EPX LIMITED — AGM Information 2022

Oct 30, 2022

==> picture [248 x 100] intentionally omitted <==

Notice of Annual General Meeting and Explanatory Memorandum

EP&T Global Limited ACN 645 144 314

Date: 30 November 2022 Time: 4.00pm (AEDT) Place: At the offices of Hamilton Locke Level 42, Australia Square, 264 George Street, Sydney NSW 2000 and online at https://web.lumiagm.com/350963192

NOTICE OF 2022 ANNUAL GENERAL MEETING

Notice is given that the 2022 Annual General Meeting of EP&T Global Limited ACN 645 144 314 (the Company )

will be held at the offices of: Hamilton Locke Level 42, Australia Square, 264 George Street, Sydney NSW 2000 and online at https://web.lumiagm.com/350963192

on 30 November 2022 at 4.00pm (AEDT)

BUSINESS OF THE MEETING

Shareholders are invited to consider the following items of business at the Annual General Meeting:

Ordinary Business

FINANCIAL AND RELATED REPORTS

Agenda Item	Financial and Related Reports
Description	To receive and consider the Financial Report of the Company and its controlled entities and the related Directors’ and Auditor’s Reports in respect of the financial year ended 30 June 2022.

ADOPTION OF REMUNERATION REPORT (NON-BINDING VOTE)

Resolution 1	Adoption of Remuneration Report (non-binding vote)
Description	Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the 2022 Annual Report and is available from the Company's website (www.eptglobal.com/investor-centre). In accordance with section 250R of the Corporations Act, the vote on this Resolution will be advisory only and will not bind the Directors or the Company.
Resolution (Advisory)	To consider and, if thought fit, pass the following Resolution as anadvisory resolution: “THATthe Remuneration Report of the Company and its controlled entities for the year ended 30 June 2022 be adopted.”
Voting Exclusion	The Company will disregard any votes cast on this Resolution: • by or on behalf of a member of Key Management Personnel (KMP) named in the remuneration report for the year ended 30 June 2022, or that KMP’s Closely Related Party, regardless of the capacity in which the vote is cast; and • as a proxy by a member of the KMP at the date of the meeting, or that KMP’s Closely Related Party. However, the Company will not disregard a vote if it is cast as a proxy for a person who is entitled to vote on this Resolution: • in accordance with the directions of how to vote on the Proxy Form; or • by the Chairman pursuant to an express authorisation on the Proxy Form.

EP&T Global Limited | Annual General Meeting 2022

1 | P a g e

RE-ELECTION OF DIRECTOR

Resolution 2	Re-election of Mr Victor Van Bommel as Director
Resolution (Ordinary)	To consider and, if thought fit, pass the following Resolution as anordinary resolution: "THATMr Victor Van Bommel, who retires as a Director of the Company in accordance with ASX Listing Rule 14.5 and clause 47(b) of the Constitution and, being eligible, offers himself for re- election, be re-elected as a Director of the Company."

APPROVAL TO AMEND THE COMPANY’S CONSTITUTION

Resolution 3	Approval To Amend the Company’s Constitution
Resolution (Special)	To consider and, if thought fit, pass the following Resolution as aspecial resolution: “THAT, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to amend the Constitution in the manner set out in the accompanying Explanatory Memorandum.”

APPROVAL OF THE GRANT OF SECURITES UNDER THE EMPLOYEE INCENTIVE PLAN

Resolution 4	Approval of the grant of securities under the Employee Incentive Plan
Resolution (Ordinary)	To consider, and if thought fit, to pass the following as anordinary resolution: “THAT, for the purposes of ASX Listing Rule 7.2 exception 13, section 260C(4) of the Corporations Act and for all other purposes, shareholder approval is given for the Employee Equity Incentive Plan and for the grant of securities under the Plan on the terms and conditions in the Explanatory Memorandum.”
Voting Exclusion	The Company will disregard any votes cast in favour of this resolution by or behalf of: (a) any person who is eligible to participate in the Employee Equity Incentive Plan; (b) An associate of that person or those persons. However, this does not apply to a vote cast in favour of a resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; (b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the direction given to the Chairman to vote on the resolution as the Chairman decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

EP&T Global Limited | Annual General Meeting 2022

2 | P a g e

Dated: 31 October 2022

By order of the Board of EP&T Global Limited

Laura Newell Company Secretary

EP&T Global Limited | Annual General Meeting 2022

3 | P a g e

QUESTIONS FROM SHAREHOLDERS

In order to provide an equal opportunity for all Shareholders to ask questions of the Board, we ask you to submit in writing any questions to the Company or to the Company’s auditor, Grant Thornton Australia, in relation to the conduct of the external audit for the year ended 30 June 2022, or the content of its audit report. Please send your questions to:

The Company Secretary, EP&T Global Limited, at BoardRoom Pty Limited, Level 8, 210 George Street, Sydney NSW 2000

E. company.secretary@boardroomlimited.com.au

Written questions must be received by no later than 5.00pm (AEDT) on 23 November 2022.

