EAST STAR RESOURCES PLC — Proxy Solicitation & Information Statement 2024

Jun 27, 2024

EAST STAR RESOURCES PLC

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of East Star Resources PLC (the "Company") will be held at the offices of Hill Dickinson LLP, 105 Jermyn Street, St James's, London, SW1Y 6EE on 26 June 2024 at 11:00am, to consider the following resolutions, of which resolutions 1 to 7 will be proposed as ordinary resolutions and resolution 8 and 9, as special resolutions:

1. To receive and adopt the Company's Annual Report and Accounts for the financial year ended on 31 December 2023, and the Directors' Report and the Independent Auditors' Report to those accounts.
2. To approve the directors' remuneration report and the remuneration policy for the financial year ended 31 December 2023, which is contained within the Company's Annual Report and Accounts for the Financial Year ended 31 December 2023.
3. To re-appoint Kreston Reeves LLP as auditor of the Company and to hold office until the conclusion of the next annual general meeting at which accounts are laid before the members and to authorise the directors to determine their remuneration.
4. To re-appoint Christopher van Wijk as a Director of the Company, who was appointed as a director of the Company during the year.
5. To re-appoint Alexander Walker as a Director of the Company, who retires by rotation and, being eligible, is offering himself for re-appointment.
6. THAT, the rules of the East Star Resources Plc Long Term Incentive Plan 2023 (the "Plan" or "LTIP") be amended in accordance with the changes set out in Appendix 1 to this Notice, subject to and conditional upon this Resolution being approved and such further amendments as the Board consider necessary or desirable to give effect to the terms of those amendments.
7. THAT, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") and in substitution for all existing authorities under that section, to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights") up to an aggregate nominal amount of £2,187,000 during the period commencing on the date of the passing of this resolution and shall expire on the later of the date falling 18 months after the date of the passing of this resolution and the conclusion of the next Annual General Meeting of the Company, and provided further that the Company shall be entitled before such expiry to make an offer or agreement which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights under such offer or agreement as if this authority had not expired.

SPECIAL RESOLUTION

1. THAT, subject to the passing of resolution 7 and in accordance with section 570 of the Act, the directors be generally empowered to allot equity securities (as defined in section 560 of the CA 2006) pursuant to the authority conferred by resolution 7, as if section 561(1) of the CA 2006 did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal amount of £2,187,000, and expire on the later of the date falling 18 months after the date of passing of this resolution and the conclusion of the next Annual General Meeting of the Company (unless renewed, varied or revoked by the Company prior to or on that date), save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

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1. THAT a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

By Order of the Board
Organa Corporate LLP
Company Secretary
28 May 2024

Registered Office:
Eccleston Yards
25 Eccleston Place
London
SW1W 9NF

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Notes

1. Right to attend, speak and vote

If you want to attend, speak and vote at the AGM you must be on the Company’s register of members by 11:00am. on 24 June 2024. This will allow us to confirm how many votes you have on a poll. Changes to the entries in the register of members after that time, or, if the AGM is adjourned, 48 hours before the time of any adjourned meeting, shall be disregarded in determining the rights of any person to attend, speak or vote at the AGM.

2. Appointment of proxies

If you are a member of the Company, you may appoint one or more proxies to exercise all or any of your rights to attend, speak and vote at the meeting. You may only appoint a proxy using the procedures set out in these notes and in the notes on the proxy form, which you should have received with this notice of meeting.

A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes on the form. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

You may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares which you hold. If you wish to appoint more than one proxy you may photocopy the proxy form or alternatively you may contact the Company’s registrars, Share Registrars Limited on 44 (0) 1252 821 390.

You can register your vote(s) for the Annual General Meeting either:

• by visiting www.shareregistrars.uk.com, clicking on the “Proxy Vote” button and then following the on-screen instructions;
• by post or by hand to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX using the proxy form accompanying this notice;
• in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in note 3 below.

In order for a proxy appointment to be valid the proxy must be received by Share Registrars Limited by 11:00am. on 24 June 2024.

If the shareholder is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer or attorney. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

3. Appointment of proxies through CREST

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available from https://www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (“CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear & International’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by Share

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Registrars Limited (CREST participant number 7RA36) by 11:00am. on 24 June 2024. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as is necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members 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.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

4. Appointment of proxy by joint members

In the case of joint holders, where more than one joint holder purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

5. Changing your instructions

To change your proxy instructions simply submit a new proxy appointment using the methods set out above. The amended instructions must be received by the registrars by the same cut-off time noted above. Where you have appointed a proxy using a hard copy proxy form and would like to change the instructions using another hard copy proxy form, please contact Share Registrars Limited on 44 (0) 1252 821 390. If you submit more than one valid proxy form, the one received last before the latest time for the receipt of proxies will take precedence.

6. Termination of proxy appointments

In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer or attorney.

Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

In either case, your revocation notice must be received by Share Registrars Limited no later than 48 hours before the meeting. If your revocation is received after the deadline, your proxy appointment will remain valid. However, the appointment of a proxy does not prevent you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

7. Communications with the Company

Except as provided above, members who have general queries about the meeting should telephone Share Registrars on +44 (0) 1252 821 390 or email them at enquiries@shareregistrars.uk.com. You may not use any electronic address provided either in this notice of general meeting; or any related

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documents (including the Chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

8. Issued shares and total voting rights

As at 6.00 p.m. on the business day immediately prior to the date of posting of this notice of meeting, the Company’s issued share capital comprised 218,650,164 ordinary shares of 1p each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company at that time was 218,650,164.

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APPENDIX 1

Summary of Proposed Amendments to the Plan Rules

Exercise Price of Awards

The addition of the right for the Board to, following the grant of an Award, undertake an adjustment of the exercise price of an existing Award made under the Plan where the Board determine that it is fair and reasonable to do so with the written consent of the affected Award holder.

Cessation of Employment

Adjustments are being made to the Plan Rules to make it clear that in the event of a person ceasing to be an employee, the Board may in appropriate circumstances amend a Vesting Schedule so that Shares subject to an Award become vested (in advance of the time based vesting conditions specified in the relevant Vesting Schedule) on the date of cessation of employment.

Note: a revised version of the Plan reflecting the amendments described above shall be available on the Company's website accessible at: https://www.eaststarplc.com/.