ESGL’s filing outlines its plan to acquire the prestigious luxury performance car brand De Tomaso Automobili through a Nasdaq-listed merger, aiming to boost long-term shareholder value.

SINGAPORE, May 23, 2025 — ESGL Holdings Limited (Nasdaq: ESGL), a leading Singaporean provider of sustainable circular solutions, has submitted its proxy statement to the U.S. Securities and Exchange Commission regarding its proposed business combination with De Tomaso Automobili Holdings, a highly respected name in the luxury performance vehicle sector.

Shareholders will vote on the following proposals at an Extraordinary General Meeting (EGM) on June 10, 2025:

  • Proposal No. 1: Increase the authorized share capital to enable the issuance of shares for the acquisition.
  • Proposal No. 2: Implement a share consolidation, if necessary, to meet Nasdaq’s minimum bid price requirement.
  • Proposal No. 3: Change the company name to reflect the identity of the publicly traded entity.
  • Proposal No. 4: Adopt an updated charter to represent the combined company’s forward-looking structure.
  • Proposal No. 5: Authorize adjournment of the EGM to maximize shareholder participation.

Upon the transaction’s completion, ESGL will be renamed OIO Holdings Limited and is anticipated to trade on Nasdaq under the new tickers “OIO” (ordinary shares) and “OIOWW” (warrants).

Why This Business Combination Matters
• Premium Brand, Global Demand: De Tomaso’s P72 and P900 hypercars are drawing interest from elite collectors. The brand is positioned for strong financial results due to limited production and considerable pricing leverage.

• A Strategic Leap: ESGL is expanding its focus from industrial sustainability to the ultra-luxury consumer market.

• Designed for Growth: The combined company’s structure ensures long-term shareholder alignment, performance-based incentives, and Nasdaq visibility.

• Ready to Go: The production-ready De Tomaso P72 is currently available for private viewings by invitation at Miller Motorcars in Greenwich, Connecticut, with limited public showings planned.

Additional information and voting instructions are available at: https://www.cstproxy.com/esgl/2025

If you were a shareholder on May 2, 2025, your vote is important.

About ESGL Holdings Limited

ESGL Holdings Limited (NASDAQ: ESGL) is a Singaporean leader providing sustainable circular solutions for the chemicals, electronics, and manufacturing industries. ESGL utilizes its proprietary technology and ESG-focused strategy to convert waste into valuable circular products, promoting a resource-efficient and low-carbon future.

About De Tomaso Automobili

Established in 1959 in Modena, Italy, De Tomaso is a celebrated automotive marque that combines Italian design with a rich motorsport history. Revived in 2014 under Norman Choi’s leadership, the company is dedicated to crafting emotionally evocative and mechanically authentic vehicles for a new generation of enthusiasts.

Investor & Media Contacts:
ESGL Holdings Limited
Investor Relations: ir@esgl.asia
Website: www.esgl.asia

De Tomaso Automobili
Media Inquiries: media@detomaso-automobili.com
Website: www.detomaso-automobili.com
Instagram: @detomaso_official

Forward Looking Statements

This press release contains statements that may be considered “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995’s “safe harbor” provisions. Forward-looking statements are identifiable by terms such as “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project,” and similar expressions that predict or suggest future events or trends, or that are not statements of historical facts. Examples of forward-looking statements include statements in this release regarding ESGL’s and De Tomaso Automobili’s expectations for future performance, the anticipated financial impact of the proposed business combination, the fulfillment of closing conditions for the share purchase agreement, and the timing of the business combination’s completion. These statements are not guarantees of future performance but are based on the current beliefs, expectations, and assumptions of ESGL’s management. Because they relate to the future, they are subject to uncertainties, risks, and changing circumstances that are difficult to predict and often beyond our control. Actual results may differ significantly from those indicated. Therefore, you should not rely on these forward-looking statements. Further details on risks and uncertainties are available in ESGL’s filings with the SEC, which you are encouraged to review. Any forward-looking statement in this press release is based on information currently available to ESGL and is made only as of the date of this release. ESGL does not commit to updating any forward-looking statement, whether written or oral, due to new information, future developments, or otherwise, except as legally required.

No Assurances

There is no guarantee that the proposed business combination will be completed or, if completed, that its potential benefits will be realized.

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