Your questions should relate to matters that are relevant to the business of the Annual General Meeting, as outlined in this Notice of Meeting and Explanatory Memorandum.

In accordance with the Corporations Act 2001 (Cth) and the Company’s policy, a reasonable opportunity will also be provided to Shareholders attending the Annual General Meeting to ask questions about, or make comments upon, matters in relation to the Company including the Remuneration Report.

During the course of the Annual General Meeting, the Chairman will seek to address as many Shareholder questions as reasonably practicable, and where appropriate, will give a representative of the auditor the opportunity to answer written questions addressed to it. However, there may not be sufficient time to answer all questions at the Annual General Meeting. Please note that individual responses may not be sent to Shareholders.

VOTING INFORMATION

Voting by proxy

• (a) A Shareholder entitled to attend and vote at the Annual General Meeting may appoint one proxy or, if the Shareholder is entitled to cast 2 or more votes at the Meeting, 2 proxies, to attend and vote instead of the Shareholder.

• (b) Where 2 proxies are appointed to attend and vote at the Meeting, each proxy may be appointed to represent a specified proportion or number of the Shareholder’s voting rights at the Meeting.

• (c) A proxy need not be a Shareholder of the Company.

• (d) A proxy may be an individual or a body corporate. If a body corporate is appointed, the Proxy Form must indicate the full name of the body corporate and the full name or title of the individual representative of the body corporate for the Meeting.

• (e) A proxy form accompanies this Notice. If a Shareholder wishes to appoint more than 1 proxy, they may make a copy of the Proxy Form attached to this Notice. For the Proxy Form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy

of that power of authority by 4.00pm (AEDT) on 28 November 2022:

Online	www.votingonline.com.au/epxagm2022
By post	Boardroom Pty Limited
	GPO Box 3993
	Sydney NSW 2001
By personal	BoardRoom Pty Limited
delivery	Level 8
	210 George Street
	Sydney NSW 2000
By facsimile	+61 9290 9655

Voting and other entitlements at the Annual General Meeting

A determination has been made by the Board of the Company under regulation 7.11.37 of the Corporations Regulations 2001 that Shares in the Company which are on issue at 7.00pm (AEDT) on 28 November 2022 will be taken to be held by the persons who held them at that time for the purposes of the Annual General Meeting (including determining voting entitlements at the Meeting).

Proxy voting by the Chairman

The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth) imposes prohibitions on Key Management Personnel and their Closely Related Parties from voting their Shares (or voting undirected proxies) on, amongst other things, remuneration matters.

However, the Chairman of a Meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted), provided the Shareholder who has lodged the proxy has given an express voting direction to the Chairman to exercise the undirected proxy, even if the Resolution is connected with the remuneration of a member of Key Management Personnel. If you complete a Proxy Form that authorises the Chairman to vote on your behalf as proxy, and you do not mark any of the boxes so as to give him directions about how your vote should be cast, then you will be taken to have expressly authorised the Chairman to exercise your proxy on Resolution 1. In accordance with this express authority provided by you, the Chairman will vote in favour of Resolution 1. If you wish to appoint the Chairman as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the form.

The Company’s Chairman, Mr Jonathan Sweeney, will chair the Meeting and intends to vote all available undirected proxies in favour of each item of business. If you appoint as your proxy any Director of the Company, except the Chairman, or any other Key Management Personnel or any of their Closely Related Parties and you do not direct your proxy how to vote on Resolution 1, he will not vote your proxy on that item of business.

EP&T Global Limited | Annual General Meeting 2022

4 | P a g e

Virtual participation

In accordance with the clause 28(a) of the Constitution, and to facilitate Shareholder participation, the Chairman has determined that Shareholders will have the opportunity to participate in the AGM through an online platform.

