(Translation)

Minutes of the 2023 Annual General Meeting of Shareholders

of Star Petroleum Refining Public Company Limited

conducted via electronic media (E-AGM)

Time and place

The 2023 Annual General Meeting of Shareholders (the "Meeting") of Star Petroleum Refining Public Company Limited (the "Company") was held on 5 April 2023 at 9:30 a.m. via electronic media (E-AGM) in accordance with the regulations relating to electronic meeting. The Meeting was broadcasted from Studio R6, Renaissance Bangkok Ratchaprasong Hotel, 518/8, Ploenchit Road, Lumpini, Pathumwan, Bangkok, 10330.

Before the meeting

Ms. Nattawan Khumwiwat, company secretary, (the "Company Secretary") introduced the Board of Directors and the management of the Company who were in attendance.

Directors present at the broadcasting room

1.

Mr. Brant Thomas Fish

Director and Chairman of the Board of Directors

2.

Mr. Pliu Mangkornkanok

Independent director, Vice-Chairman of the Board of Directors,

member of Audit Committee and Human Resources Committee

3.

Mrs. Kamonwan Wipulakorn

Independent director, Chairperson of the Audit Committee and

member of Human Resources Committee

4.

Mr. Rapee Sucharitakul

Independent director and member of Audit Committee and the

Nomination, Remuneration, and Corporate Governance

Committee

5.

Mr. Robert Stair Guthrie

Independent director, member of the Audit Committee, and

Chairman of the Nomination, Remuneration, and Corporate

Governance Committee

6.

Mr. Ranga Rama Kumar

Director and member of the Nomination, Remuneration and

Sreeramagiri

Corporate Governance Committee

7.

Mr. Robert Joseph Dobrik

Director, Chairman of the Human Resources Committee, member

of the Nomination, Remuneration and Corporate Governance

Committee, and Chief Executive Officer

Director attending the Meeting via DAP e-Shareholder Meeting from aboard

1.

Mr. Brian Monaco Sutton

Director and member of Human Resources Committee

Star Petroleum Refining Public Company Limited

1/27

Minutes of the 2023 Annual General Meeting of Shareholders

Therefore, at the commencement of the Meeting, eight directors out of eight directors, or 100 percent of the Company's total directors, attended the Meeting.

Management present

1.

Mrs. Nutsara Somkiatweera

Chief Financial Officer

2.

Mr. Sakchai Thamsuruk

Manager of Supply and Planning

3.

Ms. Joni Shaw

Manager of Investor Relations

4.

Ms. Sukhumal Tonpitak

Head of Internal Control Office

Legal advisor and auditor present

The Company Secretary introduced Mr. Kan Tanthawirat from PricewaterhouseCoopers ABAS Ltd., auditor of the Company, and Mrs. Treetip Parksook from Baker & McKenzie Ltd., legal advisor of the Company.

Representative from the Shareholders' Right Protection Volunteer Club of the Thai Investors Association present

Mr. Yingyong Nilsena

Mr. Brant Thomas Fish, Chairman of the Board of Directors, was the Chairman of the Meeting. As the Chairman (the "Chairman"), he welcomed shareholders to the 2023 Annual General Meeting of Shareholders. He assigned the Company Secretary as assistant to the Chairman at the Meeting.

The Company Secretary informed the attendees that 5 shareholders, representing 532,601 shares, were present in the E-AGM virtually, and 665 shareholders, representing 3,494,820,706 shares, attended the E- AGM by proxy. In total, 670 shareholders, representing 3,495,353,307 shares, or 80.61 percent of the paid- up capital of the Company, attended the E-AGM. Therefore, the Meeting was quorate in accordance with the Company's Articles of Association.

Preliminary Proceedings

The Chairman declared the Meeting open and informed the Meeting that, for the purpose of good governance, the agenda items would be discussed in the same order as indicated in the invitation. The Company had invited shareholders to nominate qualified candidates for directorship and propose agenda items for the 2023 Annual General Meeting of Shareholders from 1 October to 31 December 2022. However, neither candidates nor agenda items were proposed by shareholders during that period. In addition, the Company also allowed shareholders to submit questions regarding the agenda items to the Company before the meeting date. These questions and answers are recorded in the minutes of the Meeting as appropriate.

