Star Petroleum Refining : Full Version

STAR PETROLEUM REFINING PUBLIC COMPANY LIMITED

		บริษัท สตาร์ ปิโตรเลียมรีไฟน์นิง จํากัด (มหาชน)
		เลขทะเบียนนิติบุคคล
		(Translation)
		4 March 2024
Re:	Invitation to the 2024 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. 2/2023 held on 5 October 2023
	2.	2023 Financial Statements, 2023 Annual Report (56-1 One Report) and
		2023 Sustainability Report (QR Code)
	3.	Names and profiles of nominated candidates to replace directors who will be
		retired by rotation
	4.	Definition of independent director
	5.	Names and profiles of the proposed external auditors
	Documents relating to the meeting
	6.	Registration and voting procedures for E-AGM
	7.	Articles of Association of the Company in relation to the 2024 Annual General
		Meeting of Shareholders and voting requirements
	8.	Proxy form B
	9.	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. 1/2024 held on 20 February 2024 resolved to hold the 2024 Annual General Meeting of Shareholders, having the details as follows:

Date:

Friday 5 April 2024

Time: 10:00 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]

เลขที 1 ถนน ไอ - 3บี ตําบลมาบตาพุด อําเภอเมืองระยอง จังหวัดระยอง 21150 โทร. [phone]โทรสาร [phone]

Agenda Item 1	To certify minutes of the Extraordinary General Meeting of
	Shareholders No. 2/2023 held on 5 October 2023
Objective and Rationale:	The Company held the Extraordinary General Meeting of Shareholders
	No. 2/2023 on 5 October 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. 2/2023 held on 5 October 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 2023 Company's performance
Objective and Rationale:	To report the Company's performance for the year ended 31 December
	2023 and the 2023 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 2023 and the 2023 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 2023
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 2023 and the
	auditor's report are included in Part 3 headed "Financial Statements" on
	page numbers 164 - 225 of the 2023 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 2024 Annual General Meeting of Shareholders

				As of 31 December 2023	As of 31 December 2022
	Description
			Amount		Amount	Amount	Amount
				(Million US$)		(Million Baht)	(Million US$)	(Million Baht)
	Total Assets		1,905		65,660	1,817	63,288
	Total Liabilities		849		29,198	708	24,581
	Total Equity		1,056		36,462	1,110	38,707
	Total Revenue		6,816		238,284	8,097	285,264
	Profit (loss) for the year		(34)		(1,230)	222	7,674
	Earnings (loss) per share		US$ (0.01)		Baht (0.28)	US$ 0.05	Baht 1.77
Opinion of the Board:		The Board of Directors considers and recommends the shareholders to
				approve the financial statements for the year ended 31 December 2023,
				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 approve the non-payment of annual dividend payment for 2023
				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 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 2023, 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 AOA of the Company, the shareholders' approval and other considerations as the Board of Directors deems relevant.

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Invitation to the 2024 Annual General Meeting of Shareholders

	However, on 8 August 2023, the Board of Directors approved the non-
	payment of interim dividend for the first half of 2023 performance of
	the Company because the Company had net loss amounting to
	US$ 24,673,202.
	As of 31 December 2023, the Company had net loss amounting to
	US$ 34,257,632.
Opinion of the Board:	The Board of Directors considers and recommends the shareholders to
	approve no distribution of annual dividend payment for 2023
	performance because, as of 31 December 2023, the Company had net
	loss amounting to US$ 34,257,632.
Vote required:	A majority of the votes of the shareholders attending and eligible to
	vote shall be required for passing the resolution.
Agenda Item 5	To approve the directors' remuneration for year 2024
Objective and Rationale:	The amount of directors' remuneration should be commensurate with
	roles and responsibilities of the directors and consistent with the
	practices of the listed companies in the same industry. The proposed
	directors' remuneration for year 2024, which is in the scope specified
	by the Nomination, Remuneration	and	Corporate Governance
	("NRCG") Committee, are as follows:
	Monthly Fee			Meeting Allowance
	(Baht/Month)			(Baht/Meeting)
For 2024
Chairman	Vice		Member	Chairman	Vice	Member
	Chairman		Chairman
Board of Directors	180,000	170,000		145,000		25,000		20,000	20,000
Audit Committee	-	-		-		40,000		-	30,000
Nomination, Remuneration and	-	-		-		40,000		-	30,000
Corporate Governance Committee
Human Resources Committee	-	-		-		40,000		-	30,000

For 2023 and previous years, the Company does not provide any other form of remuneration (e.g. bonuses) to the directors other than those specified above.

The directors' remuneration package for year 2024 is the same package as applied in the previous year. Details of the directors' remuneration package for the year 2023 are provided on Part 8 headed "Corporate Governance Report", subpart 8.1.2 headed "Meeting attendance and Compensation for the Board of Committees" (page numbers 135 - 137 of the 2023 Annual Report (56-1 One Report)) in Enclosure 2.

