Epsium Enterprise Ltd

PROXY STATEMENT

The board of directors (the “Board of Directors”) of EPSIUM ENTERPRISE LIMITED (the “Company”) is soliciting proxies for the extraordinary general meeting of shareholders (the “Meeting”) of the Company to be held on August 22, 2025 at 10:00 a.m., Eastern Time. The Company will hold the Meeting at Alameda Dr. Carlos D’assumpcao Edf., China Civil Plaza 235-243, 14 Andar P, Macau. Shareholders will have an equal opportunity to participate at the Meeting and engage with the directors, management, and other shareholders of the Company online, regardless of their geographic location.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting or any adjournment thereof in person. Beneficial shareholders who hold their shares through a broker, investment dealer, bank, trust corporation, custodian, nominee or other intermediary who have not duly appointed themselves as proxyholder will be able to attend as guests, but will not be able to participate in or vote at the Meeting.

Only registered shareholders of the Company of record at the close of business on July 24, 2025 (the “Record Date”) are entitled to attend and vote at the Meeting or at any adjournment thereof. The shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporate entity) by its duly authorized representative representing not less than 50 percent of the voting rights of the outstanding shares of the Company (the “Shares”) carrying the right to vote at the Meeting shall form a quorum.

Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of the Company. Each holder of the Shares shall be entitled to one vote in respect of each Share held by such holder on the Record Date.

Each ordinary share of the Company (Share) shall be entitled to one (1) vote on all matters subject to the vote at the Meeting. Where proxies are properly completed, dated, signed and returned by holders of Shares, the Shares they represent, unless the proxies are revoked, will be voted at the Meeting in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the Shares will be voted “FOR” each proposal and in the proxy holder’s discretion as to other matters that may properly come before the Meeting.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Meeting.

Please refer to this proxy statement for information related to the proposals.