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EPX LIMITED — Proxy Solicitation & Information Statement 2024
Apr 22, 2024
64865_rns_2024-04-22_92a7a27e-de94-4f66-90b2-274458caacbd.pdf
Proxy Solicitation & Information Statement
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23 April 2024
Dear Shareholder,
Extraordinary General Meeting (‘EGM’)
EP&T Global Limited (‘EP&T’) is holding an EGM to address two matters which we concluded could not wait until the Annual General Meeting in the later part of calendar 2024. Enclosed with this letter is a booklet containing the details of the resolutions being put to shareholders on two matters being:
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Ratification of the Company Placement Share Capacity of up to 15% of the Company’s share capital, as allowed under ASX Listing Rule 7.4 and
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Approval for certain Directors to participate in the recent successfully closed Placement and Entitlement Offer. This Conditional Placement of ordinary shares in the Company was foreshadowed in our announcement on 22 February 2024.
We encourage you to carefully read the enclosed material. The EGM will be held at the EP&T Sydney office of Level 11, 213 Miller Street North Sydney. In addition, for those unable to attend in person there is:
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an enclosed Proxy form which can be completed and sent to the Company Secretary, with relevant posting/delivery details outlined on Page 5 of the enclosed Notice of EGM; or
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Online voting, as per the instructions contained on Page 5 of the enclosed Notice of EGM.
Should you have any questions, please contact EP&T’s share registry, Boardroom Pty Limited on [email protected] or 1300 737 760 (within Australia) or +61 2 9290 9600 (Outside Australia), between 8:30am and 5:30pm (AEST) Monday to Friday.
Yours sincerely,
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Paul Oneile Chair
EP&T Global Limited, ACN 645 144 314 Suite 11.02, 213 Miller Street, North Sydney NSW 2060
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Notice of Extraordinary General Meeting and Explanatory Memorandum
EP&T Global Limited
ACN 645 144 314
| Date: | 24 May 2024 |
|---|---|
| Time: | 11.00 am (AEST) |
| Place: | At the offices of EP&T Global Limited Suite 1102, Floor 11, 213 Miller |
| Street, North Sydney, NSW 2060 |
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NOTICE OF 2024 EXTRAORDINARY GENERAL MEETING
Notice is given that the 2024 Extraordinary General Meeting of EP&T Global Limited ACN 645 144 314 (the Company )
will be at the offices of EP&T Global Limited Suite 1102, Floor 11, 213 Miller Street, North Sydney, NSW 2060 on Friday, 24 May 2024 at 11.00 am (AEST)
BUSINESS OF THE MEETING
Shareholders are invited to consider the following items of business at the Extraordinary General Meeting:
Ordinary Business
RATIFICATION OF PLACEMENT SHARES
| Resolution 1 | Ratification of Placement Share Issue |
|---|---|
| Resolution (Ordinary) |
To consider and, if thought fit, pass the following Resolution as anordinary resolution: “THAT, for the purpose of ASX Listing Rule 7.4 and all other purposes, Shareholders approve and ratify the issue of 66,887,056 Shares on 12 February 2024 on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.” |
| Voting Exclusion | The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the Placement of Shares or their Associates. 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; or (b) The Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a 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: oThe 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 oThe holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
APPROVAL OF PARTICIPATION IN THE CONDITIONAL PLACEMENT
| Resolution 2 | Issue of Shares to Mr John Balassis under the Conditional Placement |
|---|---|
| Resolution (Ordinary) |
To consider and, if thought fit, pass the following Resolution as anordinary resolution: “THAT, for the purpose of ASX Listing Rule 10.11 and all other purposes, Shareholders approve the issue of 2,622,650 Shares to Mr John Balassis, Executive Director and CEO of the Company, or his nominee(s), on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.” |
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| Voting Exclusion | The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr John Balassis, and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity), or any associate of Mr John Balassis and those other 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; or (b) The Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a 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: oThe 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 oThe holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
|---|---|
| Resolution 3 | Issue of Shares to Mr Victor van Bommel under the Conditional Placement |
| Resolution (Ordinary) |
To consider and, if thought fit, pass the following Resolution as anordinary resolution: “THAT, for the purpose of ASX Listing Rule 10.11 and all other purposes, Shareholders approve the issue of 7,276,050 Shares to Mr Victor van Bommel, Non-Executive Director of the Company, or his nominee(s), on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.” |
| Voting Exclusion | The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Victor van Bommel, and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity), or any associate of Mr Victor van Bommel and those other 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; or (b) The Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a 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: oThe 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 oThe holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
| Resolution 4 | Issue of Shares to Mr Paul Oneile under the Conditional Placement |
|---|---|
| Resolution (Ordinary) |
To consider and, if thought fit, pass the following Resolution as anordinary resolution: “THAT, for the purpose of ASX Listing Rule 10.11 and all other purposes, Shareholders approve the issue of 5,000,000 Shares to Mr Paul Oneile, Non-Executive Director and Chairman of the Company, or his nominee(s), on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.” |
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| Voting Exclusion | The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Paul Oneile, and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity), or any associate of Mr Paul Oneile and those other 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; or (b) The Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a 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: oThe 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 oThe holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
|---|---|
Dated: 23 April 2024
By order of the Board of EP&T Global Limited
Olga Smejkalova Company Secretary
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VOTING INFORMATION
Voting by proxy
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(a) A Shareholder entitled to attend and vote at the Extraordinary 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.
