), subject to adjustment as provided in the Certificate of Designation, but in no event lower than the floor price of $0.30 per share (the “Floor Price”). As of November 21, 2025, the closing price of our Common Stock on The Nasdaq Capital Market was $1.01 per share, which is below the fixed Conversion Price and above the Floor Price. The shares of Common Stock issuable upon conversion are referred to as the “Conversion Shares.” Conversion of the Series B Preferred Stock is subject to a beneficial ownership limitation that prohibits any holder from converting shares if, after giving effect to the conversion, the holder would own in excess of 4.99% (or 9.99% upon election) of our outstanding Common Stock.

The Series B Preferred Stock accrues a 9% annual dividend, payable monthly in cash or in shares of Common Stock at our election, ranks senior to our Common Stock and Series A Preferred Stock with respect to dividends and liquidation, and has no voting rights except as required by law or as set forth in the Certificate of Designation. The Series B Preferred Stock is redeemable at our option at any time and redeemable by the holders any time after the two-year anniversary of the first issuance at a redemption price equal to 125% of the stated value plus accrued and unpaid dividends. Upon certain triggering events or default, including a delisting of our Common Stock from Nasdaq or a failure to timely deliver Conversion Shares, holders may require us to redeem their shares on the same terms.

In connection with the Purchase Agreement, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investor providing customary resale registration rights for the Conversion Shares. The Purchase Agreement also prohibits us from entering into any variable-rate transactions during the five-year covenant period, which continues until the later of the fifth anniversary of the Initial Closing or the date on which no shares of Series B Preferred Stock remain outstanding, and grants the Investor participation rights in future financings until the later of the second anniversary of the Purchase Agreement or the last closing thereunder.

Under Nasdaq Listing Rule 5635(d), shareholder approval is required before the issuance of Common Stock (or securities convertible into Common Stock) equal to 20% or more of the pre-transaction outstanding shares at a price below the Minimum Price (as defined in Nasdaq Rule 5635(d)(1)) (the “Nasdaq Minimum Price”). Under the terms of the Purchase Agreement and the Certificate of Designation, conversions of the Series B Preferred Stock at prices below the Nasdaq Minimum Price are not permitted unless our shareholders first approve this proposal. Because the Conversion Price of the Series B Preferred Stock may result in issuances at a price below the Nasdaq Minimum Price, and because the number of shares issuable upon conversion may equal or exceed 20% of our currently outstanding Common Stock, we are seeking shareholder approval to permit such issuances in compliance with Nasdaq rules.

If shareholders approve this proposal, we will be authorized to issue the Conversion Shares in accordance with the terms of the Series B Preferred Stock, even if the Conversion Price is below the Nasdaq Minimum Price. Approval will not, by itself, result in any immediate issuance of shares. If shareholder approval is not obtained, conversions at a price below the Nasdaq Minimum Price and conversion resulting in shares of common stock being issued in excess of 19.99% of the issued and outstanding shares of common stock as of August 29, 2025 will not be permitted, which could limit our ability to access additional capital and restrict our future financing flexibility.

Approval of this proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have the same effect as votes “AGAINST” this proposal, and broker non-votes will not be counted as votes cast and therefore will have no effect on the outcome of the vote.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” APPROVAL, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(d), OF THE POTENTIAL ISSUANCE OF SHARES OF COMMON STOCK UPON CONVERSION OF OUR SERIES B CONVERTIBLE NON-VOTING PREFERRED STOCK UNDER PROPOSAL No. 3.

PROPOSAL No. 4: APPROVAL OF AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT

The Board has approved, and is submitting for shareholder approval, an amendment to the Company’s Articles of Incorporation (the “Reverse Split Amendment”) to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share, at any time over the next year at a ratio of not less than one-for-five (1:5) and not greater than one-for-one-hundred (1:100), with the exact ratio and timing of the reverse split to be determined by the Board in its discretion.

Purpose of the Reverse Stock Split

The primary purpose of the reverse stock split is to increase the per-share trading price of our Common Stock to help the Company regain or maintain compliance with the Nasdaq Capital Market’s continued listing requirements, including the minimum bid-price requirement under Nasdaq Listing Rule 5550(a)(2). The Board believes that a higher trading price for our Common Stock could also broaden our investor base by attracting additional institutional investors that may have internal policies preventing them from investing in lower-priced securities.

Implementation and Effect of the Reverse Stock Split

If shareholders approve this proposal, the Board will have the discretion to implement the reverse stock split at any ratio within the approved range or to abandon the amendment if it determines that doing so is in the best interests of the Company and its shareholders. The reverse stock split would be effected by filing a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada (the “Secretary of State”).

Except for adjustments that may result from the treatment of fractional shares, each shareholder will hold the same percentage of our outstanding Common Stock immediately following the reverse stock split as such shareholder held immediately prior to the reverse stock split. The reverse stock split will not affect the par value of the Common Stock or the number of authorized shares of preferred stock. Fractional shares, if any, will be rounded up to the nearest whole share.

The Board, in its discretion, may elect not to proceed with the reverse stock split at any time prior to filing the Certificate of Amendment with the Secretary of State if it determines that implementation of the reverse stock split is no longer in the best interests of the Company or its shareholders.

Approval of this proposal requires the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting. Abstentions and broker non-votes will have the same effect as votes**“AGAINST”** this proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” APPROVAL OF THE AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT UNDER PROPOSAL No. 4.

