EPX LIMITED — AGM Information 2024

Oct 27, 2024

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Notice of Annual General Meeting and Explanatory Memorandum

EP&T Global Limited

ACN 645 144 314

Date: 28 November 2024 Time: 4.00pm (AEDT) Place: EP&T Offices, Suite 1102, Floor 11, 213 Miller Street, NORTH SYDNEY, NSW 2060 Webcast: Shareholders will be able to view the Meeting presentations, ask questions and listen to the meeting live, by entering the URL into their browser. = https://boardroomptylimited.zoom.us/j/86805645549?pwd QOyYy1XOm54sU6bHg0RTdZDXzpXelR.1 Please note that is an in-person meeting and shareholders attending the meeting virtually will not be able to cast votes online whilst the meeting is in progress.

NOTICE OF 2024 ANNUAL GENERAL MEETING

Notice is given that the 2024 Annual General Meeting of EP&T Global Limited ACN 645 144 314 (the Company )

will be held at EP&T Offices, Suite 1102, Floor 11, 213 Miller Street, NORTH SYDNEY, NSW 2060 on 28 November 2024 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 2024.

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 2024 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 2024 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 2024, 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.

ELECTION OF DIRECTOR

Resolution 2	Election of Mr Paul Oneile as Director
Resolution (Ordinary)	To consider and, if thought fit, pass the following Resolution as anordinary resolution: "THATMr Paul Oneile, who retires as a Director of the Company in accordance with ASX Listing Rule 14.4 and clause 47(c) of the Constitution and, being eligible, offers himself for election, be elected as a Director of the Company."
ELECTION OF DIRECTOR
Resolution 3	Election of Ms Elizabeth Aris as Director
Resolution (Ordinary)	To consider and, if thought fit, pass the following Resolution as anordinary resolution: "THATMs Elizabeth Aris, who retires as a Director of the Company in accordance with ASX Listing Rule 14.4 and clause 47(c) of the Constitution and, being eligible, offers herself for election, be elected as a Director of the Company."

RE-ELECTION OF DIRECTOR

Resolution 4	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 election, be re-elected as a Director of the Company."

APPROVAL OF THE GRANT OF A MAXIMUM OF 21,400,000 EQUITY SECURITES UNDER THE EMPLOYEE INCENTIVE PLAN

Resolution 5	Approval of the grant of a maximum of 21,400,000 equity 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 the 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.

Dated: 28 October 2024

By order of the Board of EP&T Global Limited

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Olga Smejkalova Company Secretary

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 2024, 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 20 November 2024.

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 26 November 2024:

Online www.votingonline.com.au/epxagm2024 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 26 November 2024 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 Paul Oneile, 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.

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.

EXPLANATORY MEMORANDUM

TO NOTICE OF 2024 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 2024 to be laid before the Company’s 2024 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 2024 Annual Report has been sent only to those Shareholders who have elected to receive a printed copy. A copy of the 2024 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 2024, 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 2024 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).

	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.

ELECTION OF DIRECTORS

Resolutions 2 & 3	Election of Mr Paul Oneile and Ms Elizabeth Aris as Directors
Explanation	Clause 47(c) of the Constitution and ASX Listing Rule 14.4 requires that a Director that was appointed by the Board to fill a casual vacancy must retire at the next annual general meeting occurring after that appointment and is eligible for re-election at that meeting. In accordance with this, Mr Paul Oneile and Ms Elizabeth Aris will retire and being eligible, seeks election.
About Mr Paul Oneile	Mr Paul Oneile was appointed to the Board of the Company on 1 February 2024. Mr Oneile is a highly experienced company director, who has held the positions of Chairman (Executive and Non-executive), Director, Managing Director and Chief Executive Officer of companies across a variety of industries, including roles within ASX-listed companies. Mr Oneile’s previous experience includes being the non-executive Deputy Chair of Thorn Group Limited, the non-executive Chair of Invigor Group Limited, non-executive Chair of A2B Australia Limited (formerly Cabcharge Australia Limited) and non-executive Chair of Intecq Limited (formerly eBet Limited) from 2012 until its acquisition by Tabcorp Holdings Limited in 2016. From 2003 to 2008, Mr Oneile was CEO of Aristocrat Leisure Limited, where he oversaw significant business and cultural change which included, streamlining the supply chain operation and successfully oversaw the growth of the company’s international operations.
About Ms Elizabeth Aris	Ms Elizabeth Aris was appointed to the Board of the Company on 25 March 2024. Ms Aris is a senior technology and telecoms business executive with experience in the US, China and Australia. Ms Aris is a Board Member or Advisor to a number of growth stage technology business, operating in multiple countries, and between 2020 & 2021 was Group Executive, Enterprise & Government at TPG Telecom. She held positions as senior executive at Tasmanet, Trujillo Technology Group, Alcatel-Lucent (now Nokia) and Telstra. Ms Aris has also had consulting roles with Microsoft and Sprint. Ms Aris commenced her career in banking and was member of the Retail Bank executive team at Westpac. She has served as a Non-Executive Director in both publicly listed and private companies and spent five years in New York establishing a technology start up from concepts and operations.

