Enclosure 1

Minutes of the Extraordinary General Meeting of Shareholders No. 1/2023

of Star Petroleum Refining Public Company Limited

Time and place

The Extraordinary General Meeting of Shareholders No. 1/2023 (the "Meeting") of Star Petroleum Refining Public Company Limited (the "Company") was held on Tuesday 31 January 2023 at 9:30 a.m. at Landmark Ballroom, 7th Floor, The Landmark Bangkok Hotel, 138 Sukhumvit Road, Khwaeng Khlong Toei, Khet Khlong Toei, Bangkok 10110.

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

1.

Mr. Brant Thomas Fish

Chairman of the Board of Directors

2.

Mr. Pliu Mangkornkanok

Independent director, Vice-Chairman of the Board of

Directors, member of the Audit Committee and the Human

Resources Committee

  1. Mrs. Kamonwan Wipulakorn
  2. Mr. Robert Stair Guthrie
  3. Mr. Ranga Rama Kumar Sreeramagiri
  4. Mr. Brian Monaco Sutton
  5. Mr. Robert Joseph Dobrik

Management present

Independent director, Chairperson of the Audit Committee and member of Human Resources Committee

Independent director, member of the Audit Committee, and Chairman of the Nomination, Remuneration and Corporate Governance Committee

Director and member of Nomination, Remuneration and Corporate Governance Committee

Director and member of Human Resources Committee

Director, Chairman of the Human Resources Committee, member of the Nomination, Remuneration and Corporate Governance Committee, and Chief Executive Officer

1.

Mrs. Nutsara Somkiatweera

Chief Financial Officer

2.

Mr. Sakchai Thamsuruk

Manager of Supply and Planning

3.

Mr. Steven Lewis Gibson

Deputy Chief Executive Officer - Operations

4.

Ms. Pornthip Viraphand

Manager of Corporate Affairs

5.

Ms. Jariya Wuensche

Manager of Human Resources

6.

Ms. Sukhumal Tonpitak

Internal Audit Manager

7.

Mr. Wichai Chunhasomboon

Financial Advisor

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Minutes of Extra Ordinary Shareholders Meeting No. 1/2023

Legal advisor, independent financial advisor and financial advisor present

Legal Advisor

  • Mr. Sutthipong Koohasaneh, Linklaters (Thailand) Limited

Financial Advisor

  • Mr. Vikrom Leenabanchong, Finansa Securities Limited

Independent Financial Advisor

  • Mr. Patchara Netsuwan, Capital Advantage Company Limited

Mr. Brant Thomas Fish presided at the Meeting as the chairman of the Meeting (the "Chairman") and welcomed Shareholders to the Extraordinary General Meeting of Shareholders No. 1/2023. He mentioned that due to the COVID-19 pandemic, the Company had been holding the shareholders' meetings via electronic media. However, due to the improvement of the COVID-19 situation, and given the important agenda items to be considered at this Meeting, the Company considered that having the face-to-face meeting is more productive, therefore, a face-to-face meeting was conducted for the Extraordinary General Meeting of Shareholders today. The Chairman also requested shareholders' and attendees' cooperation to strictly comply with the meeting protocols and measures.

In order to maintain the good corporate governance, the Meeting would be conducted as per agenda items as informed in the notice of the Meeting. The Company also had given an opportunity for the shareholders to submit relevant questions regarding the agenda item of the meeting to the Company in advance before the meeting date, in which the Company would record questions and answers in the minutes of the shareholder's meeting as appropriate. He then assigned the Company Secretary to further assist the Chairman in conducting the Meeting and providing additional information regarding the Meeting.

The Company Secretary informed that there were 84 shareholders, representing 1,781,708 shares, attending the Meeting in person, and 759 Shareholders, representing 3,543,395,067 shares, attending the Meeting by proxy. In total, there were 843 shareholders attending the Meeting, representing 3,545,176,775 shares or 81.76 percent of the total issued and paid-up shares of the Company, thus the quorum was formed according to article 41 of Company's Articles of Association.

Preliminary Proceedings

The Chairman declared the Meeting open and asked the Company Secretary to explain the proceedings of the Meeting, the voting methodology and the vote counting to the shareholders, the key points of which are summarized below:

1. The agenda items will be discussed in the sequence as specified in the notice of the Meeting. The Company will present related information, and during the Meeting, the Chairman will invite shareholders to ask questions in relation to each agenda item. The shareholders or proxies of the shareholders who would like to ask questions or give opinions, please do so through the microphones which are set up and please introduce yourself before asking questions or giving opinions.

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In the event that many queries are submitted, the Chairman will consider having the Company answer the questions as appropriate and collecting questions that are not answered in the meeting to clarify to shareholders in the minutes of the Shareholders' meeting as it deems appropriate.

  1. In respect of the voting in the Meeting, each shareholder shall have the number of votes equal to one share per one vote, and the shareholder may vote "approve", "disapprove", or "abstain" in each agenda according to the number of shares he/she holds and cannot allocate the number of shares to vote separately, except for a custodian who may allocate votes for each shareholder.
  2. Any ballot that is not marked clearly to represent the intentions of the relevant shareholder or proxy shall be deemed void. For example, a void ballot is the ballot that falls into one of the following categories:
    • the ballot in which its mark does not belong to the agenda item under consideration;
    • the ballot in which its mark is not put in one of the checkboxes provided;
    • the mark made in the ballot does not specify the intention of the shareholder who casts the vote, i.e. whether to vote for approval, disapproval or abstain;
    • the ballot in which the shareholder put more than one marks in the checkboxes, except for a custodian who may allocate votes for approval, disapproval and abstention for each shareholder; and
    • the ballot which is so damaged that the voting intention becomes unclear.

