Star Entertainment : 2020 Notice of Annual General Meeting

16 September 2020

Dear Shareholder

I am pleased to invite you to The Star Entertainment Group Limited's (the Company) tenth Annual General Meeting, which will be held on Thursday, 22 October 2020 at 11:00am (AEDT) (the Meeting) as a virtual meeting online at https://agmlive.link/SGR20.

In light of the current social distancing requirements, travel restrictions and limitations on public gatherings due to the COVID-19 pandemic, the Board has decided in the interests of the health and safety of shareholders, staff and other stakeholders to hold this year's Meeting virtually. Unfortunately, shareholders will not be able to physically attend the Meeting.

The Company is pleased to provide shareholders with the opportunity to participate at the Meeting through an online platform hosted by the Company's Share Registry, where shareholders will be able to view, participate, submit written questions and vote online in real time at the Meeting. Further details in relation to participating at the Meeting via the online platform are set out below.

The following pages contain details on the items of business to be considered at the Meeting, as well as explanatory notes and voting procedures.

In addition to the consideration of the Company's financial statements and reports for the financial year ended 30 June 2020, the business of the Meeting includes proposals for:

• the re-election of Ms Katie Lahey AM and myself, as both of us are retiring in the normal course by rotation and, being eligible, offer ourselves for re-election;
• the adoption of the Remuneration Report;
• the issue of ordinary shares and grant of performance rights to the Managing Director and Chief Executive Officer;
• the adoption of certain amendments to the Constitution of the Company; and
• the renewal of the proportional takeover provisions in the Constitution of the Company.

More details in relation to each of these proposals are set out in the Company's 2020 Notice of Annual General Meeting (the Notice).

Shareholders are encouraged to lodge their votes and submit any written questions ahead of the Meeting.

Shareholders will be able to vote online ahead of the Meeting by logging in to their portfolio or holding(s) on the share registry's website at www.linkmarketservices.com.au. Votes must be received by 11:00am (AEDT) on Tuesday, 20 October 2020 to be valid for the Meeting.

Shareholders may lodge written questions ahead of the Meeting online at www.linkmarketservices.com.au or by email to [e-mail]. More frequently asked questions may be addressed in the Chairman's and the Managing Director and Chief Executive Officer's addresses at the Meeting. Written questions must be received by the Company's Share Registry by 5:00pm (AEDT) on Thursday, 15 October 2020.

Participation via the online platform

Shareholders, proxy holders and corporate representatives may participate at the Meeting online using their desktop or laptop computer by entering the following URL into their browser: https://agmlive.link/SGR20. Please refer to the Virtual Meeting Online Guide for supported browsers.

THE STAR ENTERTAINMENT GROUP LIMITED | ABN 85 149 629 023

BRISBANE OFFICE | LEVEL 3, 159 WILLIAM STREET, BRISBANE, QLD 4000, AUSTRALIA

STARENTERTAINMENTGROUP.COM.AU | T [phone]

POSTAL ADDRESS | PO BOX 13348, GEORGE STREET POST SHOP, BRISBANE, QLD 4003, AUSTRALIA

Detailed instructions on how to log in to, participate, vote and ask questions in real time at the Meeting are set out in the Company's Virtual Meeting Online Guide which is available on the Company's website at https://www.starentertainmentgroup.com.au/annual-general-meetingsunder the Investors tab.

To obtain a voting card or ask a question at the Meeting, shareholders will need their Shareholder Reference Number (SRN) or Holder Identification Number (HIN). Proxyholders will be sent their proxy number in the week leading up to the Meeting.

We recommend logging in to the online platform for the Meeting at least 15 minutes prior to the scheduled start time for the Meeting. Online registration for the Meeting will open one hour before the start of the Meeting.

2020 Annual Report

The Star Entertainment Group's Annual Report can be accessed online at http://www.starentertainmentgroup.com.au/annual-reports.

I look forward to welcoming you to our first virtual Meeting.

Yours sincerely

John O'Neill AO

Chairman

NOTICE OF ANNUAL GENERAL MEETING

The tenth Annual General Meeting of The Star Entertainment Group Limited A.C.N. 149 629 023 (the Company) will be held on Thursday, 22 October 2020 at 11:00am (AEDT) (the Meeting) as a virtual meeting online at https://agmlive.link/SGR20. Online registration will commence at 10:00am (AEDT).

General Business

Item 1 - Financial Statements and Reports

To receive and consider the Financial Statements, Directors' Report and Auditor's Report for the financial year ended 30 June 2020.

(Note: there is no requirement for shareholders to approve these reports.)

Ordinary Business

Item 2 - Re-election of Mr John O'Neill AO as a Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That Mr John O'Neill AO, who retires by rotation in accordance with the Constitution of the Company and, being eligible for re-election, be re-elected as a Director of the Company.

