EPIC Acquisition : 30 March 2023 – Shareholder Circular

EPIC ACQUISITION CORP

An exempted company incorporated with limited liability under the laws of the Cayman Islands

Shareholder Circular relating to the proposed extension of the Business Combination Deadline

including

Notice of extraordinary general meeting of Shareholders of EPIC Acquisition Corp

This document is a circular and a notice (this Circular) relating to the proposal by EPIC Acquisition Corp (the Company or EAC) to extend the Business Combination Deadline (as defined below). The prospectus for the Company's initial public offering, dated 3 December 2021 (the EAC IPO Prospectus), provides that the Company has 16.5 months from 8 December 2021 (the Settlement Date), being 25 April 2023 (the Initial Business Combination Deadline) to complete a Business Combination (as defined below). It is envisaged, without any obligation on the Company, that the Initial Business Combination Deadline may be extended with the approval of the holders of the Company's shares (each a Shareholder) and subject to the EAC Sponsor Limited (the Sponsor) paying additional funds into the Escrow Account (as defined below) in respect of each extension (the Initial Business Combination Deadline, subject to extensions, the Business Combination Deadline).

The Company proposes to extend the Business Combination Deadline on the basis of a new extension and redemption structure on the terms and conditions set out in this Circular, whereby the Company will have a maximum of nine months from the Initial Business Combination Deadline to complete a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with a single business (a Business Combination). The new extension periods provide for (i) an initial three-month extension period from the Initial Business Combination Deadline (the First Extension), and thereafter (ii) the board of directors of the Company (the Board) will have the right (the Board Extension Right) to extend the Business Combination Deadline up to six times by an additional month each time (each such extension a Subsequent Extension, and, together with the First Extension, the Extensions).

In connection with the First Extension, the Sponsor has undertaken to pay into the Escrow Account an amount equal to €0.03 in relation to each Public Share (as defined below) outstanding after the Pre-Extension Share Redemption (as defined below) (each a Remaining Public Share), with such amount for all Remaining Public Shares not exceeding an aggregate amount equal to €410,459 (the First Extension Payment), and the Sponsor has further undertaken to pay into the Escrow Account an amount equal to €0.01 in relation to each Remaining Public Share for each Subsequent Extension, with such amount for all Remaining Public Shares for each Subsequent Extension not exceeding an aggregate amount equal to €136,820 (each payment in respect of the Subsequent Extensions, a Subsequent Extension Payment, and together with the First Extension Payment, the Extension Payments).

It is further proposed that: (i) between 30 March 2023, 21:00 CET, and 19 April 2023, 15:00 CET (the Pre-Extension Redemption Period) holders of Class A Ordinary Shares (the Shareholders) will be able to offer their Class A Ordinary Shares for redemption under the Revised Share Redemption Arrangement (as defined below), provided however that such Class A Ordinary Shares will only be redeemed under this arrangement if Shareholders approve the Extension Proposal (as defined below) at the EGM (as defined below) and the Board Non-Extension Decision (as defined below) lapses without having been taken; and (ii) the Share Redemption Arrangement be revised, subject to the requisite shareholder approval of the Extension Proposal at the EGM, (a) to extend its scope to the redemption of Public Shares contemplated in (i) for the gross redemption price equal to €10.225 per Public Shareplus any Public Shareholders' Interest (as defined below) divided by the number of Public Shares issued and outstanding less any release fees payable to the Escrow Agent or other charges payable pursuant to the terms of the Escrow Agreement divided by the number of Class A Ordinary Shares issued and outstanding, as determined two trading days (being a day on which Euronext Amsterdam is open for trading (a Trading Day)) prior to the Initial Business Combination Deadline, which is anticipated to be €10.32 per Public Share, and (b) to reflect the revised amounts payable to the Non-Redeeming Shareholders (as defined below) in connection with any future redemption pursuant to the First Extension Payment and the Subsequent Extension Payments rather than the additional payments as currently contemplated in the EAC IPO Prospectus (the Revised Share Redemption Arrangement). Each of the Sponsor, ESO Alternative Investments LP (ESO) and a fund of TT Bond Partners (TTB, and together with ESO, the Sponsor Affiliates) have delivered an undertaking to the Company that they respectively will each vote for the Extension Proposal and will not make an election to redeem the Class A Ordinary Shares they each hold as part of the Pre-Extension Share Redemption.