Shareholders who wish to participate in the AGM virtually may do so from their computer or mobile device, by entering the URL in their browser: https://web.lumiagm.com/350963192

• If you choose to participate in the AGM virtually, you can log in to the meeting by entering:

• the meeting ID for the online AGM, which is 350-963-192

• your username is your Boardroom Voting Access Code (VAC), which is located on the first page of your Proxy Form; and

• your password, which is the postcode registered to your holding if you are an Australian Shareholder. Overseas Shareholders will need to enter the three-character country code e.g. New Zealand – NZL of their registered holding address. A full list of country codes can be found at the end of the user guide.

Shareholders will be able to view the AGM live, lodge a direct vote in real time and ask questions online.

More information regarding online participation at the AGM (including how to vote and ask questions online during the AGM) is available in the User Guide. The User Guide is attached to this Notice of Meeting and will be lodged with the ASX and will also be available from our website.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority can be mailed or faxed to the Company at least 24 hours before the Meeting. Alternatively, this document can be lodged at the registration desk on the day of the Meeting.

COVID-19

To prevent the spread of COVID-19, all participants are strongly encouraged to practice physical and social distancing and wear a mask. If you have a fever, cough and difficulty breathing, or you are unwell, please do not attend the meeting.

EP&T Global Limited | Annual General Meeting 2022

5 | P a g e

EXPLANATORY MEMORANDUM

TO NOTICE OF 2022 ANNUAL GENERAL MEETING

FINANCIAL AND RELATED REPORTS

Item 1

Financial and related reports

Explanation

Section 317 of the Corporations Act requires the Company’s financial report, directors’ report and auditor’s report for the financial year ended 30 June 2022 to be laid before the Company’s 2022 Annual General Meeting. There is no requirement for a formal resolution on this item. The financial report contains the financial statements of the consolidated entity consisting of EP&T Global Limited and its controlled entities. As permitted by the Corporations Act, a printed copy of the Company’s 2022 Annual Report has been sent only to those Shareholders who have elected to receive a printed copy. A copy of the 2022 Annual Report is available from the Company's website (www.eptglobal.com/investor-centre). The Chairman will allow a reasonable opportunity at the Meeting for Shareholders to ask questions. Shareholders will also be given a reasonable opportunity at the meeting to ask the Company’s auditor, Grant Thornton Australia, questions about its audit report, the conduct of its audit of the Company’s financial report for the year ended 30 June 2022, the preparation and content of its audit report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of Grant Thornton Australia in relation to the conduct of the audit.

ADOPTION OF REMUNERATION REPORT (NON-BINDING RESOLUTION)

Resolution 1	Adoption of Remuneration Report (non-binding resolution)
Explanation	Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the Company’s 2022 Annual Report and is available from the Company's website (www.eptglobal.com/investor-centre). The Remuneration Report:  describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of executives and the Company’s performance;  sets out the remuneration arrangements in place for each Director and for certain members of the senior management team; and  explains the differences between the basis for remunerating Non-Executive Directors and senior executives, including the Chief Executive Officer. The vote on this item is advisory only and does not bind the Directors. The Board will take into account the discussion on this item and the outcome of the vote when considering the future remuneration policies and practices of the Company.
Voting Consequences	Under the Corporations Act, if at least 25% of the votes cast on a Remuneration Report resolution are voted against the adoption of the Remuneration Report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of Directors of the Company at the second annual general meeting (Spill Resolution).

EP&T Global Limited | Annual General Meeting 2022

6 | P a g e

	If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (Spill Meeting) within 90 days of the second annual general meeting, at which all of the Directors (other than a managing Director) of the Company, would need to stand for re-election. Following the Spill Meeting those persons whose election or re-election as Directors of the Company is approved by the Shareholders will be the Directors of the Company. At the Company’s previous Annual General Meeting, the votes cast against the Remuneration Report considered at that Annual General Meeting were less than 25%. Accordingly, the Spill Resolution is therefore not relevant for this Annual General Meeting. Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of Resolution 1, subject to compliance with the Corporations Act.
Voting Exclusion	A voting exclusion statement applies to this Resolution, as set out in the Notice.
Board Recommendation	As the Resolution relates to matters including the remuneration of the Directors, the Board, as a matter of corporate governance and in accordance with the spirit of section 250R(4) Corporations Act, makes no recommendation regarding this Resolution.
Chairman’s available proxies	The Chairman intends to vote all available proxies in favour of this Resolution.