In voting for all agenda items, all shareholders are asked to clearly specify their intentions to "approve" "disapprove" or "abstain" in their ballots. Upon completion, shareholders will need to raise their hand to allow the Company's staff to collect the ballots. Each and every ballot duly marked "approve" "disapprove" or "abstain" will be counted.

Shareholders who choose not to hand over their ballots will be regarded as having "abstained" from voting on the relevant agenda item while those ballots handed over will be counted as marked.

  1. In the event that a shareholder attends the Meeting by proxy and has marked in the proxy form on any agenda item (approve, disapprove or abstain, as the case may be) in accordance with the voting requirements, 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 specified by the shareholder.
  2. 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 (iv) 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 on behalf of the shareholder as deemed appropriate.
  3. The Company requests that shareholders and proxies remain present throughout the Meeting to consider all motions on the agenda items. Nonetheless, if any shareholder or proxy needs to leave prior to the conclusion of the Meeting, shareholders and/or proxies are asked to inform the staff in front of the meeting room prior to their exit in order to return any ballots in their possession and sign-off their exit for record keeping.

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Minutes of Extra Ordinary Shareholders Meeting No. 1/2023

Furthermore, the Chairman informed the Meeting that the Company had invited a legal advisor from Linklaters (Thailand) Ltd. to monitor the vote counting of this Meeting, as well as two shareholders, namely Mrs. Supha Lertthanapong and Mrs. Nualta Apakappakul, as volunteers to witness the vote counting. The Chairman then proceeded with the Meeting with following agenda items:

Agenda Item 1: To certify minutes of the Annual General Meeting of Shareholders for the

Year 2022 held on 8 April 2022

The Chairman asked the Meeting to certify the Annual General Meeting of Shareholders for the Year 2022 held on 8 April 2022, the copy of minute which had been sent to the shareholders along with the notice of the Meeting.

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

The Chairman provided an opportunity to the Meeting to ask questions or make comments about the minutes of the Annual General Meeting of Shareholders for the Year 2022 held on 8 April 2022.

Question from Mr. Kittiyos Arpakiattiwong, shareholder attending in person

  • If a shareholder does not submit a ballot in any agenda item, is it considered as abstention?
  • Why is this shareholders' meeting held at this time and as an on-site meeting?
  • What is the costs comparison for holding a shareholders' meeting online, on-site and hybrid? The Company Secretary, answers in summary:
  • Since this shareholders meeting contains only a few agenda items and there is an important matter in agenda item 2 which requires consideration and approval of shareholders. Therefore, the Company considered to collect all ballots for sake of transparency and shareholders not handing in their ballots will be treated as abstain vote.
  • Since the Company plans to invest in the fuel business which requires approval of shareholders, therefore this shareholders' meeting is held. Moreover, the Company views that an on-site meeting will help shareholders to better understand the content and essence of the agenda items, particularly the agenda item to consider and approve the investment in the fuel business; the on-site meeting is more productive than an online meeting.
  • Holding an on-site meeting has additional costs regarding meeting place, while online meeting has only online meeting system management cost. Therefore, holding an on-site meeting slightly costs more than holding an online meeting.

There were no further questions or opinions from the shareholders. Therefore, the Chairman asked the Meeting to certify the minutes of the 2022 Annual General Meeting of Shareholders held on 8 April 2022.

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

ResolutionThe Meeting resolved to certify the minutes of the 2022 Annual General Meeting of Shareholders, which was held on 8 April 2022, with majority of votes of the shareholders attending and eligible to vote at the Meeting, as per the details below.

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Minutes of Extra Ordinary Shareholders Meeting No. 1/2023

Approve

Disapprove

Abstain

Voided

Total

Ballot

Number of Votes

3,546,783,009

3,500

614,213

91,001

3,547,491,723

Percentage

99.9800

0.0000

0.0173

0.0025

100.0000

Agenda Item 2: To consider and approve the investment in the fuel business

The Chairman asked Mr. Sakchai Thamsuruk, Manager of Supply and Planning, and Mrs. Nutsara Somkiatweera, Chief Financial Officer, to present the overview of the investment in the fuel business and the opinion of the independent financial advisor to the Meeting and also asked the Company Secretary to explain the related regulations for this agenda item.

  • An overview of investment in the fuel business
    Mr. Sakchai explained to the Meeting that this investment in the fuel business is one of the Company's strategies for business growth opportunity which will enhance the Company's competitiveness and generate returns for investors. Key details of the investment in the fuel business are as follows:
    • Advantages and highlights of the investment in the fuel business
      1. Realization of additional revenue stream and increase of competitiveness.At present, the main income of the Company comes from the refinery of petroleum products. The fuel business investment through acquisition of business of a going-concern company will provide the immediate revenue stream to the Company.
      2. Securing of downstream marketing and distribution of the refinery business.The key advantage of establishing a domestic oil refinery is the Company's ability to sell petroleum products in domestic markets without having to mainly rely on exports which may have significant transportation costs and complexity in the product standards as compared to other regions. Therefore, securing domestic distribution of petroleum products through this investment will enhance our operational performance as well as the Company's stability in respect of better production planning and meeting of customers' needs.
      3. Fuel business acquisition at reasonable price and returns.The independent financial advisor will provide explanation in the following order.
      4. Revenue and cost saving driven by synergy upside.The investment will increase our performance through synergistic integration of operations of both organizations which are the Company and companies in Chevron group.
      5. Supply chain integration and optimization.Explanation will be provided in the following order.

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Minutes of Extra Ordinary Shareholders Meeting No. 1/2023

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Star Petroleum Refining pcl published this content on 04 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2023 13:29:03 UTC.