6 January 2023

Star Phoenix Group Ltd

("Star Phoenix" or the "Company")

NOTICE OF 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 General Meeting ("GM") is to be held at Level 1, 181 Bay Street, Brighton, Melbourne, Victoria Australia 3186 at 16:00 (AEDT) on Tuesday, 31 January 2023. Copies of the circular and Notice of GM 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 Lubing Liu on behalf of the Company.

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Star Phoenix Group Ltd
ACN 002 522 009

Notice of Meeting

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

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

Date:                            31 January 2023

Place:                           Level 1, 181 Bay Street, Brighton

Melbourne, Victoria, Australia 3186

It is recommended that persons proposing to attend the General Meeting in person register their attendance in advance by sending an email to the Company Secretary at r.luo@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 2023.

Business of the Meeting

Agenda

            Resolution 1 - Removal of auditor

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

"That, pursuant to section 329(1) of the Corporations Act and for all other purposes, approval is given for the removal of BDO Audit (WA) Pty Ltd as the current auditor of the Company effective from the date of the Meeting."

            Resolution 2 - Appointment of auditor

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, subject to Resolution 1 being approved, pursuant to section 327D of the Corporations Act and for all other purposes, approval is given for the appointment of Wilmit Pty Ltd as auditor of the Company effective from the date of the Meeting."

Dated: 6 January 2023

By order of the Board

Lubing Liu

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 25 January 2023 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 29 January 2023 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.           Resolution 1 - Removal of auditor

1.1         General

Under section 329(1) of the Corporations Act, an auditor of a company may be removed from office by resolution at a general meeting of which 2 months' notice of intention to move the resolution has been given.  However, if a company calls a meeting after the notice of intention has been given, the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given.

The current auditor of the Company, BDO Audit (WA) Pty Ltd (BDO), sought ASIC consent to resign as auditor due to the Company's management being located in Victoria as well as resourcing constraints meaning it was unable to perform the audit in the timeframe requested by the Company.  ASIC did not approve the application to resign.  Accordingly, a change of auditor requires shareholder approval for removal of the auditor.

Having received a notice of intention to move a resolution to remove BDO Audit (WA) Pty Ltd (BDO) as the auditor of the Company (Notice of Intention), the Company has convened this Meeting and provided a copy of the Notice of Intention to BDO and the ASIC.

Resolution 1 is an ordinary resolution seeking the removal of BDO as the auditor of the Company.

1.2         Board recommendation

The Board RECOMMENDS Shareholders vote in FAVOUR of Resolution 1.

2.           Resolution 2 - Appointment of auditor

2.1         General

Pursuant to section 327D of the Corporations Act, the Company in a general meeting may appoint an auditor to replace an auditor removed under section 329 of the Corporations Act. 

Resolution 1 seeks Shareholder approval for the removal of BDO as auditor of the Company under section 329 of the Corporations Act.

Resolution 2 seeks Shareholder approval for the appointment of Wilmit Pty Ltd as the new auditor of the Company.

Resolution 2 is a special resolution and is conditional on the passing of Resolution 1. 

As required by the Corporations Act, a nomination for Wilmit Pty Ltd to be appointed as the auditor of the Company has been received from a Shareholder and a copy is set out at Annexure A. 

In addition, Wilmit Pty Ltd has given its written consent to act as the Company's auditor in accordance with section 328A(1) of the Corporations Act subject to Shareholder approval for the removal of BDO as auditor of the Company.

If Resolutions 1 and 2 are passed, the appointment of Wilmit Pty Ltd as the Company's auditor will take effect at the close of this Meeting and continues until the Company's next annual general meeting.  Qualifications and other material information of Wilmit Pty Ltd is a highly motivated and proactive team of professionals providing innovative and valuable service to clients with high quality accounting, auditing, tax planning and business advice.  More details can be found at https://mitchellwilson.com.au/.

2.2         Board recommendation

The Board RECOMMENDS Shareholders vote in FAVOUR of Resolution 2.

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.

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.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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.

Annexure A - Nomination of auditor

6 January 2023

Star Phoenix Group Ltd

c/o Edwards Mac Scovell,

Level 1, 8 St Georges Terrace, Perth WA 6000

Dear Directors

NOMINATION OF AUDITOR

I, Lubing Liu, being a shareholder of Star Phoenix Group Ltd (Company), hereby nominate Wilmit Pty Ltd of ACN 052 503 385, 883 Toorak Road, Camberwell, VIC 3124, Victoria Australia in accordance with section 328B(1) of the Corporations Act 2001 (Cth) (Act) for appointment as auditor of the Company.

I consent to the distribution of a copy of this nomination as an annexure to the Notice of Meeting for the shareholder meeting of the Company at which the appointment of an auditor is considered as required by section 328B(3) of the Act.

Yours faithfully

Lubing Liu