Then, the Chairman invited the shareholders to watch the VDO, which provided information to the shareholders about the agenda items being considered, the Meeting procedures, voting methodology and the vote counting. Each item is specified below.

Star Petroleum Refining Public Company Limited

2/27

Minutes of the 2023 Annual General Meeting of Shareholders

  • The agenda items will be discussed in the sequence as specified in the invitation of the Meeting by presenting related information. During the Meeting, the shareholders will have the opportunity to ask questions in relation to the agenda item being considered as well as any other upcoming agendum by submitting questions, which will be considered in sequential order, by clicking on the "Send Question" button on the bottom right corner of the screen, choose the relevant agenda, type in question(s) to the system, and then click on the "Send Question" button again to submit the question(s). When the relevant shareholder is allowed to ask a question, the Company will call the shareholder's name and ask him/her to turn on his/her microphone by clicking on "unmute" button. However, if there is any issue or the shareholder prefers not to turn on the microphone, the Company may read the question(s) submitted instead.
    If there are many questions submitted, the Company will provide answers to an appropriate number of questions in the Meeting and consider recording the questions that are not answered in the Meeting in the minutes of the shareholders' meeting as it deems appropriate.
  • For the voting in the Meeting, each shareholder shall have a number of votes equal to one share per one vote and the shareholder may vote by clicking on "Submit Vote" button on the bottom right corner of the screen and choose to vote "approve", "disapprove", or "abstain" for each agenda item according to the number of shares he/she holds. No shareholder can allocate the number of shares to vote separately, except for a custodian. After clicking on the relevant button, please click on "Submit Vote" button again to submit the vote.
  • The Company will open a voting system for each agenda item for a specified period, and the system will be closed upon the lapse of such period. Shareholders are entitled to cast the votes during the voting period allocated to such agenda item only. No shareholder is entitled to cast a vote in advance for the agenda that has not been considered by the Meeting or casting the vote after the voting period of such agenda item has lapsed.
    If any shareholders would like to change their votes, please click on the "Submit Vote" button again and edit the votes prior to the lapse of voting period specified by the Company.
  • In the process of vote counting for all agenda items, except for agenda item 8 regarding the election of directors for replacement of directors who will be retired by rotation and agenda item 9 regarding the approval of the increase of number of directors and appointment of a new director, all shareholders are asked to vote by clicking on "Approve", "Disapprove", or "Abstain" button in the online voting system.
    All the votes, whether approval, disapproval or abstention, will be counted. Those who choose not to cast their votes will be assumed to "Approve" the agenda item in question.
  • For the vote counting for agenda item 8 regarding election of directors for replacement of directors who will be retired by rotation and agenda item 9 regarding the approval of the increase of number of directors and appointment of a new director, all shareholders are asked to vote on such motions by casting their votes using online voting system for each candidate individually. All the votes, whether approval, disapproval or abstention, will be collected and counted. However, those who choose not to cast their votes via online voting system will be deemed to be "Abstain" from voting.
  • If a shareholder marked in the proxy form on any agenda (approve, disapprove or abstain, as the case may be) in compliance with the regulations, the system will record such vote as marked in the proxy form in advance, and the proxy will not be entitled to change the votes marked in the system.

Star Petroleum Refining Public Company Limited

3/27

Minutes of the 2023 Annual General Meeting of Shareholders

However, if (i) a proxy grantor does not specify his/her intention on how to vote on an agenda item in the proxy form; (ii) such intention is not clearly specified therein; (iii) there is any matter other than those specified in the proxy form which is to be considered and resolved in the Meeting; or

    1. there is any change or amendment to any fact in the Meeting, the proxy will be entitled to consider and vote on such agenda item via electronic voting system as the proxy deems appropriate.
  • The Company uses e-meeting platform of Digital Access Platform Company Limited or DAP (which is a company within the same group as the Stock Exchange of Thailand) to count the votes. The Company will announce the result of vote counting to the Meeting after the voting result of the relevant agenda is available.
  • The Company requested that shareholders and proxies remain present throughout the Meeting to consider all motions on the agendas. Nonetheless, any shareholders and proxies wishing to leave the e-meeting before the e-meeting is adjourned will not be entitled to vote on the agenda item(s) considered after he/she has left.
  • Shareholders or proxies who have trouble logging into the DAP system, submission of question(s), voting via DAP system or any other proceedings during the Meeting could contact DAP Operation team at 02 009 9888 ext. 1.
  • Shareholders and proxies could access Meeting materials which are available on the Company's website or via QR Code appeared on the screen.

