Announcement PDF Delivering meaningful patient outcomes with advanced dendrimer technology Notice of Annual General Meeting 2024 Invitation from the Chair Dear Shareholder, I am pleased to invite you to the 2024 Annual General Meeting (AGM) of Starpharma Holdings Limited (Starpharma or Company). The AGM will be held on Tuesday, 26 November 2024, at 2:00 pm (Melbourne time). The Chief Executive Officer, Cheryl Maley, and I will provide a review of Starpharma’s operations and performance during the year to 30 June 2024. Further information on the company’s performance is also provided in our 2024 Annual Report, available on Starpharma’s website. We will then move through the items of business, as detailed in the Notice of Meeting. The Board is recommending that Shareholders vote in favour of all Resolutions. Attendance and participation at the AGM The AGM will be held in a hybrid format, allowing Shareholders to attend and participate in the Meeting in person or remotely through an online platform. The online platform will allow Shareholders to view the Meeting, submit questions, and vote in real-time. Shareholders can also vote by proxy and submit questions before the Meeting. Further information on how Shareholders can attend and participate in the AGM is set out in the following pages and the Online Meeting Guide at: https://starpharma.com/annual-general-meeting-2024. Items of business The Notice of Meeting for the AGM outlines the items of business to be put to Shareholders for consideration. Background information on these items is contained in the Explanatory Memorandum, which forms part of the Notice of Meeting. Shareholders are encouraged to submit proxies before the Meeting, and questions should also be submitted before the Meeting. Board recommendation The Board considers that the Resolutions in Items 1 to 4 are in the best interests of Starpharma’s Shareholders and recommends that you vote in favour of all Resolutions. Thank you for your continued support of Starpharma, and on behalf of my fellow Directors, we look forward to welcoming you at our AGM. Yours sincerely, Rob Thomas AO Chairman Starpharma Holdings Limited Starpharma Holdings Limited Notice of Meeting 2024 1 Details on how to attend and participate in the AGM The Starpharma Holdings Limited (Starpharma) Annual General Meeting (AGM) will be held on Tuesday, 26 November 2024, at 2:00 pm (Melbourne time). This year’s AGM will be held in a hybrid format, providing Shareholders and proxy holders with the option to attend and participate in the Meeting in person or online. Voting on all Resolutions will be conducted by a poll. Shareholders may cast their votes prior to the AGM by appointing a proxy (preferably the Chairman) by 2.00 pm on 24 November 2024 (48 hours prior to the commencement of the meeting Melbourne time) (see page 3 for how to appoint a proxy). A recording of the AGM will be made available on Starpharma’s website after the Meeting. Attend in Person Shareholders and proxy holders can attend the AGM in person at the RACV City Club, 501 Bourke Street, Melbourne, Victoria, 3000. Registration will be open from 1:30 pm on the day of the AGM. Attend Online • • see the AGM presentation materials and listen to the AGM live; submit written questions, the Chair will facilitate a question-and-answer session during the AGM); and vote during the AGM. Online registration will be open from 1:30 pm on the day of the AGM. Starpharma Holdings Limited Instructions: (1) Click ‘Join Meeting Now’. (2) Enter your SRN/HIN. Proxy holders will need to contact Computershare on +61 3 9415 4024 one day prior to the meeting to obtain their login details. (3) Enter the postcode registered to your holding if you are an Australian security holder. If you are an overseas security holder, select the country of your registered holding from the drop-down list. (4) Accept the Terms and Conditions and click ‘Continue’. Further information about how to participate in the AGM online, including browser requirements, is available in the Online Meeting Guide available at www.computershare.com.au/virtualmeetinggu ide. If you are attending online and require technical assistance before or during the Meeting, please call +61 3 9415 4024. Asking questions – before and at the AGM Shareholders and proxy holders can attend and participate in the meeting online through the Computershare Meeting Platform, which enables Shareholders and proxy holders to: • You will be able to attend and participate in the AGM online by entering the following URL on your computer, tablet or smartphone and following the instructions below. URL: https://meetnow.global/MD6HNJV You can ask questions both before and during the AGM. The most frequently asked questions from Shareholders will be addressed in the AGM presentations. Before the AGM Shareholders and proxy holders are strongly encouraged to submit questions in advance of the AGM, even if participating online, by emailing investor.relations@starpharma.com. Written questions (including questions to the Auditor) should be submitted by close of business on Thursday, 21 November 2024. Written questions to the Auditor should relate Notice of Meeting 2024 2 to the content of the Auditor’s Report and the conduct of the audit. The Auditor will attend the AGM. At the AGM You can submit written questions and comments online during the AGM through the Computershare Meeting Platform. Shareholders attending the AGM in person can ask questions and