Shareholders Approve Key Step; Completion Hinges on Nasdaq Approval and Other Requirements

SINGAPORE, June 13, 2025 — ESGL Holdings Limited (NASDAQ: ESGL) (“ESGL” or the “Company”), a prominent provider of sustainable waste management solutions, announced today that its shareholders have approved all proposals at the Extraordinary General Meeting (“EGM”) on June 10, 2025, concerning the proposed merger with De Tomaso Automobili, the renowned Italian luxury car maker.

ESGL shareholders approved all proposals pertaining to the business combination, including:

  • Proposal 1: Increasing authorized share capital to enable the issuance of shares for the acquisition.
  • Proposal 2: Implementing a share consolidation, if necessary, to meet Nasdaq’s minimum bid price rule.
  • Proposal 3: Changing the company name to reflect the new, combined entity.
  • Proposal 4: Adopting an updated charter to represent the forward-looking structure of the combined company.
  • Proposal 5: Authorizing the adjournment of the EGM to maximize shareholder support.

The completion of the business combination is still dependent on Nasdaq’s approval of the continued listing application, as well as other standard closing conditions.

“We are pleased to have secured strong shareholder support as we move forward with this strategic combination with De Tomaso,” stated Quek Leng Chuang, Chairman and CEO of ESGL. “This transaction positions us to unlock new growth opportunities, expand across industries and markets, and create long-term shareholder value.”

The Company is actively collaborating with Nasdaq and other relevant parties to finalize the listing review process and satisfy the remaining closing conditions.

The Company will provide further updates as significant developments occur.

Forward-Looking Statements
This press release contains certain statements that may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995’s safe harbor provisions. These statements can be identified 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 regarding the proposed business combination with De Tomaso Automobili. These statements are not historical facts or guarantees of future performance but are based on the current beliefs, expectations, and assumptions of ESGL management. Because these statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and often beyond our control. Actual results and outcomes may differ significantly from those indicated in these forward-looking statements. Therefore, undue reliance should not be placed on them.

A detailed list and description of risks and uncertainties can be found in ESGL’s filings with the SEC, which readers are encouraged to review. Any forward-looking statement in this press release is based solely on information currently available to ESGL and speaks only as of the date it is made. ESGL undertakes no obligation to update any forward-looking statement, whether written or oral, as a result of new information, future developments, or otherwise, except as required by law.

No Assurances

There is no guarantee that the proposed business combination will be completed, nor can there be any assurance that the potential benefits of the business combination will be realized if it is completed.

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

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