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(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.
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(c) A proxy need not be a Shareholder of the Company.
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(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.
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(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 11.00 am (AEST) on 22 May 2024:
Online https://www.votingonline.com.au/EPXegm2
024 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
Voting and other entitlements at the Extraordinary 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 7.00 pm (AEST) on 22 May 2024 will be taken to be held by the persons who held them at that time for the purposes of the Extraordinary 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. 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.
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.
By facsimile +61 9290 9655
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EXPLANATORY MEMORANDUM
TO NOTICE OF 2024 EXTRAORDINARY GENERAL MEETING
RATIFICATION OF PLACEMENT SHARES
| Resolution 1 | Ratification of Placement Share Issue |
|---|---|
| Explanation | On 12 February 2024, the Company issued 66,887,056 Shares to sophisticated and professional investors through a placement of shares (Placement). The purpose of the Placement was to fund revenue growth. This included the installation of revenue generating near term opportunities as well as implementing the Company’s sales growth strategy. A small portion of the funds will provide working capital support. Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the number of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The issue of Shares under this Resolution does not fit within any of these exceptions and, as they have not yet been approved by the Company’s Shareholders, they effectively use part of the 15% limit in ASX Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12-month period following the issue date. ASX Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under ASX Listing Rule 7.1. The Directors believe that it is in the best interests of the Company to maintain its ability to issue securities under its 15% Placement Capacity, as this will enhance the Company’s flexibility to finance its operations through raising equity capital, should the Directors consider it to be in the best interests of the Company to do so. To this end, this Resolution seeks Shareholder approval to the issue of Shares under and for the purposes of ASX Listing Rule 7.4. If this Resolution is passed, the Shares issued under the approved Resolution will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the date the securities were issued. If this Resolution is not passed, the Shares issued under the failed Resolution will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the date the securities were issued. The Directors do not (save for as otherwise set out in this Notice) currently have any specific intention to make any further issue of securities without approval of Shareholders under ASX Listing Rule 7.1 in the next 12-months unless such issue falls under an exception to the 15% threshold in LR 7.2. The Directors believe that it is in the best interests of the Company to maintain its ability to issue securities under its Listing Rule 7.1 Placement Capacity, as this will enhance the Company’s flexibility to finance its operations through raising equity capital, should the Directors consider it to be in the best interests of the Company to do so. |
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| Specific information required by ASX Listing Rule 7.5 |
For the purposes of ASX Listing Rule 7.5, the following information is provided to Shareholders in respect of this Resolution: Number of securities issued A total of 66,887,056 Shares fully paid ordinary shares (Placement Shares) were issued under the Company’s 15% placement capacity under ASX Listing Rule 7.1. Issue price per security $0.02 per share Date on which the securities were issued The Placement Shares were issued on 12 February 2024 and an Appendix 2A was released to ASX on 12 February 2024. Name of allottees The Placement Shares were allocated to professional and sophisticated investors. Terms of securities Fully paid ordinary Shares that rank pari passu with those Shares already on issue. Use of funds The Funds raised have been, or proposed to be, used to grow revenue, including installation of revenue generating near team opportunities as well as implementation of the sales growth strategy. A small portion of the funds will provide working capital support. |
|---|---|
| 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 PARTICIPATION IN CONDITIONAL PLACEMENT
| Resolutions 2 - 4 | Approval of Participation in Conditional Placement |
|---|---|
| Explanation | Shareholders are asked to approve the issue of Shares to some of the Directors of the Company on the same terms as those of the Placement (Conditional Placement) to raise a further $297,974. Pursuant to the Conditional Placement, Mr John Balassis, Mr Victor van Bommel and Mr Paul Oneile, being Directors of the Company, intend to invest $297,974 in aggregate. In consideration of their investments, the Company will issue to the Directors in aggregate 14,898,700 Shares at $0.02 per Share (Conditional Placement Shares) subject to Shareholder approval. |
| ASX Listing Rule 10.11 |
ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, the Company, as a listed company, must not issue equity securities to persons in a position of influence without Shareholder approvals. A person in a position of influence for the purposes of ASX Listing Rule 10.11 includes: a) a related party; |
