NOCERA, INC.

For the period ended Jan 12, 2026. Filed Nov 24, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jan 12, 2026 · Filed Nov 24, 2025

NCRA$1.43+4.5%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

VIRTUAL ACCESS TO THE ANNUAL MEETING

The Annual Meeting of Shareholders will be held virtually via the internet atwww.mountainsharetransfer.com/ncra on January 12, 2026, at 12:00 p.m., Eastern Time.

Nocera, Inc. Notice of Annual Shareholders Meeting

Location: Virtually online via. Zoom Teleconference, the link is as follows: https://mountainsharetransfer.com/ncra
Shareholder ID:	Control ID:
Date: January 12, 2026	Time: 12:00 p.m. Eastern Time

This communication represents a notice to access a more complete set of proxy materials available to you on the Internet. We encourage you to access and review all the important information contained in the proxy materials before voting.THE PROXY STATEMENT IS AVAILABLE AT: WWW.MOUNTAINSHARETRANSFER.COM/NCRA

If you want to receive a paper copy of the proxy materials, you must request one. There is no charge for requesting a copy. To facilitate timely delivery, please make the request as instructed below before December 18, 2025.

How to Request Paper Copies of the Proxy Materials:

Facsimile	Internet	Email
Fax this letter to (404) 816-8830	www.mountainsharetransfer.com/ncra Follow the on-screen instructions	vote@mountainsharetransfer.com Include your Shareholder ID

How to Vote (you may vote until 5:00 p.m. Eastern Time on January 9, 2026):

1.	By Internet: Please visit www.mountainsharetransfer.com/NCRA
2.	By Facsimile: Please fax a signed Proxy Card to (404) 816-8830
3.	By Email: Please email a copy of a signed Proxy Card to: vote@mountainsharetransfer.com
4.	By Mail: If you received printed proxy materials, mailing your signed proxy card or voter instruction card. If you choose to submit your proxy by mail, simply mark, date and sign your proxy and return it in the postage-paid envelope provided or to Mountain Share Transfer, LLC. c/o 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339. The signed proxy must be received prior to the Annual Meeting.

VOTING ITEMS:

The Board of Directors recommends that you vote FOR the following:

1.	Election of Directors

Nominees:	01) Andy Ching-An Jin	02) Sean Filson	03) Hui-Ying Zhuang
	04) Yiwen Zhang	05) Song-Yuan Teng

The Board of Directors recommends that you vote FOR the following proposals:

2.	To ratify the appointment of Enrome LLP to serve as the independent auditor of the Company for the fiscal year ending December 31, 2025.
3.	To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of shares of our Common Stock upon conversion of our Series B Preferred Stock, 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).
4.	To approve an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of the Company’s issued and outstanding Common Stock at any time over the next year at a ratio in the range of not less than one-for-five (1:5) and not greater than one-for-one-hundred (1:100), with the final ratio to be determined by the Board in its discretion.
5.	To approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock from 200,000,000 to 2,000,000,000.
6.	To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of shares of our Common Stock upon conversion of our senior secured convertible notes issued and issuable pursuant to that certain Securities Purchase Agreement, dated as of October 31, 2025, 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).

Pursuant to Securities Exchange Commission (SEC) rules, you are receiving this notice that the proxy materials for the annual meeting are available on the Internet. Please follow the instructions above to view the materials and vote or request printed copies.

The Board has fixed the close of business on November 3, 2025 as the record date for the determination of stockholders entitled to receive notice of the annual meeting and to vote the shares of our common stock, par value $0.001 per share, they held on that date at the meeting, or any postponement or adjournment of the meeting.

Nocera, Inc.

2025 Proxy Card

The undersigned hereby appoints Andy Jin as attorney and proxy for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to represent and vote, as designated below, all shares of stock of Nocera, Inc., a Nevada corporation, held of record by the undersigned on November 3, 2025, at the Annual Meeting of the Shareholders to be held on January 12, 2026, or at any adjournment or postponement of such meeting, in accordance with and as described in the Notice of Annual Meeting of Shareholders and Proxy Statement. If no direction is given, this proxy will be voted FORProposals 1, 2, 3, 4, 5, and 6, and in the discretion of the proxy as to such other matters as may properly come before the meeting.

☒Please mark the votes as in this example.

The Board of Directors Recommends that you vote FOR all directors listed in

Proposal 1 and vote FOR Proposals 2, 3, 4, 5 & 6

Proposal #	Description		FOR	Against	Abstain
1.	Election of Directors
	Nominees Include:
		·	Andy Ching-An Jin
		·	Sean Filson
		·	Hui-Ying Zhuang
		·	Yiwen Zhang
		·	Song-Yuan Teng
2.	Ratification of the appointment of Enrome LLP as the independent auditor of the Company for the fiscal year ending December 31, 2025.
3.	Approval, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of shares of common stock upon conversion of our Series B Preferred Stock, 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).
4.	Approval of an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock at any time over the next year at a ratio in the range of not less than one-for-five (1:5) and not greater than one-for-one-hundred (1:100), with the final ratio to be determined by the Board in its discretion.
5.	Approval of an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 2,000,000,000.
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 issued and issuable pursuant to that certain Securities Purchase Agreement, dated as of October 31, 2025, 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).

The undersigned hereby revokes any proxy or proxies heretofore given to vote upon or act with respect to such stock and hereby ratifies all that the proxies, their substitutes, or any of them, may lawfully do by virtue hereof.

Please sign exactly as your name appears on the address label affixed hereto. If acting as attorney, executor, trustee or in other representative capacity, sign name and title.

_____________________________________ (signature) ____________________________________ (printed name) Date: ____________________________	_____________________________________ (signature) - Joint Owner _____________________________________ (printed name) Date: ____________________________
Account #:	Control ID:
ID: _________________________	Shares Voted: _________________________

Please print your name clearly. If we cannot read your name, we cannot record your vote.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.