Opinion of the Board:The NRCG Committee considered the directors' remuneration package for year 2024 thoroughly, taking into account the appropriateness, work performance, the Company's performance, and comparing with other Thai refineries and other listed companies that are in the same industry. The majority of Thai refineries provide bonus

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Invitation to the 2024 Annual General Meeting of Shareholders

	to their directors based on companies' performances. The NRCG
	Committee viewed that the directors' remuneration package should not
	include bonus, however, it should be competitive and attractive to
	future qualified candidates in making a decision on joining the Board
	of Directors of the Company.
	The Board of Directors considers and recommends the shareholders to
	approve the directors' remuneration package for year 2024 per the
	recommendation of the NRCG Committee.
Vote required:	At least two-thirds of the total number of votes of the shareholders
	attending the meeting shall be required for passing the resolution.
Agenda Item 6	To appoint an external auditor and determination of audit fee for
	year 2024
Objective and Rationale:	Section 120 of the PLC Act and Article 47 of the AOA of the
	Company provide that the annual general meeting shall appoint an
	auditor and determine the audit fee of the Company. In appointing the
	auditor, the former auditor may be re-appointed.
	The Company's auditor is PricewaterhouseCoopers ABAS Limited,
	which is neither related to nor engaged in any conflict of interest with
	the Company, the Company's subsidiaries or affiliates nor any of their
	respective executives, major shareholders or their related persons.
	The Audit Committee, after considering the quality of work provided,
	the appropriateness in providing auditing services for year 2024, the
	independence as well as the qualification specified in the relevant
	regulations, considered PricewaterhouseCoopers ABAS Limited
	appropriate, therefore recommending the shareholders' meeting to
	appoint the following persons of PricewaterhouseCoopers ABAS
	Limited as the Company's auditor for year 2024.
		Auditor's Name			CPA		Service Year
				License		for the Company
		Mr. Boonruang Lertwisetwit		No. 6552	-
		Mr. Pongthavee Ratanakoses		No. 7795	3
		Mr. Kan Tanthawirat		No. 10456	3

Any one of these recommended auditors shall be authorized to conduct the audit and express opinion about the financial statements of the Company for the year 2024.

Mr. Pongthavee Ratanakoses conducted the audit and expressed his opinion about the financial statements of the Company for the year 2018, 2019 and 2020.

Mr. Kan Tanthawirat conducted the audit and expressed his opinion about the financial statements of the Company for the year 2021, 2022 and 2023.

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Invitation to the 2024 Annual General Meeting of Shareholders

The names and brief personal profiles of the proposed external auditors are provided in Enclosure 5.

The Audit Committee recommended approving the audit fees for year 2024 at Baht 2,955,000, which is higher than the rate applied in 2023 due to the increase in the auditor's scope of audit work resulting from the Company's reorganization, i.e. the Company has a subsidiary and 2 associated companies, therefore, the Company is required to prepare a consolidated financial statements.

	Service Description		2021	2022	2023	2024
		(Baht)	(Baht)	(Baht)		(Baht)
Audit the financial statements	1,620,000	1,620,000	1,660,000	1,680,000
Review the interim financial information for	735,000	735,000	765,000		825,000
quarterly ending
Completion of procedures required for the	600,000	600,000	450,000		450,000
group reporting purpose
Others (non-audit fee)	0	0	0		0
	Total	2,955,000	2,955,000	2,875,000	2,955,000

	There is no other fee (non-audit fee) given to PricewaterhouseCoopers
	ABAS Limited other than the audit fee specified above.
	Also, the Company has 1 subsidiary and 2 associated companies
	which use the same auditing firm as the Company (i.e.,
	PricewaterhouseCoopers ABAS Limited). Such auditing firm will be
	the auditor and will audit the financial statements of the subsidiary and
	associated companies for year 2024. In this regard, the Board of
	Directors will oversee the timely preparation of financial statements
	of the Company's subsidiary.
Opinion of the Board:	The Board of Directors considers and recommends the
	shareholders to appoint Mr. Boonruang Lertwisetwit, Certified Public
	Account (Thailand) No. 6552, Mr. Pongthavee Ratanakoses Certified
	Public Account (Thailand) No. 7795 or Mr. Kan Tanthawirat Certified
	Public Account (Thailand) No. 10456 as the Company's auditor(s) for
	the year 2024 at the fee of Baht 2,955,000 pursuant to the
	recommendation of 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.

