Star Petroleum Refining : Invitation of the 2023 Annual General Meeting of Shareholders

STAR PETROLEUM REFINING PUBLIC COMPANY LIMITED

		บริ ษ ัทสตาร์ ปิ โตรเลียมรีไฟน์นิ่งจ ากัด(มหาชน)
		เลขทะเบียนนิติบุคคล0 1 0 7 5 5 5 0 0 0 1 5 5
		(Translation)
		3 March 2023
Re:	Invitation to the 2023 Annual General Meeting of Shareholders
To:	Shareholders of Star Petroleum Refining Public Company Limited
Enclosures:
	Documents relating to the agenda being considered
	1.	Copy of minutes of the Extraordinary General Meeting of Shareholders
		No. 1/2023 held on 31 January 2023
	2.	2022 Financial Statements, 2022 Annual Report (56-1 One Report) and
		2022 Sustainability Report (QR Code)
	3.	Names and profiles of nominated candidates to replace directors who will be
		retired by rotation
	4.	Name and profile of nominated candidate for appointment as a new director
	5.	Definition of independent director
	6.	Names and profiles of the proposed external auditors
	Documents relating to the meeting
	7.	Registration and voting procedures for E-AGM
	8.	Articles of Association of the Company in relation to the 2023 Annual General
		Meeting of Shareholders and voting requirements
	9.	Proxy form B
	10.	Details of the independent directors proposed to serve as a proxy of shareholders

The meeting of the Board of Directors of Star Petroleum Refining Public Company Limited (the "Company") No. 1/2023 held on 24 February 2023 resolved to hold the 2023 Annual General Meeting of Shareholders, having the details as follows:

Date:

Wednesday 5 April 2023

Time: 09:30 hr.

Method: meeting through electronic media (E-AGM),

in accordance with the regulations with respect to electronic meeting, to consider the following agenda:

Privacy Notice: In holding shareholders' meetings through the DAP e-Shareholder Meeting system, the Company collects, uses and discloses personal information of shareholders to perform their duties as required by law and for the benefit of providing services to shareholders at shareholders' meetings, where shareholders are protected by the personal data protection policy or privacy notice as shown on the Company's website www.sprc.co.th

No. 1, I-3B Road, Map Ta Phut, Amphur Muang Rayong, Rayong Province 21150, Thailand. Tel. [phone] Fax [phone]

เลขที่1 ถนน ไอ - 3บี ต ำบลมำบตำพุด อ ำเภอเมืองระยองจังหวัดระยอง21150 โทร. [phone] โทรสำร [phone]

Agenda Item 1	To certify minutes of the Extraordinary General Meeting of
	Shareholders No. 1/2023 held on 31 January 2023
Objective and Rationale:	The Company held the Extraordinary General Meeting of Shareholders
	No. 1/2023 on 31 January 2023 and the copy of the minutes of such
	meeting is sent to the shareholders together with this invitation, details
	of which are provided in Enclosure 1.
	The minutes of the Extraordinary General Meeting of Shareholders
	No. 1/2023 held on 31 January 2023 is presented to the shareholders
	to certify.
Opinion of the Board:	The Board of Directors considers and recommends the shareholders to
	certify the minutes of such meeting.
Vote required:	A majority of the votes of the shareholders attending and eligible to
	vote shall be required for passing the resolution.

Agenda Item 2	To acknowledge 2022 Company's performance
Objective and Rationale:	To report the Company's performance for the year ended 31 December
	2022 and the 2022 Annual Report (56-1 One Report) to the shareholders
	to acknowledge, details of which are provided in Enclosure 2.
Opinion of the Board:	The Board of Directors considers and recommends the shareholders
	to acknowledge the Company's performance for the year ended
	31 December 2022 and the 2022 Annual Report (56-1 One Report).
Vote required:	This agenda is for shareholders' acknowledgment. Therefore, voting
	is not required.

Agenda Item 3	To approve the financial statements for the year ended on
	31 December 2022
Objective and Rationale:	Section 112 of Public Limited Company Act B.E. 2535, as amended
	(the "PLC Act") and Article 47 of the articles of association (the
	"AOA") of the Company provide that the Board of Directors shall cause
	proper balance sheets and income statements to be drawn up at the
	end of each accounting year. The financial statements shall be
	presented to the shareholders in annual general meeting for approval.
	It shall be duly audited before it is presented at the shareholders'
	meeting.
	The financial statements for the year ended 31 December 2022 and the
	auditor's report are included in Part 3 headed "Financial Statements" on
	page numbers 114 - 153 of the 2022 Annual Report (56-1 One Report),
	details of which are provided in Enclosure 2. The financial statements
	have been audited by the external auditor and considered by the Audit
	Committee.
	The summary of statement of financial position and statement of
	income are as follows:

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Invitation to the 2023 Annual General Meeting of Shareholders

				As of 31 December 2022			As of 31 December 2021
	Description
			Amount			Amount			Amount			Amount
				(Million US$)			(Million Baht)			(Million US$)			(Million Baht)
	Total Assets		1,817			63,288		1,748		58,726
	Total Liabilities		708			24,581		725		24,355
	Total Equity		1,110			38,707		1,023		34,371
	Total Revenue		8,097			285,264		5,350		172,484
	Profit (loss) for the year		222			7,674		150		4,746
	Earnings (loss) per share		US$ 0.05			Baht 1.77			US$ 0.03		Baht 1.09
Opinion of the Board:		The Board of Directors considers and recommends the shareholders to
				approve the financial statements for the year ended 31 December 2022,
				which have been audited by the external auditor and considered by the
				Audit Committee.
Vote required:		A majority of the votes of the shareholders attending and eligible to
				vote shall be required for passing the resolution.