RE-ELECTION OF DIRECTOR

Resolution 2	Re-election of Mr Victor Van Bommel as Director
Explanation	Clause 47(b) of the Constitution and ASX Listing Rule 14.5 requires that an election or re- election of Directors must occur at every annual general meeting. The Director to stand for re-election at each annual general meeting will not include a Director standing for re- election under clause 47(c) of the Constitution. In accordance with this, Mr Victor Van Bommel will retire and being eligible, seeks re-election.
About Mr Victor van Bommel	Mr Victor Van Bommel was appointed to the Board of the Company on 19 March 2021. Mr Van Bommel is a Non-Executive Director of the Company and is considered independent by the Board, with over 21 years’ experience in investment banking and real estate. Victor is Founder and CEO of Orange Capital Partners (‘OCP’), a real estate investment firm based in Amsterdam, which owns and manages a portfolio of real estate assets in excess of USD$3.5bn. Prior to OCP, Victor worked for 14 years at Goldman Sachs in London, where he had various senior position in equities and real estate capital markets. Victor is a member of the European Association for Investors in Non-Listed Real Estate Vehicles and the Association of Institutional Property Investors in Netherlands.
Board Recommendation	The Board, with Mr Van Bommel abstaining, recommends that Shareholders vote in favour of this Resolution.
Chairman’s available proxies	The Chairman intends to vote all available proxies in favour of this Resolution.

EP&T Global Limited | Annual General Meeting 2022

7 | P a g e

APPROVAL TO AMEND THE COMPANY’S CONSTITUTION

Resolution 3	Approval To Amend the Company’s Constitution
Explanation	A company may modify its constitution or a provision of its constitution by special resolution of its shareholders. This Resolution is a special resolution which seeks to amend the Company’s existing constitution, which has not been amended since the Company listed on the ASX on 11 May 2021. There have been changes to the Corporations Act following The Corporations Amendment (Meetings and Documents) Bill 2021 which passed both houses of parliament on 10 February 2022. The Bill allows companies and registered schemes to hold virtual meetings, distribute meeting‑related materials and validly execute documents electronically. The Company believes that it would be prudent to update the existing Constitution to allow for flexibility in the way the Company can hold Shareholder meetings, by expressly stating that virtual meetings are permitted. As this is a special resolution, at least 75% of votes cast by Shareholders entitled to vote and voting on this Resolution must be in favour of the Resolution for it to be passed.
Summary of material proposed changes	If this Resolution is passed, clause 28(a) of the Constitution will be replaced with the following wording: “The Company may by resolutions of the Board call a meeting of its Shareholders to be held: • At one or more physical venues; or • At one or more physical venues using virtual meeting technology; or • Using virtual meeting technology only.”
Board Recommendation	The Directors unanimously recommend that Shareholders vote in favour of this Resolution.
Chairman’s available proxies	The Chairman intends to vote all available proxies in favour of this Resolution.

APPROVAL OF THE GRANT OF SECURITIES UNDER THE EMPLOYEE INCENTIVE PLAN

Resolution 4

Approval of the grant of securities under the Employee Incentive Plan

Explanation

The purpose of the Employee Incentive Plan (Plan) is to provide eligible participants with an incentive to remain with the Company and to improve the longer-term performance of the Company and its returns to Shareholders. This Plan enables the Company to retain and attract skilled and experienced senior management and provide them with the motivation to make the Company more successful. The Company is required to obtain shareholder approval for the issue of securities under the Plan so that any issue of securities under that Plan within the next three years falls within the ASX Listing Rule exception and will not reduce the Company’s available placement capacity. This Resolution seeks to ‘refresh’ the Plan which was last approved by shareholders at the Company’s IPO in 2021. At the Company’s IPO, the total number of securities that could be issued under the Plan over the following three years was 8.5 million, as set out in the prospectus. Approval of this resolution will reset the total number of securities that can be issued under the Plan from 8.5 million to 20 million. The proposed 20 million securities that may be issued under the Plan allows for the 8.5 million securities considered in the prospectus. A copy of the Rules of the Plan was announced to the ASX on 11 May 2021 and a summary of the terms of the Rules is attached in Annexure A.

