Star Energy Group plc Announces Admission of 55,800 Shares Under Employee Share Incentive Plan on AIM

Overview of Star Energy's Employee Share Incentive Plan and Tax Benefits

Since 2013, Star Energy Group plc has operated an Inland Revenue approved Share Incentive Plan, providing a tax-efficient framework for all employees across the Group to acquire shares. Employees may subscribe monthly for up to A3150 or 10% of their salary (whichever is lower) in Star Energy ordinary shares. This approach aligns employee interests with shareholder value, a common practice among AIM-listed companies. The plan features monthly subscriptions with the Company matching employee contributions on a structured basis.

The matching operates quarterly, typically on a 1-to-1 basis, but can increase to 2-to-1 if the Company meets predefined quarterly production targets. To qualify for matching shares, employees generally must remain employed for three years, fostering retention and long-term commitment. Shares issued under the SIP are held by SIP Trustees, with matching shares held by the Company's Employee Benefit Trust until vesting conditions are met. Participants retain full rights over their subscription shares.

Senior Management Participation and Voting Rights Impact

Two Persons Discharging Managerial Responsibility (PDMRs) notified their SIP participation for the quarter ending 30 June 2026. Frances Ward subscribed for 3,051 shares and received 3,051 matching shares, totaling 6,102 voting rights (0.17% of total resulting voting rights). Ross Glover completed an identical subscription and matching allocation, also acquiring 6,102 voting rights (0.44% of total resulting voting rights). Both transactions occurred on 24 July 2026 on the London Stock Exchange AIM market.

The involvement of senior executives in the SIP highlights alignment between leadership and employee shareholders. Disclosure of PDMR shareholdings complies with UK Market Abuse Regulation and FCA transparency rules. The voting rights from SIP participation add to existing holdings, though prior aggregate shareholdings are not disclosed. Following this share issue, the total voting rights in Star Energy amount to 193,088,184 Ordinary Shares for notification calculations under Disclosure Guidance and Transparency Rules.

Share Valuation and Pricing Reference for Q2 2026

The SIP share allocation price was set at 14.75p, based on the mid-market opening price on 1 April 2026, consistent with SIP rules. This pricing establishes a transparent and predetermined valuation for SIP share allocations, eliminating discretion in share pricing. All SIP participants in the quarter received shares valued at this price.

The newly issued SIP shares rank equally with existing shares, granting identical economic and voting rights. This ensures employee participants receive shares with the same rights as other shareholders. While the 14.75p price reflects market conditions at the start of Q2 2026, subsequent market price fluctuations may occur independently of the fixed SIP pricing.

Capital Structure Update Following Share Admission

After admitting the 55,800 SIP Shares, Star Energy Group plc's issued share capital will total 193,088,184 Ordinary Shares of 0.002p each. The number of deferred shares remains unchanged at 303,305,534. The total voting rights stand at 193,088,184 Ordinary Shares, serving as the denominator for shareholder notification obligations under FCA rules. Admission is expected to become effective on or around 31 July 2026.

The capital structure differentiates Ordinary Shares, which carry full voting rights, from Deferred Shares with distinct rights due to historical restructuring. The SIP issuance represents a minor increase relative to the approximately 193 million outstanding shares. Investors should consider both share classes when evaluating Star Energy's ownership and financial structure.

Regulatory Compliance and Market Abuse Regulation Disclosure

This announcement complies with UK Market Abuse Regulation requirements, detailing PDMR participants Frances Ward and Ross Glover, their roles, financial instrument details (Ordinary Shares of 0.002p each, ISIN GB00BZ042C28), transaction nature (SIP acquisition), price, volume, transaction date (24 July 2026), and venue (London Stock Exchange AIM). This transparency enables market participants to assess potential conflicts and material changes in PDMR holdings.

Both PDMRs acquired shares at A30.1475 per share, each with 6,102 shares. Aggregated information is marked "N/A" as no further aggregation is required. Star Energy's nominated adviser and broker is Zeus Capital Limited, and communications adviser is Vigo Consulting. The company's LEI is 213800S8WP2L294NR559, facilitating regulatory tracking.

Vesting Terms and Employee Retention Incentives

The SIP's vesting conditions encourage employee retention by requiring recipients of matching shares to remain employed for three years to fully receive their allocations. During vesting, employees retain voting and dividend rights but cannot sell matching shares. This approach contrasts with schemes suspending voting rights during vesting, reflecting Star Energy's commitment to maintaining employee shareholder participation.

Subscription shares grant immediate ownership and voting rights, while matching shares are subject to vesting. The three-year vesting period aligns with UK market standards, balancing incentives and retention. Shares are administered by Equiniti Share Plan Trustees Limited, centralizing custody. Matching shares are held by the Employee Benefit Trust until vesting criteria are met.

Operational Context and Market Position of Star Energy Group

Star Energy Group plc operates within the energy sector, offering SIP participation to employees across its Group companies. The scheme ties enhanced matching share allocations to quarterly production targets, indicating the Company’s focus on measurable operational outputs typical in extractive or generation energy sectors. The adoption of an Inland Revenue approved SIP in 2013 demonstrates a structured, tax-efficient employee incentive strategy common among AIM-listed firms.

Linking matching shares to production targets aligns employee incentives with operational performance, potentially doubling matching shares when targets are met. The subscription limit of up to A3150 or 10% of salary per month reflects a controlled approach to employee share ownership. Star Energy’s employee share scheme strategy suggests a capital-intensive business valuing long-term retention of skilled personnel.

Next Steps and Shareholder Notification Guidance

Shareholders should use the total voting rights figure of 193,088,184 Ordinary Shares as the denominator for calculating notification thresholds under FCA Disclosure Guidance and Transparency Rules. Shareholders crossing thresholds (typically 3% and increments of 1%) must notify Star Energy and the FCA within two trading days. The SIP Shares admission is expected around 31 July 2026, with confirmation available via official RNS releases and the London Stock Exchange AIM service.

For enquiries, contact Frances Ward, Chief Financial Officer, at +44 (0)20 7993 9899. Zeus Capital Limited serves as nominated adviser and broker (+44 (0)203 829 5000), with investment banking contacts Antonio Bossi and Darshan Patel, and corporate broking handled by Simon Johnson. Communications support is provided by Vigo Consulting (+44 (0)207 597 5970). SIP shares held electronically via CREST will be registered under Equiniti Share Plan Trustees Limited, with beneficiary interests maintained through plan documentation.

Detailed Transaction Summary and Regulatory Information

The announcement provides full disclosure of PDMR transactions under UK Market Abuse Regulation. Frances Ward acquired 6,102 voting rights (0.17%), while Ross Glover acquired 6,102 voting rights (0.44%), with transactions dated 24 July 2026 at A30.1475 per share on the London Stock Exchange AIM. Both are classified as Persons Discharging Managerial Responsibility, triggering mandatory disclosures.

These initial notifications do not necessarily indicate recent employment starts. The financial instruments involved are Ordinary Shares of 0.002p each, ISIN GB00BZ042C28. The London Stock Exchange AIM is both the transaction venue and market for admission, expected on or around 31 July 2026. Further SIP details are provided in the appendix for investor reference.