Agenda Item 4	To acknowledge the interim dividend payment from 1H/2022
	performance
Objective and Rationale:	Section 115 of the PLC Act and Article 53 of the Articles of Association
	of the Company provide that the Board of Directors may from time to
	time pay to the shareholders the interim dividend if the Board of
	Directors considers that the profits of the Company justify such
	payment. Such dividend payment shall be reported to the shareholders
	at the next shareholders' meeting.
	The Board of Directors Meeting No. 3/2022 held on 11 August 2022
	approved the interim dividend payment from the net profit of
	1 January to 30 June 2022 to the shareholders of the Company in an
	amount of US$ 112,850,308, which is equivalent to Baht 0.96 per
	share for a total approximately Baht 4,163 million. The interim
	dividend payment was made to the shareholders on 8 September 2022.
Opinion of the Board:	The Board of Directors considers and recommends the shareholders to
	acknowledge the interim dividend payment from 1H/2022 performance.
Vote required:	This agenda is for shareholders' acknowledgment. Therefore, voting
	is not required.

Agenda Item 5	To approve the payment of annual dividend from 2022
	performance
Objective and Rationale:	Section 115 of the PLC Act and Article 52 of the AOA of the Company
	provide that dividend must be paid out of profit of the Company, and
	only if the Company has no retained loss. In addition, the declaration of

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Invitation to the 2023 Annual General Meeting of Shareholders

dividend must be approved by shareholders' resolution or by the Board of Directors' resolution in the case of interim dividend, and must be paid equally in proportion to the total number of issued shares.

In addition, section 116 of the PLC Act and Article 55 of the AOA of the Company provide that the Company shall allocate not less than 5% of its annual net profit less the retained losses (if any) as a legal reserve until this fund reaches an amount not less than 10% of its registered capital.

The Company's registered capital is Baht 30,004,442,705. Ten percent of the Company's registered capital is Baht 3,000,444,271.

As of 31 December 2022, the Company's legal reserve is Baht 3,000,444,271, which has reached the legal requirement. Therefore, the Company is not required to make any additional allocation as a legal reserve.

The Company's Dividend Policy is to pay twice per year of a dividend of at least 50% of net profits, subject to meeting the legal reserve requirements, the articles of association, the shareholders' approval and other considerations as the Board of Directors deems relevant.

The Company applies US Dollar as the Company's functional currency and considers the dividend payment based on net profit in US Dollar. The dividend declaration in Baht shall be in reference to the performance in 2022 in US Dollar and converted to Thai Baht, using the average selling exchange rate of the Bank of Thailand for 7 banking days before the notification date of the Board of Directors for consideration on the dividend payment.

Details regarding the average selling exchange rate of the Bank of Thailand for 7 banking days before the date of notification of the Board of Directors meeting for consideration on the dividend payment are as follows:

	7 Banking Days before	Average Selling
Date	the Date of Notification of the	Exchange Rate of Bank
	Board of Directors Meeting	of Thailand (Baht/US$)
3 February 2023	1	33.1822
6 February 2023	2	33.6869
7 February 2023	3	33.8010
8 February 2023	4	33.6782
9 February 2023	5	33.6970
10 February 2023	6	33.8145
13 February 2023	7	33.9580
14 February 2023	The date of notification of the Board of Directors meeting

Therefore, the average selling exchange rate of the Bank of Thailand for 7 banking days before the date of notification of the Board of Directors meeting was 33.6883 Baht/US$.

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Invitation to the 2023 Annual General Meeting of Shareholders

The Company proposed to make the dividend payment at 60 percent of total comprehensive income after deduction of legal reserve which is in compliance with the Company's Dividend Policy, which is to make dividend payment at least 50 percent of net profits after legal reserve.

Details on calculation for the dividend payment and dividend per share are as follows:

	Description			Unit				Amount
	2022 Net Profit				US$				222,492,010
	60% of 2022 Net Profit				US$				132,792,619
	Average Selling Exchange Rate of BOT for 7 Banking Days	Baht/US$				33.6883
	Convert 60% of 2022 Net Profit to Baht			Million Baht				4,812,851,359
	Total Number of Shares				Shares				4,335,902,125
	Total Dividend per Share for 2022			Baht/Share				1.11
	Interim Dividend Paid during on 8 September 2022	Baht/Share				0.96
	Remaining Dividend to be Paid on 3 May 2023	Baht/Share				0.15
		Details of the comparison of dividend payments in 2020, 2021 and
		2022 are as follows:
	Description	Unit	2022		2021				2020
	Net Profit (Loss)	US$	222,492,010		149,599,186			(187,015,401)
	Number of Shares the Interim
	and Annual Dividend Payment	Shares	4,335,902,125		4,335,902,125			0
	being Paid to
	Total Dividend Per Share	Baht/Share	1.11		0.1785			0
	1. Interim Dividend	Baht/Share	0.96		0			0
	2. Annual Dividend	Baht/Share	0.15		0.1785			0
	Total Dividend Paid	US$	132,792,619		23,391,575			0
	Total Dividend Paid	Million Baht	4,813		774			0
	(approximately)
Opinion of the Board:	The Board of Directors considers and recommends the shareholders
		to approve a dividend payment from the net profits for the year ended
		31 December 2022 to the shareholders of US$ 132,792,619, which is
		equivalent to Baht 1.11 per share. After deduction of the interim
		dividend payment for the first half of 2022	performance of

US$ 112,850,308, which is equivalent to Baht 0.96 per share and has been paid on 8 September 2022, the remaining dividend to be paid is US$ 19,942,311, which is equivalent to Baht 0.15 per share. This remaining dividend will be paid from the net profit with 20% Corporate Income Tax, can be credited at 20/80 of the dividend.

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Invitation to the 2023 Annual General Meeting of Shareholders