EP&T Global Limited | Annual General Meeting 2022

8 | P a g e

Why is approval being sought for this Resolution?	Shareholder approval is sought for the Plan for the purposes of ASX Listing Rule 7.2 exception 13, section 260C(4) of the Corporations Act and for all other purposes. ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period without shareholder approval. ASX Listing Rule 7.2 exception 13 provides that ASX Listing Rule 7.1 does not apply to issues of securities under an employee incentive scheme if, within three years before the date on which the securities are issued, shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1. However, the exception does not apply to Directors and their associates, who are deemed related parties of the Company, and issues to such persons will require separate approval under Listing Rule 10.14. If the Resolution is passed, the Company will be able to issue securities under the Plan to eligible participants for a three-year period post the date of approval without affecting the Company’s ability to separately issue up to 15% of its total ordinary securities in any 12- month period (without having to obtain a further Shareholder approval). The Directors believe that this will provide the Company with the flexibility necessary to raise additional capital as and when appropriate. If the Resolution is not passed, the Company will still be able to issue securities under the Plan to eligible participants however the issue securities will reduce the Company’s 15% placement capacity. For the purposes of Listing Rule 7.2 exception 13: a) A summary of the Rules of the Plan are set out in Annexure A; b) No securities have been issued under the Plan since the Plan was last approved by Shareholders upon the Company’s IPO on 2 July 2021; and c) it is proposed that up to 20,000,000 securities may be issued under the Plan over the next three years subject to its approval at this Annual General Meeting.
Board Recommendation	As the Directors are excluded from voting upon this Resolution pursuant to the ASX Listing Rules, the Directors will not make a recommendation to shareholders with respect to voting in relation to this Resolution.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of this Resolution.

EP&T Global Limited | Annual General Meeting 2022

9 | P a g e

DEFINITIONS

DEFINITIONS
ASX	Means ASX Limited ACN 008 624 691.
ASX Listing Rules	Means the listing rules of the ASX.
Annual General Meeting	Means the annual general meeting of the Company for 2022 to which the Notice relates.
Bill(the)	Means The Corporations Amendment (Meetings and Documents) Bill 2021 which passed both houses of parliament on 10 February 2022.
Chairman	Means the chairman of the Annual General Meeting.
CompanyorEP&T Global	Means EP&T Global Limited ACN 645 144 314.
Constitution	Means the Company’s constitution.
Corporations Act	Means the_Corporations Act 2001_(Cth).
Closely Related Party (of a member of KMP of an entity)	Has the definition given to it by section 9 of the Corporations Act, and means: a) a spouse or child of the member; or b) a child of the member's spouse; or c) a dependant of the member or of the member's spouse; or d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the entity; or e) a company the member controls; or f) a person prescribed by the regulations for the purposes of this definition.
Director	Means a director of the board of EP&T Global Limited.
Explanatory Memorandum	Means this explanatory memorandum accompanying and forming part of the Notice.
FY22	Means the financial year from 1 July 2021 to 30 June 2022.
Key Management PersonnelorKMP	Means those people described as Key Management Personnel in the Remuneration Report and includes all directors.
Meeting	Means the annual general meeting of the Company for 2022 to which the Notice relates.
Notice	Means this notice of meeting of the Company, including the accompanying Explanatory Memorandum.
Proxy Form	Means the proxy form that is enclosed with and forms part of this Notice.

EP&T Global Limited | Annual General Meeting 2022

10 | P a g e

Remuneration Report	Means the remuneration report set out in the Directors’ Report section of the Company’s annual financial report for the year ended 30 June 2022.
Resolution	Means a resolution set out in this Notice.
Share	Means a fully paid ordinary share in the capital of the Company.
Shareholder	Means a holder of at least one Share in the Company.

EP&T Global Limited | Annual General Meeting 2022

11 | P a g e

Annexure A: Employee Incentive Plan – Summary of Plan Rules

Employee Incentive Plan EP&T has established an employee incentive plan (Employee Incentive Plan) which provides the framework under which individual grants of employee incentives outside the STIP are proposed to operate. The key terms of the Employee Incentive Plan are outlined below.

TOPIC	SUMMARY
Administration	The Employee Incentive Plan will be administered by the Board.
Eligibility	Participation in the Plan is by invitation (Invitation). Eligible participants are full-time or part-time employees of any EP&T group company (including Executive Directors), or any other person the Board deems eligible in its absolute discretion.
Award	The Employee Incentive Plan provides flexibility for the Board to grant one or more of the following types of award: - options to acquire shares (Incentive Options); - rights to acquire shares (Performance Right); - shares allocated under the Plan (Restricted Share); or - a right to a cash amount determined in reference to the value of shares (Incentive Right), (together Awards). Any shares issued under the Employee Incentive Plan will rank equally with other Shares issued by EP&T, except for any rights attaching to shares by reference to a record date prior to the date of their issue.
Maximum number of Awards that may be issued under the Employee Incentive Plan	Subject to approval at the 2022 AGM, awards comprising the equivalent of 20,000,000 Shares.
Conditions	The Board must set out the terms and conditions of the Award in the Invitation. The Invitation must include: - the type(s) and number of Award(s) being offered or the method by which the number will be calculated; - the amount payable for the grant of an Award or the method by which the amount payable is calculated; and - any vesting conditions, or other condition including any vesting periods. An invitation for an Incentive Option or Performance Right must include: - requirements for exercising the Incentive Option (including any exercise price or exercise period); - whether exercising the Incentive Option or vesting of the Performance Right will only be satisfied by an allocation of shares to the participant; and - the date or circumstances in which the Incentive Option or Performance Right may lapse. An invitation for an Incentive Right must include: - how the amount of the Incentive Right is calculated; and - when the Incentive right will be paid.