Board Recommendation	The Board, with Mr Oneile abstaining from voting on the Resolution 2 and Ms Aris abstaining from voting on the Resolution 3, recommends that Shareholders vote in favour of this Resolution.
Chairman’s available proxies	The Chairman intends to vote all available proxies in favour of these Resolutions.

RE-ELECTION OF DIRECTOR

Resolution 4	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. The Directors standing for election under clause 47(c) are not included in determining whether a Director is to stand for re-election under clause 47(b). 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 and was last re-elected by shareholders on 30 November 2022. 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. Mr Van Bommel 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, Mr Van Bommel worked for 14 years at Goldman Sachs in London, where he had various senior position in equities and real estate capital markets. Mr Van Bommel 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.

APPROVAL OF THE GRANT OF A MAXIMUM OF 21,400,000 EQUITY SECURITES UNDER THE EMPLOYEE INCENTIVE PLAN

Resolution 5

Approval of the grant of a maximum of 21,400,000 equity 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 has at present the right to issue 20.0 million securities under its Plan. The number of equity securities that have been issued to employees under the Plan at the time of the AGM is 13.6 million options, which vest over three years with the following issue prices (relative to the share price on 10 October 2024 of $0.023): Year 1 $0.06 Year 2 $0.15

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Year 3 $0.25

The current issued options (13.6 million) under the Plan and their relevant exercise price are as follows:

	Number Allocated at $0.06	Number Allocated at $0.15	Number Allocated at $0.25	Total
March-May 2023 allocation	4,466,667	3,966,667	3,966,666	12,400.000
April 2024 allocation	400,000	400,000	400,000	1,200,000
Total	4,866,667	4,366,667	4,366,667	13,600,000

Once securities have been issued under the Plan, they cannot be cancelled. In addition, none of the above securities have been exercised.

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 will increase the total securities that may be issued under the Plan by 15,000,000 equity securities. Accordingly, subject to the approval of shareholders at the 2024 AGM, the maximum number of securities that may be issued under the Plan over the threeyear period from the 2024 AGM is 21,400,000 Equity Securities.

This Resolution effectively seeks to ‘refresh’ the Plan, which was last approved by shareholders at the AGM in 2022 (‘2022 AGM’). At the 2022 AGM, shareholders approved an additional 11.5 million securities to be added to the total number of equity securities which could be issued under the Plan, meaning that up to a maximum of 20,000,000 equity securities could be issued under the Plan over the period of three-year period from the approval at the 2022 AGM.

Taking into account the 13,600,000 equity securities already issued under the Plan, approval of this Resolution will increase the total number of securities that can be issued under the Plan from 20,000,000 to 35,000,000.

The total number of Fully Paid Ordinary (‘FPO’) securities on issue is 602,642,947. The approval of this Resolution will increase the total number of securities that can be issued under the Plan from 20,000,0000 (current) to 35,000,000, being 5.8% of FPO securities on issue if all securities are issued under the Plan.

The table below summarises the resolution:

The table below summarises the resolution:
History of approvals for issues of securities under the Plan	ESOP Securities
2022 AGM Approval (maximum issues – 3 years approval validity)	20,000,000
Securities already issued to date under the Plan	13,600,000
Securities not issued and remaining to date under the 2022 AGM approval	6,400,000
2024 Increase to the available securities under the Plan	15,000,000
Maximum number of equity securities that may be issued under the Plan over the next 3years(if approved at 2024 AGM)	21,400,000

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.

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) 13,600,000 securities have been issued under the Plan ;and c) it is proposed that up to a maximum of 21,400,000 additional 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.

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 2024 to which the Notice relates.
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.
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 2024 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.
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 2024.
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.

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 2024 AGM, a maximum of 21,400,000 additional equity securities can be issued.
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.

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.

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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 on Tuesday, 26 November 2024.

 TO APPOINT A PROXY ONLINE STEP 1: VISIT https://www.votingonline.com.au/epxagm2024 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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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 on Tuesday, 26 November 2024. 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/epxagm2024  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 ACN 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 at the EP&T Offices, Suite 1102, Floor 11, 213 Miller Street, NORTH SYDNEY, NSW 2060 Thursday, 28 November 2024 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 authorised 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 & 5, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 & 5 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 & 5). 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 (non-binding vote) Resolution 2 Election of Mr Paul Oneile as Director Resolution 3 Election of Ms Elizabeth Aris as Director Resolution 4 Re-election of Mr Victor Van Bommel as Director Resolution 5 Approval of the grant of a maximum of 21,400,000 equity securities under the Employee Incentive Plan

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STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2024