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Invitation to the 2024 Annual General Meeting of Shareholders

Agenda Item 7	To elect the directors for replacement of directors who will be
	retired by rotation
Objective and Rationale:	Section 71 of the PLC Act and Article 18 of the AOA of the Company
	provide that one-third of directors, or if it is not a multiple of three,
	then the number nearest to one-third, shall be retired by rotation at the
	annual general meeting. The retiring directors are eligible for
	re-election.

For the 2024 Annual General Meeting of Shareholders, the following directors will be retired by rotation:

1. Mr. Ranga Rama Kumar Sreeramagiri
   O Director
   O Member of the Human Resources Committee
2. Mr. Robert Stair Guthrie

1. Independent Director

1. Chairman of the Nomination, Remuneration and Corporate Governance Committee

1. 1. Member of the Audit Committee
2. Mr. Rapee Sucharitakul
3. 1. Independent Director

1. Member of the Audit Committee

1. Member of the Nomination, Remuneration and Corporate Governance Committee

The Company invited shareholders to nominate qualified candidate(s) for a directorship, together with the invitation to propose agenda items for consideration at 2024 Annual General Meeting of Shareholders. The proposal must be submitted to the Company from 1 October until 31 December 2023. Neither candidates nor agenda items were proposed by shareholders during such period.

The NRCG Committee completed the nomination procedures (details of which are specified on Part 8 headed "Corporate Governance Report", subpart 8.1.1 headed "Nomination, Development and assessment of the Board of Directors" (page numbers 127 - 128 of the 2023 Annual Report (56-1 One Report) in Enclosure 2) by carefully and cautiously considering the qualifications, knowledge, expertise and experiences, and propose to re-elect the following 3 candidates for another term.

(a)	Mr. Ranga Rama Kumar Sreeramagiri	Director
		(re-election)
(b)	Mr. Robert Stair Guthrie	Independent Director
		(re-election)
(c)	Mr. Rapee Sucharitakul	Independent Director
		(re-election)

The names and brief personal profiles of nominated candidates are provided in Enclosure 3.

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Invitation to the 2024 Annual General Meeting of Shareholders

Mr. Robert Stair Guthrie and Mr. Rapee Sucharitakul are proposed to be independent directors. They are qualified to be independent directors pursuant to the definition specified by the Stock Exchange of Thailand ("SET") and the Company. In addition, the NRCG Committee also carefully and cautiously considered, and viewed that each of Mr. Robert Stair Guthrie and Mr. Rapee Sucharitakul could decide at his discretion as well as being able to independently raise his opinions in compliance with the relevant rules and regulations. The definition of independent director is provided in Enclosure 4.

With respect to Mr. Robert Stair Guthrie who has been elected as independent director of the Company for more than 9 years, the NRCG Committee considered the appropriateness, qualifications and experiences carefully and cautiously, and considered that he is qualified and has experiences, knowledges and understandings of the Company's business, including fuel business, which is the Company's new business. Mr. Robert Stair Guthrie's experiences, knowledges and understandings of fuel business will be extremely useful to the Company. In addition, Mr. Robert Stair Guthrie is able to completely decide at his discretion, independently raise his opinions and fully perform his duties as independent director, and his appointment is for the best interest of the Company.

Opinion of the Board:The Board of Directors carefully and cautiously considers the recommendation of the NRCG Committee and agrees that Mr. Ranga Rama Kumar Sreeramagiri, Mr. Robert Stair Guthrie and Mr. Rapee Sucharitakul are qualified and have no disqualification pursuant to the PLC Act and the Securities and Exchange Act B.E. 2535, as amended.

In addition, they have knowledge, expertise and experiences in relation to, and beneficial to, the Company's business, and they are capable to develop Company's strategy and drive the Company to achieve the Company's goal.

Mr. Robert Stair Guthrie and Mr. Rapee Sucharitakul are qualified to be independent directors pursuant to the definition specified by the SET and the Company, and each of them is able to decide at his discretion and being able to independently raise his opinions in compliance with the relevant rules and regulations.

Further, the Board of Directors considered the appropriateness, qualifications and experiences of Mr. Robert Stair Guthrie who has been elected as independent director of the Company for more than 9 years according to the opinion of the NRCG Committee carefully and cautiously and opined that he is qualified and has experiences, knowledges and understandings of the Company's business, including fuel business, which is the Company's new business. Mr. Robert Stair Guthrie's experiences, knowledges and understandings of fuel business will be extremely useful to the Company. In addition, Mr. Robert Stair Guthrie is able to completely decide at his discretion, independently raise his opinions and fully perform his duties as independent director, and his appointment is for the best interest of the Company.