EP&T Global Limited | Annual General Meeting 2022

12 | P a g e

Rights to participate in new issues of securities	Incentive Options and Performance Rights do not confer on participants a right to participate in the new issue of securities to existing shareholders unless: - the Incentive Option is entitled to be exercised, or the Performance Right has vested; - Shares have been allocated under the Employee Incentive Plan in respect of that Incentive Option or Performance Right before the determination of entitlements to new securities; or - the participant participates as a holder of allocated Shares.
Issue price	Awards are to be issued at no cost to a participant unless the Invitation specifies otherwise, or in respect of any allocation of Restricted Shares which may be deducted from that employee’s remuneration (provided that arrangement is noted in the Invitation). The Board may approve a loan made by an EP&T group company to a participant to satisfy any amount payable for the grant of Restricted Shares. If approved, the invitation to participate must specify the terms and conditions of that loan (including any repayment and dealing restrictions).
Trust arrangement	The Board may, in its discretion, determine that Restricted Shares will be held by a Trustee on behalf of the participant on the terms of the Trust Deed, and any other terms the Board determines. If Restricted Shares are to be held on trust, the invitation must set out: - the name of the trust and trustee; - the participant’s right to exercise any voting right attached to those shares; and - the circumstances the participant can direct the trustee to transfer the Restricted Share into the participant’s name, or sell the Restricted Share and pay any proceeds to the participant.

EP&T Global Limited | Annual General Meeting 2022

13 | P a g e

==> picture [210 x 96] intentionally omitted <==

All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 4:00pm (AEDT) on Monday 28 November 2022.

 TO VOTE ONLINE STEP 1: VISIT https://www.votingonline.com.au/epxagm2022 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

==> picture [15 x 15] intentionally omitted <==

BY SMARTPHONE

==> picture [77 x 60] intentionally omitted <==

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 4:00pm (AEDT) on Monday 28 November 2022 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/epxagm2022  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

• In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

EP&T Global Limited ABN 50 645 144 314

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of EP&T Global Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held as a Hybrid meeting at the offices of Hamilton Locke, Level 42, Australia Square, 264 George Street, Sydney NSW 2000 and online at https://web.lumiagm.com/350963192 on Wednesday, 30 November 2022 at 4:00pm (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorized to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorize the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Mr Victor Van Bommel as Director Resolution 3 Approval to Amend the Company’s Constitution

Resolution 4 Approval of the grant of securities under the Employee Incentive Plan

==> picture [96 x 104] intentionally omitted <==

STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Sole Director and Sole Company Secretary

Securityholder 2 Securityholder 3 Director

Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2022

==> picture [118 x 34] intentionally omitted <==

ONLINE SHAREHOLDERS’ MEETING GUIDE 2022

Attending the AGM virtually

If you choose to participate online, you will be able to view a live webcast of the meeting, ask questions and submit your votes in real time.

To access the meeting:

Visit web.lumiagm.com/350963192 on your computer, tablet or smartphone. You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

Meeting ID: 350-963-192

To login you must have your Voting Access Code (VAC) and Postcode or Country Code

The website will be open and available for log in from 4:00pm (AEDT), Monday 28 November 2022

Using the Lumi AGM platform:

ACCESS

The 1[st] page of the platform will ask in what capacity you are joining the meeting.

Shareholders or appointed proxies should select

“Shareholder or Proxyholder”

Guests should select “Guest”

==> picture [253 x 150] intentionally omitted <==

CREDENTIALS

Shareholders/Proxys

Your username is your Voting Access Code and your password is your Postcode or Country Code , or, for Non-Australian residents, your 3-letter country code.

Proxy holders should obtain their log in credentials from the registrar by calling 1300 737 760 within Australia or +61 2 9290 9600 from outside Australia

Voting Access Code (VAC) Postcode or Country Code

Guests

Please enter your name and email address to be admitted into the meeting.

Please note, guests will not be able to ask questions or vote at the meeting .

==> picture [154 x 161] intentionally omitted <==

==> picture [118 x 34] intentionally omitted <==

NAVIGATION

Once successfully authenticated, the home page will appear. You can view meeting instructions, ask questions and watch the webcast.