make comments during the AGM. The Chairman of the AGM will endeavour to address as many questions and comments as possible during the AGM. However, there may not be sufficient time available at the AGM to address all of the questions and comments raised. Please note that individual responses will not be sent to Shareholders. Voting at the AGM Voting on all items of business will be conducted by a poll. You may vote at the AGM in one of three ways: (1) Live in the room during the AGM. (2) Live and online during the AGM using the Computershare Meeting Platform. (3) In advance of the AGM, by appointing a proxy (preferably the Chairman of the AGM) by 2.00 pm (Melbourne time) on 24 November 2024. The Chairman will open the poll at the beginning of the AGM and the poll will remain Starpharma Holdings Limited open until declared closed at the end of the meeting. Proxies Shareholders entitled to attend and vote at the meeting can appoint a proxy to attend and vote for them. The proxy does not need to be a shareholder and can be an individual or body corporate. Shareholders are encouraged to appoint a proxy and submit a directed proxy vote, even if they plan to attend the meeting online. Similarly, if a shareholder is unable to participate in the virtual meeting or will not have access to a device or the internet, they are encouraged to appoint a proxy and submit a directed proxy vote via www.investorvote.com.au or use a mobile device to scan the personalised QR code on the proxy form. If you are appointing a proxy, to ensure that your vote counts, please read the instructions on the proxy form. Future alternative arrangements In the event that it becomes necessary for Starpharma to give further updates on the arrangements for the AGM, we will inform you through Starpharma’s website and the ASX Market Announcements Platform. Notice of Meeting 2024 3 Notice of Annual General Meeting Starpharma Holdings Limited ABN 20 078 532 180 Notice is hereby given that the AGM (Notice of Meeting) of the Shareholders of Starpharma Holdings Limited will be held at 2.00pm (Melbourne time) on Tuesday, 26 November 2024. The Explanatory Memorandum accompanying this Notice of Meeting is incorporated in and forms part of this Notice of Meeting. Ordinary Business Financial Statements and Reports To receive and consider the Company’s financial statements and the related Directors’ Report, Directors’ Declarations, and Auditor’s Report for the year ended 30 June 2024. No vote is required on this item. Items of business in accordance with clause 65.1 of the Company’s constitution and being eligible, offers herself for re-election, be re-elected as a Director of the Company.” 3. Approval of issue of Performance Rights to Ms Cheryl Maley (Resolution 3) To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14 and all other purposes, Shareholders approve the issue of 5,202,703 Rights to Ms Cheryl Maley under the Plan on the terms and conditions set out in the Explanatory Memorandum.” 4. Re-insertion of proportional takeover approval provisions in the Constitution (Resolution 4) To consider and, if thought fit, to pass the following resolution as a special resolution: 1. Adoption of Remuneration Report (Resolution 1) To consider, and if thought fit, to pass the following as an advisory resolution: “That, for the purposes of section 250R(2) of the Corporations Act 2001 (Cth), the Company’s Remuneration Report for the financial year ended 30 June 2024 be adopted.” “That, the proportional takeover approval provisions in Clause 33 of the Company’s Constitution be re-inserted for a period of three years, commencing on the date this resolution is passed.” By order of the Board Under the Corporations Act, the vote on Resolution 1 is advisory only and does not bind the Directors or the Company. 2. Re-election of Board endorsed Director, Ms Lynda Cheng (Resolution 2) To consider and, if thought fit, to pass the following resolution as an ordinary resolution: Justin Cahill Company Secretary Starpharma Holdings Limited 28 October 2024 “That Ms Lynda Cheng, a Director who retires by rotation as a Director at the close of the AGM Starpharma Holdings Limited Notice of Meeting 2024 4 Voting entitlements Resolution 3 In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), only those persons registered as the holders of Shares as at 7.00 pm (Melbourne time) on 24 November 2024 will be able to vote at the Meeting and only on their shareholdings at that time. The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of Ms Cheryl Maley and any person referred to in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Starpharma Holdings Limited Employee Performance Rights Plan, or an associate of those persons. Voting exclusions However, the Company need not disregard a vote in favour of Resolution 3 if: The Corporations Act and the ASX Listing Rules require that certain persons must not vote, and the Company must disregard any votes cast by or on behalf of certain persons, on the Resolutions to be considered at the Annual General Meeting. These voting exclusions are described below. However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on Resolution 1: it is cast by a person as proxy or attorney for a person who is entitled to vote, in accordance with the directions on the proxy form; it is cast by the Chairman of the Annual General Meeting as proxy or attorney for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides; or