Item 3 - Re-election of Ms Katie Lahey AM as a Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That Ms Katie Lahey AM, who retires by rotation in accordance with the Constitution of the Company and, being eligible for re-election, be re-elected as a Director of the Company.

Item 4 - Remuneration Report

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That the Remuneration Report (which forms part of the Directors' Report) in respect of the financial year ended 30 June 2020 be adopted.

(Note: the vote on this resolution is advisory only and does not bind the Directors or the Company.)

Item 5 - Issue of Ordinary Shares to the Managing Director and Chief Executive Officer

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That approval be given for the issue of the number of ordinary shares determined based on the formula $829,872 divided by the volume weighted average price of the Company's ordinary shares on the 10 trading days prior to 15 September 2020, to the Managing Director and Chief Executive Officer of the Company, Matt Bekier, as a short term incentive on the basis described in the Explanatory Memorandum to this Notice of Meeting.

Item 6 - Grant of Performance Rights to the Managing Director and Chief Executive Officer

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That approval be given for the grant of the number of performance rights determined based on the formula $2,900,000 divided by the Face Value of a performance right to the Managing Director and Chief Executive Officer of the Company, Matt Bekier, as a long term incentive on the basis described in the Explanatory Memorandum to this Notice of Meeting.

Voting Exclusions - Items 4, 5 & 6

For the purposes of the voting exclusions for Item 4, Item 5 and Item 6, KMP means the key management personnel of the Company who (directly or indirectly) have authority and responsibility for planning, directing and controlling the activities of the Company (including the Directors). The Remuneration Report identifies the key management personnel of the Company for the financial year ended 30 June 2020. A reference to the KMP in these voting exclusions includes their closely related parties. Their closely related parties are defined in the Corporations Act 2001 (Cth) (Corporations Act), and include certain members of their family, dependants and companies they control.

The Star Entertainment Group Limited Notice of 2020 Annual General Meeting

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If you appoint the Chairman of the Meeting as your proxy (or if the Chairman of the Meeting is appointed as your proxy by default), and you do not direct your proxy how to vote on an item, you will be expressly authorising the Chairman of the Meeting to exercise your proxy even if the item is connected directly or indirectly with the remuneration of a member of the KMP.

The Company will disregard any votes cast on Item 4:

• by or on behalf of any KMP, details of whose remuneration is disclosed in the Remuneration Report (regardless of the capacity in which the vote is cast); and
• as proxy by any KMP as at the date of the Meeting,

unless it is cast as proxy for a person entitled to vote:

• in accordance with the directions on the Voting Form; or
• by the Chairman of the Meeting, in accordance with an express authorisation in the Voting Form to exercise the proxy even though the resolution is connected with the remuneration of a member of the KMP.

The Company will disregard any votes:

• cast in favour of Item 5 and Item 6 by or on behalf of Matt Bekier (being the only Director who is eligible to participate in the Company's short-term incentive plan and long-term incentive plan (as applicable)) or his associates; and
• cast on Item 5 and Item 6 as proxy by any KMP as at the date of the Meeting,

unless it is cast by:

• a person as proxy or attorney for a person entitled to vote on the resolution in accordance with the directions on the Voting Form; or
• the Chairman of the Meeting as proxy or attorney for a person entitled to vote, in accordance with an express authorisation in the Voting Form to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a member of the KMP; 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:

1. the beneficiary provides written confirmation to the person that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

1. the holder votes on the resolution in accordance with the directions given by the beneficiary to the person to vote in that way.

Special Business

Item 7 - Amendments to Constitution

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

That, in accordance with section 136(2) of the Corporations Act, the Company's Constitution be modified by making the amendments contained in the document made available at the Meeting and signed by the Chairman for the purposes of identification.

(Note: Further information about the proposed amendments to the Constitution is provided in the Explanatory Memorandum accompanying this Notice of Meeting. A copy of the amended Constitution is available from the Company's website at https://www.starentertainmentgroup.com.au/annual-general-meetings.)

Item 8 - Renewal of Proportional Takeover Provisions in Constitution

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

That Rule 79 of the Company's Constitution, as set out in the Explanatory Memorandum accompanying and forming part of this Notice of Meeting, is renewed in accordance with Part 6.5 of the Corporations Act 2001 (Cth) for a period of three years commencing on the date this resolution is passed.

Voting Requirements - Items 7 & 8

Section 136(2) of the Corporations Act (and, in relation to Item 8, section 648G(4) of the Corporations Act) requires the amendments to the Constitution to be approved by a special resolution of the shareholders of the Company.

The Star Entertainment Group Limited Notice of 2020 Annual General Meeting

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