1. INTRODUCTION

The Board of Directors of Nestcon (“the Board”) wishes to announce that WD Solar Kedah Sdn. Bhd. (“WDSKSB”), a joint venture company in which Nestcon Infra Sdn. Bhd. (“NISB”), a wholly-owned subsidiary of the Company, holds a 30% equity interest, had on 19 December 2025 entered into a Power Purchase Agreement (“PPA”) with Tenaga Nasional Berhad (“TNB”) (collectively known as “the Parties”) to design, construct, own, operate and maintain a solar photovoltaic energy generating facility with a capacity of 70.00 megawatt alternating current proposed to be located in Pendang, Kedah to generate and deliver solar photovoltaic energy to TNB. Under the PPA, WDSKSB shall sell to TNB, and TNB shall purchase from WDSKSB, the net electrical output generated by the facility and delivered to TNB in accordance with the terms and conditions of the PPA (“the Project”).

2. INFORMATION ON WDSKSB

WDSKSB was incorporated in Malaysia as a private company limited by shares having its registered address at No. D-09-02, Level 9, EXSIM Tower, Millerz Square @ Old Klang Road, Megan Legasi, No. 357, Jalan Kelang Lama, 58000 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur.

The nature of business of WDSKSB is solar development project.

3. INFORMATION ON TNB

TNB was incorporated in Malaysia as a public listed company listed on the Main Market of Bursa Malaysia Securities Berhad having its registered office at Pejabat Setiausaha Syarikat, Tenaga Nasional Berhad, Tingkat 16, Tower A, TNB Platinum, No. 3, Jalan Bukit Pantai, Bangsar, 59100 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur.

The nature of business of TNB is generation, transmission, distribution and sales of electricity.

4. DETAILS OF THE PPA

(a) WDSKSB wishes to sell to TNB, and TNB wishes to purchase from WDSKSB, the net electrical output generated by the facility and delivered to TNB in accordance with the terms and conditions set out in the PPA.

(b) The PPA shall take effect on the date on which all conditions precedent set out in the PPA (“Conditions Precedent”) have been satisfied or waived, and continue in effect for a term which expires on the day before the 21st anniversary of the commercial operation date, which is the day after all the Conditions Precedent have been satisfied or waived, starting from 00:00 hours, unless otherwise extended or terminated in accordance with the provisions of the PPA.

(c) WDSKSB shall carry out the Project in accordance with the other terms and conditions set out in the PPA.

5. FINANCIAL EFFECTS 

The acceptance of the PPA by WDSKSB to undertake the Project and is expected to contribute positively to the net assets per share, earnings per share and gearing of the Company throughout the duration of the PPA.

The PPA will not have any effect on the share capital and substantial shareholdings of the Company.

6. RISK FACTORS

The Company does not foresee any exceptional risk other than the normal operational risks associated with the PPA and/or the . Nevertheless, the Company will take the necessary steps to mitigate the risks as and when they occur.

7. APPROVAL REQUIRED

The acceptance of the PPA is not subject to the approval from the Company’s shareholders and/or any regulatory authorities.

8. DIRECTORS’ AND MAJOR SHAREHOLDERS’ AND/OR PERSONS CONNECTED WITH A DIRECTOR OR MAJOR SHAREHOLDER’S INTERESTS 

None of the Directors and/or major shareholders of Nestcon or persons connected with them has any interests, direct or indirect, in the PPA and/or the Project.

9. STATEMENT BY THE BOARD OF DIRECTORS

The Board, after having considered all aspects of the PPA and the Project, is of the opinion that the PPA and the Project are within the ordinary course of business of Nestcon and the acceptance of the PPA is in the best interest of the Company.

This announcement is dated 19 December 2025.