a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. in accordance with a direction on the proxy form; or by the Chairman of the Annual General Meeting pursuant to an express authorisation to exercise the proxy even though Resolution 1 is connected with the remuneration of the Company’s KMP. Further, the Company will disregard a vote in favour of Resolution 3 as a proxy by a person who is a member of the KMP at the date of the Annual General Meeting or their Closely Related Parties where the proxy appointment does not specify the way the proxy is to vote on the Resolution, unless: • • Resolution 1 In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity), and the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s Key Management Personnel (KMP) whose remuneration details are included in the Remuneration Report for the Company, or their Closely Related Parties, regardless of the capacity in which the vote is cast. • • • Resolutions 2 and 4 • There are no voting exclusions on these Resolutions. • Starpharma Holdings Limited the proxy is the Chairman of the Annual General Meeting; and the proxy appointment expressly authorises the Chairman to exercise the proxy even though the Resolution is connected directly Notice of Meeting 2024 5 or indirectly with the remuneration of a KMP member. Important voting information The Company encourages all Shareholders who submit proxies to direct their proxy how to vote on the Resolutions. All Resolutions will be voted on by poll. Proxies A Shareholder has the right to appoint a proxy, who need not be a Shareholder of the Company. If a Shareholder is entitled to cast two or more votes, they may appoint two proxies and may specify the percentage or number of votes each proxy is appointed to exercise. The Proxy Form should be returned and must be received by no later than 2.00 pm (Melbourne time) on 24 November 2024 to the share registry, of the Company as follows: Computershare Investor Services Pty Limited: Yarra Falls 452 Johnston Street Abbotsford VIC 3067 certified copy of it, must be lodged with the Proxy Form (before the deadline for the lodgement of proxies), unless the power of attorney has already been sighted by Computershare Investor Services Pty Limited. A proxy may decide whether to vote on any item of business or other resolution put before the Meeting, except where the proxy is required by law or the Company's constitution to vote or abstain from voting in their capacity as proxy. If the proxy's appointment directs the proxy how to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If the proxy's appointment does not direct the proxy how to vote on an item of business or any other resolution before the Meeting, the proxy may vote as he or she thinks fit on that item or resolution. Appointment of corporate representatives A body corporate that is a Shareholder and entitled to attend and vote at the Meeting, or that has been appointed as a proxy of a Shareholder entitled to attend and vote at the Meeting may appoint an individual to act as its representative at the Meeting. The appointment must comply with section 250D of the Corporations Act. By mail: GPO Box 242 Melbourne VIC 3001 By facsimile: 1800 783 447. Shareholders may lodge proxies electronically through the share registry of the Company via: www.investorvote.com.au using your secure access information or use your mobile device to scan your personalised QR code on the proxy form. The representative must provide to the Company adequate evidence of his or her appointment by 2.00 pm (Melbourne time) on 24 November 2024, including any authority under which the appointment is signed, unless that evidence has previously been provided to the share registry of the Company, Computershare Investor Services Pty Limited. For Intermediary Online subscribers only (custodians): www.intermediaryonline.com. If a Proxy Form is signed on behalf of a Shareholder under a power of attorney, then either the original power of attorney, or a Starpharma Holdings Limited Notice of Meeting 2024 6 Appointing the Chairman of the Meeting as your proxy Shareholders should refer to the notes above for information regarding voting restrictions. The Proxy Form accompanying this Notice of Meeting contains detailed instructions regarding the completion of the Proxy Form in circumstances where a Shareholder wishes to appoint the Chairman of the Meeting as his or her proxy. Voting by proxy holders You should read those instructions carefully. • • • By appointing the Chairman of the Meeting as your proxy in relation to any Resolutions, you expressly authorise the Chairman to exercise your vote on those Resolutions, including Resolutions 1 and 3, which are connected directly or indirectly with the remuneration of members of the KMP (which, in respect of Resolution 1, includes the Chairman) unless: o you have directed the Chairman how to vote on the resolutions by marking the appropriate box at Step 1 of the Proxy Form; or o you are a member of the KMP or a Closely Related Party of such a member of the KMP. The Chairman of the Annual General Meeting intends to vote all undirected proxies in favour of each Resolution. In respect of Resolutions 1 and 3, if the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolutions 1 and 3, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation to vote the proxy in accordance with the Chairman’s intention, despite the fact that the resolution is related to the remuneration of a KMP or Closely Related Party of a KMP. If