If viewing on a computer the webcast will appear at the side automatically once the meeting has started.

On a mobile device, select the broadcast icon at the bottom of the screen to watch the webcast.

==> picture [184 x 54] intentionally omitted <==

During the meeting, mobile users can minimise the webcast at any time by selecting the arrow by the broadcast icon. You will still be able to hear the meeting. Selecting the broadcast icon again will reopen the webcast.

VOTING

The Chair will open voting on all resolutions at the start of the meeting. Once voting has opened, the voting tab will appear on the navigation bar.

==> picture [57 x 61] intentionally omitted <==

Selecting this tab will open a list of all resolutions and their voting options.

==> picture [244 x 233] intentionally omitted <==

==> picture [273 x 148] intentionally omitted <==

Desktop / Laptop users can watch the webcast full screen, by selecting the full screen icon.

==> picture [42 x 42] intentionally omitted <==

To reduce the webcast to its original size, select the X at the top of the broadcast window.

==> picture [240 x 228] intentionally omitted <==

To vote, simply select your voting direction from the options displayed on screen. Your selection will change colour and a confirmation message will appear.

To change your vote, simply select another option. If you wish to cancel your vote, please press cancel.

There is no need to press a submit or send button. Your vote is automatically counted.

Voting can be performed at any time during the meeting until the Chair closes the poll.

==> picture [118 x 34] intentionally omitted <==

QUESTIONS

Any shareholder or appointed proxy is eligible to ask questions.

If you would like to ask a question. Select the messaging tab.

==> picture [61 x 60] intentionally omitted <==

Messages can be submitted at any time from the start of the meeting, up until the Chair closes the Q&A session.

==> picture [235 x 241] intentionally omitted <==

----- Start of picture text -----

Received
----- End of picture text -----

==> picture [235 x 240] intentionally omitted <==

Select the “Ask a Question” box and type in your message.

Once you are happy with your message, select the send icon.

==> picture [66 x 61] intentionally omitted <==

Questions sent via the Lumi platform may be moderated before being sent to the Chair. This is to avoid repetition and remove any inappropriate language.

Asking Audio Questions

If you are a shareholder or proxy you can ask a verbal question. Dial by your location below: +61 7 3185 3730 Australia +61 8 6119 3900 Australia +61 8 7150 1149 Australia +61 2 8015 6011 Australia +61 3 7018 2005 Australia

Find your local number: https://boardroommedia.zoom.us/u/acqWmpYciu

Once dialled in you will be asked to enter a meeting ID. Please ensure your webcast is muted before joining the call.

You will be asked for a participant pin however simply press # to join the meeting. You will be muted upon entry. To ask a question press 9 to signal the moderator. Once your question has been answered your line will be muted. Feel free to either hang up or stay on the line. For additional questions press 9 to signal the operator.

Meeting ID: 350-963-192

To login you must have your Voting Access Code (VAC) and Postcode or Country Code

The website will be open and available for log in from 4:00pm (AEDT), Monday 28 November 2022

==> picture [118 x 34] intentionally omitted <==

Country Codes

For overseas shareholders, select your country code from the list below and enter it into the password field.