The Company also proposes to amend the Company's Articles of Association (the Articles) to confirm the treatment of positive interest in relation to funds in the Escrow Account (the Positive Interest Treatment). The Company proposes that any positive interest accruing on the Affiliates' Shares (the Affiliates' Interest) and any positive interest accruing on the Overfunding Class A Shares (the Overfunding Interest) shall be retained by the Company and may be applied to the costs and expenses of the Company, including in relation to a Business Combination, whilst any positive interest accrued on the Public Shares (the Public Shareholders' Interest) may be applied on a pro rata basis for redemptions by the Public Shareholders arising under the Articles, including, if approved by the Shareholders, in relation to the Revised Share Redemption Arrangement. It is proposed that any Affiliates' Interest not applied by the Company to the cost and expenses of the Company, including in relation to a Business Combination, shall be divided pro rata between the Sponsor Affiliates who redeem their Affiliates' Shares after the expiry of the Business Combination Deadline or in the context of a Business Combination (as the case may be).

In addition, it is proposed that as part of the Extension Proposal, the Shareholders approve an amendment to the Articles to give rise to the ability of the Sponsor to redeem Unused Overfunding Units (as defined below) immediately following the completion of any Pre-Extension Share Redemptions (as defined below) (the Overfunding Redemption). On the Settlement Date, the Sponsor deposited an amount equal to €1,037,680 into the Escrow Account through the subscription of 103,768 Units to cover any negative interest, if any, paid on the proceeds held in the Escrow Account upon the IPO (the Negative Interest). Given a changing interest rate environment, including the decision by the European Central Bank to raise its main deposit facility interest rates to zero on 21 July 2022, the Negative Interest arising on the proceeds is anticipated to be €700,320, which would imply an over-payment by the Sponsor of Negative Interest cover at the time of the IPO of an amount which is anticipated to be €337,360 (the Unused Overfunding Amount).

The proposed amendments to the Articles, reflecting (i) the First Extension and the Board Extension Right, (ii) the Revised Share Redemption Arrangement and the Board Non-Extension Decision (together (i) and (ii), the New Extension Structure), (iii) the Positive Interest Treatment and (iv) the Overfunding Redemption, are subject to the approval of the Shareholders, as set out in the Notice (such amendments, the Article Amendments, and together with the inter-linked steps comprising the New Extension Structure, the Positive Interest Treatment and the Overfunding Redemption, the Extension

Proposal).

Subject to the requisite shareholder approval of the Extension Proposal at the EGM, the Overfunding Redemption would enable the Sponsor to elect to redeem such number of Units corresponding to all or part of the Unused Overfunding Amount divided by €10.00 (each an Unused Overfunding Unit) immediately following the completion of any Pre-Extension Share Redemptions. In the event that the Sponsor does not make such an election, the Sponsor will continue to hold any portion of Unused Overfunding Units not redeemed and the Company shall be entitled to keep the Unused OverfundingAmount for the Company's discretionary use. Subject to the requisite shareholder approval of the Extension Proposal, the Sponsor has undertaken not to make such election, and subject to receipt of such undertaking from the Sponsor, as at the Latest Practicable Date, the Board has exercised its discretion not to keep, and to apply the Unused Overfunding Amount not otherwise redeemed by the Sponsor immediately following the completion of any Pre-Extension Share Redemptions in whole or in part for the Extension Payments to be made by the Sponsor in relation to Extensions. Any remaining portion of the Extension Payments outstanding in respect of an Extension after the application of the Unused Overfunding Amount not otherwise redeemed by the Sponsor immediately following the completion of any Pre-Extension Share Redemptions will be satisfied by the Sponsor making the relevant payment of such outstanding amount directly into the Escrow Account.

At the time of the IPO, an aggregate of 411,613 Class A Ordinary Shares underlying the Units that were issued to, and purchased by, the Sponsor (1) in case of a liquidation of the Company after the expiry of the Business Combination Deadline or in case of redemptions of Class A Ordinary Shares in the context of a Business Combination (as the case may be) and (2) to cover any Negative Interest (as defined below) (collectively, the Overfunding Class A Shares).