you do not wish the Chairman of the Meeting to exercise the proxy in accordance with the Chairman’s stated voting intentions on a Resolution, you should ensure that a box is clearly marked with your voting direction against each of the Resolutions in the Proxy Form. Starpharma Holdings Limited Under the Corporations Act: • • if proxy holders vote, they must vote all directed proxies as directed; and any directed proxies that are not voted will automatically default to the Chairman, who must vote the proxies as directed. In respect of Resolutions 1 and 3, if your proxy is a KMP (other than the Chairman), or a Closely Related Party of a KMP, provided you are not a KMP or a Closely Related Party of a KMP, the person may still vote as your proxy provided you have directed your proxy on the Proxy Form how to vote by marking the voting boxes for those Resolutions and your proxy does vote as directed. Proxy vote if appointment specifies way to vote Section 250BB of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does: • • • • the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; if the proxy has two or more appointments that specify different ways to vote on a resolution – the proxy must not vote on a show of hands; if the proxy is the Chairman at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e., as directed); and if the proxy is not the Chairman – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e., as directed). Notice of Meeting 2024 7 Transfer of non-chair proxy to chair in certain circumstances Section 250BC of the Corporations Act provides that, if: • • • • an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company's shareholders; and the appointed proxy is not the Chairman; and at the meeting, a poll is duly demanded on the resolution; and either of the following applies: o the proxy is not recorded as attending the meeting; or o the proxy does not vote on the resolution, the Chairman is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at that meeting. Conduct of the Meeting if impacted by technical or other difficulties The Chairman has discretion as to whether and how the Meeting should proceed in the event that technical difficulty arises in respect of the online meeting platform or in the event of a physical emergency or direction that impacts the in-person attendees. In exercising this discretion, the Chairman will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where the Chairman considers it appropriate, the Chairman may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy in advance of the Meeting, even if they plan to attend in person or online. Electronic voting is permitted by the Company’s constitution and under applicable laws governing the Meeting. Starpharma Holdings Limited Receipt of Electronic notice under the Corporations Amendment (Meetings and Documents) Act 2022 The Corporations Act (as a result of the Amendment (Meetings and Documents) Act 2022 (Cth)) includes a requirement for public companies and listed companies to give their shareholders notice of their right to elect to be sent documents electronically or physically by the Company in section 110K of the Corporations Act. There are options available to Shareholders as to how you receive communications from the Company. Starpharma will no longer send physical Meeting documents unless a copy is requested to be posted. Starpharma encourages all Shareholders to provide an email address so we can communicate with you electronically when Shareholder notices become available online for items such as Meeting documents and annual reports. Shareholders can still elect to receive some or all of their communications in physical or electronic form or elect not to receive certain documents such as annual reports. To review your communications preferences or sign up to receive your Shareholder communications via email, update your details at www.computershare.com.au/easyupdate. If you are a Shareholder and would like a physical copy of a communication, need further information about the options available to you or have questions about your holding, visit www.investorcentre.com/contact or contact the Registry: Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street, Abbotsford, VIC, 3067 Phone: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia) Website: www.investorcentre.com/contact Notice of Meeting 2024 8 Explanatory Memorandum Starpharma Holdings Limited ABN 20 078 532 180 This Explanatory Memorandum has been prepared to assist Shareholders with their consideration of the Resolutions to be put to the Annual General Meeting on Tuesday, 26 November 2024. This Explanatory Memorandum should be read with and form part of the accompanying Notice of Meeting. Terms and expressions used in this Explanatory Memorandum, the Notice of Meeting and the Proxy Form have the meaning given to them in the ‘Definitions’ section located at the end of this Explanatory Memorandum. Financial Statements and Reports The Corporations Act requires the Annual Financial Report of the Company (which includes the Financial Statements and Directors’ Declaration), the Directors' Report (which includes the Remuneration Report) and the Auditor's Report in respect of the financial year ended on 30 June 2024 to be put before the Annual General Meeting. There will be an opportunity for Shareholders to ask questions and comment on these documents and on the business, operations and management of the Company. No resolution is required