ABWAruba AFGAfghanistan AGOAngola AIA Anguilla ALA Aland Islands ALB Albania ANDAndorra ANTNetherlands Antilles ARE United Arab Emirates ARG Argentina ARM Armenia ASMAmerican Samoa ATA Antarctica ATF French Southern ATGAntigua & Barbuda AUSAustralia AUT Austria AZE Azerbaijan BDI Burundi BEL Belgium BENBenin ~~BFA~~ Burkina Faso BGDBangladesh BGR Bulgaria BHRBahrain BHS Bahamas ~~BIH~~ Bosnia & Herzegovina BLM St Barthelemy BLR Belarus BLZ Belize BMU Bermuda BOLBolivia BRA Brazil BRBBarbados BRN Brunei Darussalam BTN Bhutan BURBurma BVT Bouvet Island BWABotswana CAF Central African Republic CANCanada CCKCocos (Keeling) Islands CHESwitzerland CHL Chile CHNChina ~~CIV~~ ~~Cote D’ivoire~~ CMRCameroon CODDemocratic Republic of Congo COK Cook Islands COLColombia COMComoros CPV Cape Verde CRI Costa Rica CUBCuba CYMCayman Islands CYP Cyprus ~~CXRChristmas Island~~ ~~CZECzech Republic~~ ~~DEUGermany~~ DJI Djibouti ~~DMADominica~~ DNKDenmark DOMDominican Republic	DZAAlgeria ECUEcuador EGY Egypt ERI Eritrea ESH Western Sahara ESP Spain EST Estonia ETH Ethiopia FIN Finland FJI Fiji FLK Falkland Islands (Malvinas) FRA France FROFaroe Islands FSMMicronesia GAB Gabon GBR United Kingdom GEOGeorgia GGY Guernsey GHAGhana GIB Gibraltar GIN Guinea GLP Guadeloupe GMBGambia GNBGuinea-Bissau GNQEquatorial Guinea GRCGreece GRDGrenada GRL Greenland GTMGuatemala GUFFrench Guiana GUMGuam GUY Guyana HKG Hong Kong HMDHeard & Mcdonald Islands HNDHonduras HRV Croatia HTI Haiti HUNHungary IDN Indonesia ~~IMN~~ Isle Of Man ~~IND~~ ~~India~~ IOT British Indian Ocean Territory IRL Ireland IRN Iran Islamic Republic of IRQ Iraq ~~ISM~~ ~~Isle of Man~~ ISL Iceland ISR Israel ITA Italy JAM Jamaica ~~JEY~~ ~~Jersey~~ JOR Jordan ~~JPN~~ ~~Japan~~ KAZKazakhstan KENKenya KGZKyrgyzstan KHMCambodia KIR Kiribati ~~KNASt Kitts And Nevis~~ KOR Korea Republic of KWTKuwait LAOLaos LBN Lebanon	LBR Liberia LBY Libyan Arab Jamahiriya LCA St Lucia LIE Liechtenstein LKA Sri Lanka LSO Lesotho LTU Lithuania LUX Luxembourg LVA Latvia MACMacao MAFSt Martin MARMorocco MCOMonaco MDARepublic Of Moldova MDGMadagascar MDVMaldives MEXMexico MHLMarshall Islands MKDMacedonia Former Yugoslav Rep MLI Mali MLT Mauritania MMRMyanmar MNEMontenegro MNGMongolia MNPNorthern Mariana Islands MOZMozambique MRT Mauritania MSR Montserrat MTQMartinique MUSMauritius MWIMalawi MYS Malaysia MYT Mayotte NAMNamibia NCL New Caledonia NERNiger NFK Norfolk Island NGANigeria NIC Nicaragua NIU Niue NLDNetherlands NORNorway Montenegro NPL Nepal NRUNauru NZL New Zealand OMNOman PAK Pakistan PANPanama PCNPitcairn Islands PER Peru PHL Philippines PLWPalau PNGPapua New Guinea POL Poland PRI Puerto Rico PRK Korea Dem Peoples Republic of ~~PRT~~ ~~Portugal~~ PRY Paraguay PSE Palestinian Territory Occupied PYF FrenchPolynesia QATQatar REU Reunion	ROURomania
			RUS Russian Federation
			RWARwanda
			SAU Saudi Arabia Kingdom Of
			SDNSudan
			SEN Senegal
			SGPSingapore
			SGS Sth Georgia & Sth Sandwich Isl
			SHNSt Helena
			SJM Svalbard & Jan Mayen
			SLB Solomon Islands
			SCGSerbia & Outlying
			SLE Sierra Leone
			SLV El Salvador
			SMR San Marino
			SOMSomalia
			SPMSt Pierre And Miquelon
			SRB Serbia
			STP Sao Tome And Principe
			SUR Suriname
			SVK Slovakia
			SVN Slovenia
			SWESweden
			SWZSwaziland
			SYC Seychelles
			SYR Syrian Arab Republic
			TCA Turks & Caicos Islands
			TCDChad
			TGOTogo
			THA Thailand
			TJK Tajikistan
			TKL Tokelau
			TKMTurkmenistan
			TLS Timor-Leste
			TMPEast Timor
			TONTonga
			TTO Trinidad & Tobago
			TUNTunisia
			TUR Turkey
			TUV Tuvalu
			TWNTaiwan
			TZA Tanzania United Republic of
			UGAUganda
			UKRUkraine
			UMI United States Minor
			URY Uruguay
			USAUnited States of America
			UZB Uzbekistan
			VNMVietnam
			VUT Vanuatu
			WLFWallis & Futuna
			WSMSamoa
			YEMYemen
			YMDYemen Democratic
			YUGYugoslavia Socialist Fed Rep
			ZAF South Africa
			ZAR Zaire
			ZMBZambia
			ZWEZimbabwe