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| b) a person who is, or was at any time in the 6 months before the issue of agreement, a substantial (30%+) holder in the Company; c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the Company and who has nominated a director to the board of the Company pursuant to a relevant agreement which gives them a right or expectation to do so; d) an associate of a person referred to in (a) to (c) above; and e) a person whose relationship with the Company or a person referred to in (a) to (d) above is such that, in the ASX’s opinion, the issue or agreement should be approved by Shareholders. A “related party” for the purposes of the Corporations Act and the ASX Listing Rules is widely defined and includes a director of a public company, a spouse of a director of a public company or an entity controlled by a director of a public company. The definition of “related party” also includes a person whom there is reasonable grounds to believe will become a “related party” of a public company. As Mr Balassis, Mr van Bommel and Mr Oneile are Directors, each of them is a “related party” of the Company. The proposed issues do not fall within any of the exceptions in ASX Listing Rule 10.12, and therefore require the approval of the Shareholders under ASX Listing Rule 10.11. To this end, Resolutions 2 - 4 seek the required Shareholder approval to issue the Conditional Placement Shares to Mr Balassis, Mr van Bommel and Mr Oneile under and for the purposes of ASX Listing Rule 10.11. If these Resolutions are passed, the Company will be able to proceed with the proposed issues. If these Resolutions are not passed, the Company will not be able to proceed with the proposed issues. |
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|---|---|
| Chapter 2E of the Corporations Act |
Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either: a) the giving of the financial benefit falls within one of the exceptions to the provisions; or b) Shareholder approval is obtained prior to the giving of the financial benefit. As explained above, each of Mr Balassis, Mr van Bommel and Mr Oneile is a “related party” of the Company. Also, the proposed issue of Conditional Placement Shares (which are equity securities, for the purposes of the Chapter 2E of the Corporations Act) constitutes the giving of a financial benefit. The Directors carefully considered the proposed issue of Conditional Placement Shares to each of Mr Balassis, Mr van Bommel and Mr Oneile (with each of the Directors abstaining in relation to their respective proposed issues) and formed the view that the giving of this financial benefit is on arm’s length terms, as the Conditional Placement Shares are proposed to be issued on the same terms as offered to non-related parties of the Company in the Placement. Accordingly, the Directors believe that the issue of Conditional Placement Shares to each of Mr Balassis, Mr van Bommel and Mr Oneile (with each of the Directors abstaining in relation to their respective proposed issues) fall within the “arm’s length terms” exception as set out in section 210 of the Corporations Act and rely on this exception for the purposes of these Resolutions. Therefore, the proposed issue of Conditional Placement Shares requires Shareholder approvals under and for the purposes of ASX Listing Rule 10.11 only. |
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| Specific information required by ASX Listing Rule 10.13 |
In accordance with ASX Listing Rule 10.13, which contains requirements as to the contents of a notice sent to Shareholders for the purposes of ASX Listing Rule 10.11, the following information is provided in relation to the Resolutions: Recipients and Category under ASX Listing Rule 10.11 Mr John Balassis – Executive Director & CEO Mr Victor van Bommel – Independent Non-Executive Director Mr Paul Oneile – Chairman & Independent Non-Executive Director Maximum no. of securities to be issued Mr John Balassis – 2,622,650 Shares Mr Victor van Bommel – 7,276,050 Shares Mr Paul Oneile – 5,000,000 Shares Issue price per security $0.02 per Share Date on which the securities were issued If Shareholder approval is obtained for Resolutions 2 - 4, the Company intends to issue the Conditional Placement Shares as soon as reasonably practicable after the Meeting, or in any event within one month after the date of the Meeting. Terms of securities Fully paid ordinary Shares that will rank pari passu with those Shares already on issue. Use of funds The Funds raised have been, or proposed to be, used to grow revenue, including installation of revenue generating near team opportunities as well as implementation of the sales growth strategy. A small portion of the funds will provide working capital support. |
|---|---|
| Board Recommendation |
The Directors recommend, with each Director abstaining in relation to his own investment, that Shareholders vote in favour Resolutions 2 - 4. |
| Chairman’s available proxies |
The Chairman intends to vote all available proxies in favour of these Resolutions. |
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DEFINITIONS
| DEFINITIONS | |
|---|---|
| ASX | Means ASX Limited ACN 008 624 691. |
| ASX Listing Rules | Means the listing rules of the ASX. |
| Chairman | Means the chairman of the Extraordinary 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). |
| 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. |
| Extraordinary General Meeting |
Means the extraordinary general meeting of the Company for 2024 to which the Notice relates. |
| Meeting | Means the extraordinary 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. |
| 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. |
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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 11:00am (AEST) on Wednesday 22 May 2024.
TO VOTE ONLINE
STEP 1: VISIT https://www.votingonline.com.au/EPXegm2024 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 11:00am (AEST) on Wednesday, 22 May 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/EPXegm2024 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
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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 Extraordinary General Meeting of the Company to be held at suite 1102, Floor 11, 213 Miller Street, North Sydney NSW 2060 on Friday 24 May 2024 at 11:00am (AEST) 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.
The Chair of the Meeting will vote all undirected proxies in favour of all Items of business. 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 Ratification of Placement Share Issue Resolution 2 Issue of Shares to Mr John Balassis under the Conditional Placement Resolution 3 Issue of Shares to Mr Victor van Bommel under the Conditional Placement Resolution 4 Issue of Shares to Mr Paul Oneile under the Conditional Placement
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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 /
Date / / 2024
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