Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 12, 2026, Nocera, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"), which was conducted virtually.

As of the close of business on October 29, 2025, the record date as determined by the Company's Board of Directors (the "Board"), there were 14,373,597 shares of the Company's common stock, par value $0.001 per share, outstanding and entitled to vote, with each share entitled to one vote.

At the Annual Meeting, 12,552,055 shares of the Company's common stock were represented in person or by proxy, representing approximately 87.33% of the outstanding shares entitled to vote. The presence of these shares constituted a quorum pursuant to the Nevada Revised Statutes and the Company's Amended and Restated Bylaws.

The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:

Because directors are elected by a plurality of the votes cast, votes "against" do not affect the outcome of the election. There were no broker non-votes with respect to the election of directors.

Stockholders voted on a proposal to ratify the appointment of Enrome LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.

The proposal was approved.

Stockholders voted on a proposal, for purposes of complying with Nasdaq Listing Rule 5635(d), to approve the potential issuance of shares of the Company's common stock upon conversion of the Company's Series B Convertible Non-Voting Preferred Stock in excess of 19.99% of the Company's 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).