The Chairman informed the Meeting that vote counting for this Meeting will be conducted via DAP e-Shareholder Meeting system, and the votes of shareholders and proxies will be counted by DAP's automatic system. The Company invited a representative of Baker & McKenzie Ltd. to monitor the vote counting in broadcasting room, and a representative of PricewaterhouseCoopers ABAS Ltd., to be an eyewitness of the vote counting process.

The Chairman proceeded with the Meeting with following agenda items.

Agenda item 1:To certify minutes of the Extraordinary General Meeting of Shareholders No. 1/2023 held on 31 January 2023

The Chairman asked the Meeting to certify the minutes of the Extraordinary General Meeting of Shareholders No. 1/2023 held on 31 January 2023, the copy of which had been sent to the shareholders along with the Meeting invitation.

The Board of Directors considered and recommended the Meeting to certify the minutes of such meeting.

The Chairman provided an opportunity to the Meeting to ask questions and make comments on the minutes of the Extraordinary General Meeting of Shareholders No. 1/2023 held on 31 January 2023.

No question and opinion were asked and provided on this agenda item.

Therefore, the Chairman asked the Meeting to certify the minutes of the Extraordinary General Meeting of Shareholders No. 1/2023 held on 31 January 2023.

This matter must be passed by the majority of votes of the shareholders attending and eligible to vote at the Meeting.

Star Petroleum Refining Public Company Limited

4/27

Minutes of the 2023 Annual General Meeting of Shareholders

Resolution

The Meeting resolved to certify the minutes of the Extraordinary General Meeting

of Shareholders No. 1/2023, which was held on 31 January 2023, with the majority

of votes of the shareholders attending and eligible to vote at the Meeting, as per the

details below.

Approve

Disapprove

Abstain

Voided

Total

Ballot

Number of Votes

3,410,414,525

0

66,737,300

0

3,477,151,825

Percentage

98.0807

0.0000

1.9193

0.0000

100.0000

Agenda Item 2:To acknowledge 2022 Company's performance

The Chairman asked the Meeting to watch the VDO which reported the Company's overview and operating results and assigned Mr. Robert Joseph Dobrik, the Chief Executive Officer, to report on the Company's overview and operating results for 2022 to the Meeting. The summary of which are specified below.

Vision and Mission

The Company's vision is to be "One Caring Family Energizing Our Future", and the Company's mission was built on certain core fundamentals as follows:

  • to invest in the people enhancing caring family culture, capability and performance delivery in current and future;
  • to continuedly deliver safe, reliable, and sustainable operations;
  • to ultimately strengthen competitiveness in the long-run through smart and timely investments; and
  • to continue to look for opportunities to meet or exceed the stakeholders' expectations.

2022 Awards and Achievement

The Company constantly challenged itself through different ways to benchmark and to be the best in the industry. Examples of awards and recognitions that the Company received and continuedly reinforced the Company's performance were as follows:

  • CG Award "Excellent" scoring 2022 for the 6th consecutive year by Thai Institute of Directors Association (IOD), in collaboration with the Stock Exchange of Thailand (SET);
  • The Thailand's Private Sector Collective Action Coalition Against Corruption (CAC);
  • "Green Industry Level 3" for systematic environmental management and continuous development (2019 - 2022) by Ministry of Industry;
  • "Corporate Social Responsibility Excellence Recognition Award 2022" from American Chamber of Commerce in Thailand (AMCHAM);
  • "ASEAN Corporate Governance Scorecard Virtual Award" in 2022 by Institute of Corporate
    Directors held in the Philippines; and
  • ISO 9001:2015 Quality Management System, ISO 14001:2015 Environmental Management System, and ISO 45001:2018 Occupational Health & Safety Management System.

Star Petroleum Refining Public Company Limited

5/27

Minutes of the 2023 Annual General Meeting of Shareholders

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Star Petroleum Refining pcl published this content on 19 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 April 2023 07:59:03 UTC.