PROPOSAL No. 5: APPROVAL OF AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

The Board has approved, and is submitting for shareholder approval, an amendment to the Company’s Articles of Incorporation (the “Authorized Share Amendment”) to increase the number of authorized shares of Common Stock from 200,000,000 to 2,000,000,000, par value $0.001 per share.

Purpose of the Authorized Share Increase

The Board believes the proposed increase in authorized shares of Common Stock is necessary to provide the Company with greater flexibility to pursue potential future corporate purposes, including but not limited to equity financings, acquisitions, stock dividends, employee benefit plans, and other general corporate purposes. The Company has no current commitments or agreements to issue any of the additional authorized shares, other than shares that may be issued upon the conversion or exercise of existing securities.

Effect of the Authorized Share Increase

The increase in authorized shares will not, by itself, have any immediate effect on the rights of existing shareholders. However, the issuance of additional shares in the future could dilute the ownership interests and voting power of existing shareholders. The newly authorized shares of Common Stock will be identical to the currently authorized shares in all respects, including the same rights, privileges, and preferences.

If shareholders approve this proposal, the amendment will be effected by filing a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State. The Board will have the discretion to abandon the Authorized Share Amendment at any time prior to filing if it determines that doing so is in the best interests of the Company and its shareholders.

Approval of this proposal requires the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting. Abstentions and broker non-votes will have the same effect as votes**“AGAINST”** this proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” APPROVAL OF THE AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK UNDER PROPOSAL No. 5.

PROPOSAL No. 6: APPROVAL, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(d), OF THE POTENTIAL ISSUANCE OF SHARES OF COMMON STOCK UPON CONVERSION OF OUR SENIOR SECURED CONVERTIBLE NOTES

On October 31, 2025, we entered into a Securities Purchase Agreement (the “Notes Purchase Agreement”) with an institutional accredited investor (the “Investor”), pursuant to which we agreed to issue senior secured convertible notes (the “Notes”) in an aggregate original principal amount of $300,000,000. On the same date, we issued an initial tranche of Notes in the aggregate original principal amount of $8,000,000 (the “Initial Notes”) for an aggregate purchase price of $7,280,000, and we may issue additional Notes in one or more subsequent closings pursuant to the Notes Purchase Agreement.

The Notes are convertible into shares of Common Stock, at a conversion price equal to $1.98 per share (the “Conversion Price”), subject to adjustment in accordance with the terms of the Notes, but in no event lower than a floor price of $0.79 per share (the “Floor Price”). As of November 21, 2025, the closing price of our Common Stock on The Nasdaq Capital Market was $1.01 per share. The shares of Common Stock issuable upon conversion of the Notes are referred to as the “Note Conversion Shares.” Conversion of the Notes is subject to a beneficial ownership limitation that prohibits a holder from converting Notes if, after giving effect to such conversion, the holder would own in excess of 4.99% (or 9.99% upon election) of our outstanding Common Stock.

The Notes bear interest at an annual rate of 9.0%, payable in cash or, at our election and subject to certain conditions, in shares of Common Stock. The Notes are secured by substantially all of our assets pursuant to a pledge and security agreement and an account control agreement entered into concurrently with the issuance of the Notes. The Initial Note matures on October 31, 2027 and any additional Notes will mature two years after the date of issuance, unless earlier converted or redeemed. Upon certain events of default, including a delisting of our Common Stock from Nasdaq or a failure to timely deliver Note Conversion Shares, the holders may require us to redeem the Notes at a premium to principal plus accrued interest.

In connection with the Notes Purchase Agreement, we entered into a registration rights agreement requiring us to register the resale of the Note Conversion Shares. The Notes Purchase Agreement includes certain covenants, including restrictions on our ability to issue variable-rate securities while the Notes remain outstanding, and grants the Investor participation rights in certain future securities offerings.

Under Nasdaq Listing Rule 5635(d), shareholder approval is required before the issuance of Common Stock (or securities convertible into Common Stock) equal to 20% or more of the pre-transaction outstanding shares at a price below the Nasdaq Minimum Price. Because the Conversion Price of the Notes may result in issuances at a price below the Nasdaq Minimum Price and because the number of shares issuable upon conversion may equal or exceed 20% of our currently outstanding Common Stock, we are seeking shareholder approval to permit such issuances in compliance with Nasdaq rules.

If shareholders approve this proposal, we will be authorized to issue the Note Conversion Shares in accordance with the terms of the Notes, even if the Conversion Price is below the Nasdaq Minimum Price. Approval will not, by itself, result in any immediate issuance of shares. If shareholder approval is not obtained, conversions at a price below the Nasdaq Minimum Price and conversions resulting in shares of Common Stock being issued in excess of 19.99% of the issued and outstanding shares of common stock as of October 31, 2025 will not be permitted, which could limit our ability to comply with our financing obligations, access additional capital, and manage our capital structure.

Approval of this proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have the same effect as votes “AGAINST” this proposal, and broker non-votes will not be counted as votes cast and therefore will have no effect on the outcome of the vote.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” APPROVAL, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(d), OF THE POTENTIAL ISSUANCE OF SHARES OF COMMON STOCK UPON CONVERSION OF OUR SENIOR SECURED CONVERTIBLE NOTES.