Star Phoenix Group Ltd

("Star Phoenix" or the "Company")

23 December 2021

NOTICE OF ANNUAL GENERAL MEETING

Star Phoenix (AIM: STA), an international company with an oilfield services business in Trinidad and an oil and gas interest in Indonesia, advises that a circular has been sent to shareholders together with a notice of Annual General Meeting ("AGM") which is to be held at Level 1, 181 Bay Street, Brighton, Melbourne, Victoria Australia 3186 at 16:00 (AEDT) on 31 January 2022. Copies of the circular and Notice of AGM are available from the Company's website https://www.starphoenixgroup.com/. An extract of the circular can also be seen below. 

This announcement has been approved by Chairman Kerry Gu on behalf of the Company.

The information contained within this announcement is considered to be inside information prior to its release, as defined in Article 7 of the Market Abuse Regulation No. 596/2014, and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.

Star Phoenix Group Ltd
ACN 002 522 009

Notice of Annual General Meeting

Notice is given that the Annual General Meeting will be held at:

Time:                           16:00 Australian Eastern Daylight Time (AEDT)

Date:                           31 January 2022

Place:                          Level 1, 181 Bay Street, Brighton

Melbourne, Victoria, Australia 3186

Please note that due to current COVID-19 safety measures, persons proposing to attend the Annual General Meeting in person are required to register their attendance in advance by sending an email to the Company Secretary at L.Liu@starphoenixgroup.com no later than 48 hours before the date and time of the Meeting.

Important

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety.  If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 16:00 (AEDT) on 29 January 2022.

Business of the Meeting

Agenda

1       Financial Statements and Reports

To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2021, which includes the Financial Report, the Directors' Report, the Remuneration Report and the Auditor's Report.

2       Resolution 1 - Re-election of Director - Dr. Mu (Robin) Luo

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of clause 13.2 of the Constitution, and for all other purposes, Dr. Mu (Robin) Luo, a Director, retires by rotation, and being eligible, is elected as a Director."

Dated: 22 December 2021

By order of the Board

Zhiwei Gu

Executive Chairman

Attendance and voting in person

To vote in person, attend the Meeting at the time, date and place set out above. 

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

·             each Shareholder has a right to appoint a proxy;

·             the proxy need not be a Shareholder of the Company; and

·             a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.  If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

·             if proxy holders vote, they must cast all directed proxies as directed; and

·             any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

United Kingdom (CREST Voting Instruction)

DI Holders in CREST may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf.

In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a "CREST Voting Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST).  

To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company's agent (3RA50) no later than 26 January 2022 at 4.00pm (GMT). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. DI Holders in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the DI Holder concerned to take (or, if the DI Holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time.

In this connection, DI Holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

United Kingdom (Form of Instruction) 

DI Holders are invited to attend the Meeting but are not entitled to vote at the Meeting. In order to have votes cast at the Meeting on their behalf, DI holders must complete, sign and return the Forms of Instruction forwarded to them along with the Notice to the Company's agent, Computershare UK, by 26 January 2022 at 4.00pm (GMT). 

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company by telephone on +61 8 6205 3012 or +44 (0) 20 3865 8430.

Explanatory Statement

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1.    Annual Report

Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically requested to do so.  The Annual Report is available on the Company's website at https://www.starphoenixgroup.com/investors/reports-presentations/.

There is no requirement for Shareholders to approve the Annual Report. However, the Chair will allow a reasonable opportunity for Shareholders to ask questions or make comments about the Annual Report and the management of the Company.  Shareholders will also be given an opportunity to ask the auditor questions as permitted by the Corporations Act.

2.    Resolution 1 - Re-election of Director - Dr. Mu (Robin) Luo

2.1     General

The Constitution set outs the requirements for determining which Director are to retire by rotation at an annual general meeting.

Pursuant to clause 13.2 of the Constitution, at the Company's annual general meeting one third of the Directors, the number nearest to one-third if the number of Directors is not divisible by 3, (rounded upwards in case of doubt), shall retire, provided that no director shall hold office for longer than 3 years or until the third annual general meeting after their appointment, whichever is longer.  Directors retiring by rotation are then eligible for election by Shareholders.

Dr. Mu (Robin) Luo, having served as a director since 11 January 2019 and having last been re-elected as a director on 29 November 2019, retires by rotation and, being eligible, seeks re-election from Shareholders.

2.2     Qualifications and other material directorships

Dr Luo is a senior oil and gas professional with over 35 years' experience working for leading international E&P and oilfield services companies. He has worked on various giant conventional and unconventional projects across all levels from research to operations. He is currently a principal development geophysicist to Inpex Corporation, leading a multi-billion Ichthys LNG project in Australia. Prior to that, he held principal roles with Sinopec Oil and Gas, PGS, Japan Petroleum Exploration Company Limited, and Japan Oil, Gas and Metals National Corporation. Dr Luo holds a PhD in Exploration Geophysics from the Curtin University, Australia; MSc in Geophysics from the University of Queensland, Australia; and BSc in Geophysics from the Petroleum University of China. He is a member of the Australian Society of Exploration Geophysicists, the European Association of Geoscientists and Engineers, and the Society of Exploration Geophysicists.

2.3     Independence

The Board considers Dr Luo to be an independent director.

2.4     Board recommendation

The Board (other than Dr Luo himself who does not make a recommendation in respect of his own election) SUPPORTS the election of Dr Luo and recommends that Shareholders vote in FAVOUR of Resolution 1.

Glossary

AEDT means Australian Eastern Daylight Time, as observed in Sydney, New South Wales.

AIM means the market of that name operated by the London Stock Exchange.

Annual General Meeting or Meeting means the annual general meeting of the Company convened by this Notice.

Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect to the financial year ended 30 June 2021.

Auditor's Report means the auditor's report on the Financial Report.

Board means the current board of directors of the Company.

Chair means the chair of the Meeting.

Company means Star Phoenix Group Ltd (ACN 002 522 009).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

DI Holder means a holder of depositary interests representing Shares which are electronically listed for trading on AIM and issued by Computershare Investor Services plc which holds legal title to the underlying Shares.

Directors means the current directors of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Explanatory Statement means the explanatory statement accompanying the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

GMT means Greenwich Mean Time.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.