to be passed on this item. The Starpharma Annual Report for the year ended 30 June 2024 is available on Starpharma’s website at www.starpharma.com. Hard copies of the report are distributed only to those Shareholders who have elected to receive it in printed form. Shareholders will also have the opportunity to ask the auditor or their representative questions relating to the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements, and the independence of the auditor. Shareholders may also submit written questions to the auditor in respect of Starpharma Holdings Limited the Auditor’s Report or the conduct of the audit. The questions should be received by the Company no later than 5 business days before the meeting. Resolution 1 – Adoption of Remuneration Report The Corporations Act requires publicly listed companies to disclose certain information relating to the remuneration of Directors and executives. This disclosure is contained in a separate section of the Directors’ Report called the Remuneration Report (Remuneration Report), which is set out on pages 29 to 52 of the Annual Report for the year ended 30 June 2024. In compliance with section 300A of the Corporations Act, the Remuneration Report sets out the Company's policy for determining the nature and amount of remuneration for the Directors and specified executive officers of the Company. Starpharma aims to ensure that its remuneration strategy aligns the interests of its executives and employees with those of its Shareholders. In framing Starpharma’s remuneration strategy, the Board is conscious that Starpharma only has a small number of employees (~40), so it endeavours to keep its remuneration relatively straightforward. The Company’s staff are required to have specialist knowledge and experience allowing them to develop products over the medium to long term. The fact that Starpharma operates in a global pharmaceutical industry environment also influences its remuneration strategy. The structure of remuneration comprises fixed remuneration, short-term incentives (STI) in both cash and equity and equity-based longterm incentives (LTI). Starpharma’s remuneration structure is transparent and based on Key Performance Indicators (KPIs), Notice of Meeting 2024 9 which are designed to align with the interests of Shareholders and to reward performance across multi-year timeframes related to product development value-adding milestones. In some cases, the Board may exercise discretion to take account of events and circumstances not envisaged. All allocations of equity to the CEO are approved by Shareholders at each AGM. The Corporations Act requires publicly listed companies to put their Remuneration Report for each financial year to a resolution of members at the Company’s Annual General Meeting. Under section 250R(3) of the Corporations Act, the vote is advisory only and does not bind the Directors or the Company. Notwithstanding the ‘advisory’ nature of the vote on the Remuneration Report, the Directors will take the outcome of the vote into account when reviewing the remuneration practices and policies of the Company. In accordance with Section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting. The Corporations Act requires the Company to put a resolution to Shareholders that in accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a spill resolution) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election. It is noted that at the Company’s last Annual General Meeting, the votes cast against the Remuneration Report represented less than twenty-five (25%) per cent of the total votes cast and accordingly, a spill resolution will not Starpharma Holdings Limited under any circumstances be required for the Annual General Meeting. Board Recommendation The Board considers that the Company’s remuneration policies and practices are appropriate for its strategy, stage of development, size, and industry, and are competitive with the external market. Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this resolution (set out in the Notice of AGM), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this resolution, the Directors unanimously recommend that Shareholders vote in FAVOUR of Resolution 1. The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 1. Resolution 2 – Re-Election of Ms Lynda Cheng In accordance with clause 65.1 of the Company’s constitution and ASX Listing Rule 14.4, a Director must not hold office (without re-election) past the third annual general meeting following the director's appointment, or three years, whichever is longer. Ms Cheng retires by rotation in accordance with clause 65.1 of the Company’s constitution and ASX Listing Rule 14.4, and being eligible, offers herself for re-election as a Director. Ms Cheng has a strong background in finance with more than 25 years of experience as a finance executive including more than 15 years at Visy Industries/Pratt Holdings and 10 years in investment banking. She has significant commercial and international corporate expertise including experience in financial services, manufacturing, export finance, infrastructure, education as well as market entry, growth and technology. Notice of Meeting 2024 10 Ms Cheng is currently Director of Corporate Development and Mergers & Acquisitions (part-time) at Visy Industries / Pratt Holdings and has held various other roles in the group including CFO. Ms Cheng’s earlier roles include as a lawyer at Blake Dawson, before moving into