REG - Star Phoenix Group - Notice of Annual General Meeting

Star PhoenixAnnouncement

23/12/2021 11:05

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RNS Number : 6455W  Star Phoenix Group Ltd  23 December 2021

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/
(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.

 Contact Details

                                  WH Ireland Limited (Nominated Adviser and Broker)

 Star Phoenix Group Ltd           James Joyce / Ben Good

 Lubing Liu (Company Secretary)   t.   +44 (0)20 7220 1666

 e. admin@starphoenixgroup.com

 t.   +61 8 6205 3012

 

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 (mailto: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 (http://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/
(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.

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