The holders of Class A Ordinary Shares (excluding the Overfunding Class A Shares and the Affiliates' Shares) (the Public Shareholders) hold an aggregate of 13,681,959 Class A Ordinary Shares (the Public Shares), representing an amount in the Escrow Account equal to €136,819,590 (the Public Shareholders' Purchase Price) excluding any accrued positive interest, and the Sponsor Affiliates hold 1,318,041 Class A Ordinary Shares in aggregate which were issued to, and purchased by, the Sponsor Affiliates at the time of the IPO (the Affiliates' Shares), representing an amount in the Escrow Account equal to €13,180,410 (the Affiliates' Purchase Price) excluding any accrued positive interest.

As at the Latest Practicable, neither the Sponsor nor the Sponsor Affiliates hold any Public Shares.

For the avoidance of doubt, a Class A Ordinary Shareholder can vote its Class A Ordinary Shares at the EGM irrespective of whether or not it has elected to exercise its rights to have their Class A Ordinary Shares redeemed under the Revised Share Redemption Arrangement, and further, the redemption of the Class A Ordinary Shares held by a Class A Ordinary Shareholder does not trigger the redemption of the Warrants held by such Shareholder (if any).

This Circular is not a prospectus for the purposes of Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended and thus has not been approved by, or filed with, the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the AFM). This Circular does not constitute or form part of any offer or invitation to purchase, otherwise acquire or subscribe for, or any solicitation of any offer to purchase, otherwise acquire or subscribe for, any security.

The notice of the Company's extraordinary general meeting of the Shareholders, which will be held at the offices of Walkers (Cayman) LLP, 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands, on 21 April 2023 (the EGM), is set out in section 3 of this document (the Notice), and the explanatory notes to the agenda are set out in section 4 of this document.

The agenda and explanatory notes thereto constitute an integral part of this Notice.

This Circular, including the Notice, is published electronically and in English only.

This Circular is dated 30 March 2023

TABLE OF CONTENTS

• 1. Expected Timetable of Principal Events .................................................................................... 5

• 2. Letter to Shareholders ................................................................................................................ 6

• 3. Notice of and Agenda for Extraordinary General Meeting ........................................................ 8

• 4. Explanatory Notes to the Agenda for the Extraordinary General Meeting .............................. 11

• 5. The Extension Proposal ............................................................................................................ 13

• 6. Other Important Information .................................................................................................... 20

• 7. Defined Terms .......................................................................................................................... 22

27942591.2 E2648.171315 EU-DOCS42728022.23

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1.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Date (Time)
Redemption acceptance period (Pre-Extension Redemption Period) starts	30 March 2023 at 21:00 CET
Record Date for voting	31 March 2023 at 18:00 CET
Registration Period starts	1 April 2023 at 00:00 CET
Redemption period (Pre-Extension Redemption Period) ends	19 April 2023 at 15:00 CET
Registration Period ends	20 April 2023 at 18:00 CET
Deadline for Shareholders and Intermediaries to submit voting	20 April 2023 at 18:00 CET
instructions via the online portal hosted by ABN AMRO*
Deadline for Registered Shareholders to submit proxies and voting	21 April 2023 at 9:00 CET
instructions to the Company*
Deadline for Registered Shareholders to submit in-person vote at EGM	21 April 2023 at 14:00 CET
EGM	21 April 2023 at 14:00 CET
Deadline for Board to take Board Non-Extension Decision	24 April 2023 at 17:00 CET
Redemption of Class A Ordinary Shares under the Revised Share
Redemption Arrangement and payment of consideration for redeemed
Class A Ordinary Shares**

25 April 2023

*Please see section Voting Instructions for more information, including for Shareholders who hold Class A Ordinary Shares through Intermediaries.

**Provided that Shareholders approve the Extension Proposal at the EGM and the Board Non-Extension Decision lapses without having been taken by the Board.

The dates and times given are based on the Company's current expectations and may be subject to change. Any revised dates and/or times will be notified to the Shareholders, by way of a press release published on the Company's website (www.epicacquisitioncorp.com).

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