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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:

  1. 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

  2. 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:

  • 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

  • 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

1

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:
o
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
o
The 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.”

2

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:
o
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
o
The 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:
o
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
o
The 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:
o
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
o
The 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

  • (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.

  • (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 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;

7

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.
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.

8

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

1

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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