Therefore, the Board of Directors recommends the shareholders to re-elect Mr. Ranga Rama Kumar Sreeramagiri as a director, and

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Invitation to the 2024 Annual General Meeting of Shareholders

	Mr. Robert Stair Guthrie and Mr. Rapee Sucharitakul as the
	independent directors of the Company, for another directorship term.
	The directors who have special conflict of interest did not participate
	in the vote for this proposal.
Vote required:	The persons to be elected shall receive the majority votes of the
	shareholders attending and eligible to vote, and the persons who
	obtained the highest number of votes in respective order according to
	the required number of directors will be elected as directors of the
	Company.
Agenda Item 8	To consider and	approve the amendment to the Company's
	Objectives and Clause 3 of the Company's Memorandum of
	Association
Objective and Rationale:	To align with the Company's strategies and business operations in the
	future, the Board of Directors proposed to the shareholders to consider
	and approve the amendment to the Company's objectives and Clause 3
	of the Company's Memorandum of Association by amending and
	supplementing the scope of the Company's objectives. While the
	Company's objectives remains at 33 Clauses, the existing contents of
	Clause 12 will be amended and supplemented in accordance with the
	details specified below.
Existing Objectives		Proposed Amendment to the Objectives
(12) To provide financial support (including, but not		(12) To provide financial support (including, but not
limited to lending, providing credits or any other		limited to lending, providing credits or any other
arrangement of similar nature) and business		arrangement of similar nature) both unsecured
support services to juristic persons, including		and secured by any means (including, but not
consultancy and professional support services,		limited to, accepting mortgage, accepting pledge,
back-office services, information technology,		acting as beneficiary under a guarantee, or other
personnel, legal services, corporate finance		types of financial security for repayment of loans
services, secondment of personnel, technological		provided by the Company), and business support
support, or to conduct other business activities		services to juristic persons, including consultancy
supporting the business operations of the		and professional support services, back-office
Company's subsidiaries, associated companies,		services, information technology (including, but
and other persons to which the Company holds		not limited to design, installation, operation, and
equity stake, but not on a commercial basis to		maintenance of IT infrastructures and systems,
unrelated third-parties;			application, and equipment and leasing out the
			same),personnel, legal services, corporate finance
			services, secondment of personnel, technological
			support, or to conduct other business activities
			supporting the business operations of the Company's
			subsidiaries, associated companies, and other
			persons to which the Company holds equity stake,
			and allocating costs to those entitiesbut not on a
			commercial basis to unrelated third-parties;

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Invitation to the 2024 Annual General Meeting of Shareholders

For convenience and flexibility in registering the amendment and supplement to the Company's objectives and Clause 3 of the Company's Memorandum of Association, the Board of Directors proposed the shareholders to consider and approve a delegation of authorities to Ms. Nattawan Khumwiwat or the person(s) delegated by her to perform any acts relating to the amendment and supplement to the Company's objectives and Clause 3 of the Company's Memorandum of Association will be authorized to:

	(1)	sign any applications or documents relevant to the registration
		of the amendment and supplement to the Company's
		objectives and Clause 3 of the Company's Memorandum of
		Association;
	(2)	apply for registration of the amendment to the Company's
		objectives and Clause 3 of the Company's Memorandum of
		Association with the Ministry of Commerce (the "MOC");
	(3)	amend or supplement these applications or any contents in the
		documents relevant to the amendment to the Company's
		objectives and Clause 3 of the Company's Memorandum of
		Association that must be filed with the MOC; and
	(4)	carry out any necessary or incidental acts as considered
		appropriate in order to comply with the laws, rules, and
		regulations, the interpretations by the concerned authorities as
		well as the recommendations or instructions of the registrar or
		officials until its completion.
Opinion of the Board:	The Board of Directors considers and recommends the meeting of the
	shareholders to approve the proposed amendment and supplement to the
	Company's objectives and Clause 3 of the Company's Memorandum of
	Association by amending and supplementing the scope of the
	Company's objectives. While the Company's objectives remains at 33
	Clauses, the existing contents of Clause 12 will be amended and
	supplemented in accordance with the details specified above,
	including the details of the delegation of authorities prescribed above.
Vote required:	At least three-fourths of the shareholders attending and eligible to vote
	shall be required for passing the resolution.
Agenda Item 9	Other businesses (if any)

The date of determining the names of the shareholders entitled to attend and vote at the 2024 Annual General Meeting of Shareholders (Record Date) is on Tuesday, 5 March 2024.

All shareholders are hereby invited to join the 2024 Annual General Meeting of Shareholders at the time and date specified above. As this meeting will be held through electronic media (E-AGM), the system will start admitting participants to the e-meeting room around 1 hour prior to the meeting time.

The registration process will be done electronically. For shareholders who wish to attend the meeting, please follow the detailed procedures provided in Enclosure 6.

For shareholders who wish to appoint a proxy(ies) to attend the meeting and vote on their behalf, please fill in the details and sign the proxy form B (which is available in Enclosure 8 and downloadable on www.sprc.co.th), and follow the detailed procedures specified in Enclosure 6.

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