Enclosure 4

Registration and Voting Procedure

  1. Conditions of the registration
    The Company will open the registration counter for meeting attendance and document examination at 7:30 hr. at Landmark Ballroom, 7th Floor, The Landmark Bangkok Hotel, 138 Sukhumvit Road, Khlong Toei, Bangkok, 10110 as shown in the map (Enclosure 9).
  2. Registration procedure
    1. Bring the documents specified in Item 3 below to the document verification booth for the staff to review.
    2. Bring the reviewed documents to the registration booth. The Company uses a barcode system for the convenience and to speed up the registration process. Therefore, it is required to bring the document that has a printed barcode that the Company sent to the shareholder together with this document to the meeting.
      1. For shareholders and proxies who are individuals, please proceed to "Individual or Proxy" booth for the registration.
      2. For proxies who are juristic persons, funds and institutions, please proceed to
        "Juristic Person, Fund or Institution" booth for the registration.
    3. The registered attendance will receive voting ballots and an identification sticker.
    4. The meeting room will be opened at 9:00 hr and the meeting will start at 09:30 hr.
    5. The Chairman will proceed with the meeting according to the proposed agenda. The meeting will be adjourned after completing all agenda items.
  3. Required documents for the registration (as the case may be)
  1. Individual shareholders
    1. Attendance in person by the shareholder
      a valid photo-ID issued by a government authority, e.g. a national identification card, an official identification card, a foreigner identification card or a passport (in case of foreign shareholder)
    2. Attendance by proxy
      1. a proxy form B (Enclosure 6), which is completely filled in and signed by the proxy grantor and the proxy, and affixed with Baht 20 of stamp duty
      2. a photocopy of a valid photo-ID issued by a government authority of the proxy grantor (shareholder), which is certified as a true copy by the proxy grantor
      3. a valid photo-ID issued by a government authority of the proxy

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Enclosure 4

  1. Juristic person shareholders
    1. Attendance in person by the authorized representative of the shareholder
      1. a valid photo-ID issued by a government authority of the authorized representative of the shareholder
      2. a photocopy of an affidavit of the shareholder issued by the Ministry of Commerce or a competent authority of the country where such juristic person is situated, which has been issued for not more than 1 year prior to the meeting. The document must also be certified as a true copy by the authorized representative and contain the information showing that the authorized person has the authority to act on behalf of such juristic person shareholder
    2. Attendance by proxy
      1. a proxy form B (Enclosure 6) which is completely filled in and signed by the proxy grantor and the proxy, and affixed with Baht 20 of stamp duty
      2. a photocopy of a valid photo-ID issued by a government authority of the authorized representative of the shareholder, which is certified as a true copy by such authorized representative
      3. a photocopy of an affidavit of the shareholder issued by the Ministry of Commerce or a competent authority of the country where such juristic person is situated, which has been issued for not more than 1 year prior to the meeting. The document must also be certified as a true copy by the authorized representative and contain the information showing that the authorized person has the authority to act on behalf of such juristic person shareholder
      4. a valid photo-ID issued by a government authority of the proxy
    3. Attendance by proxy given by a Thai Custodian
      1. a valid power of attorney, authorizing the custodian to give proxy, which is completely filled in and signed by the principal and the attorney, and affixed with Baht 30 of stamp duty
      2. a photocopy of the documents of the shareholder as specified in A. (2) (b) or B. (2) (b) and (c), as the case may be (except where the shareholder is a foreign juristic person who authorizes a custodian who is a Thai financial institution)
      3. a photocopy of a valid photo-ID issued by a government authority of the authorized representative of the custodian, which is certified as a true copy by such authorized representative
      4. a photocopy of an affidavit of the custodian issued by the Ministry of Commerce, which has been issued for not more than 1 year prior to the meeting. The document must also be certified as a true copy by the authorized representative and contain the information showing that the authorized person has the authority to act on behalf of the custodian

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Enclosure 4

    1. a confirmation letter as to the fact that the custodian has obtained a license to undertake or engage in custodian business
    2. a proxy form C (available for download atwww.sprc.co.th), which is completely filled in and signed by the proxy grantor (i.e. the custodian) and the proxy, and affixed with Baht 20 of stamp duty
    3. a valid photo-ID issued by a government authority of the proxy
  1. Shareholders who give proxy to the independent director of the Company
    A shareholder may give proxy to the independent director of the Company to attend the meeting and vote on his/her behalf.

The shareholder may give proxy to the following independent directors:

  1. Mr. Pliu Mangkornkanok; or
  2. Mr. Robert Stair Guthrie; or
  3. Ms. Kamonwan Wipulakorn.

To give proxy, the shareholder must fill in and sign the proxy form as well as the documents required. In this regard, the Company has prepared proxy form B (Enclosure 6), and details of the independent directors proposed to serve as a proxy of shareholders (Enclosure 7).

Please arrange for such documents to arrive at the Company by 21 September 2020 for our further arrangement.

Attention to: Investor Relation

Star Petroleum Refining Public Company Limited

No. 1, I-3B Road, Map Ta Phut, Amphur Muang Rayong,

Rayong Province 21150

4. Voting

  1. Voting shall be conducted openly, and one share is entitled to one vote.
  2. Voting on each agenda item: each shareholder may vote "approve" or "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.
  3. Voting by a proxy: in the event that 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 Company will record and collect such vote as marked or specified by the shareholder in the proxy form in advance, and will mark as such in the ballot given to the proxy.
    If (i) a proxy grantor does not specify his/her intention as to 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 as the proxy deems appropriate.

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Enclosure 4

4.4 The resolution of the meeting of shareholders must consist of the following votes:-

  1. Ordinary cases: it shall require a majority of the votes of the shareholders attending and eligible to vote to pass the resolution,
  2. Other cases which the laws or the Company's Articles of Association and/or the laws provided otherwise: the vote shall be in accordance with the laws or the
    Company's Articles of Association.
    The resolution of Agenda item 2 to consider and approve the investment in the fuel business, requires the votes of no less than three-quartersof the total votes cast by the shareholders attending the meeting and eligible to vote, excluding the votes cast by interested shareholders.

The Chairman of the meeting shall inform the shareholders in the meeting for their acknowledgement before casting votes on each agenda.

  1. In case of equality of votes, the Chairman of the meeting shall be entitled to a final casting vote.
  2. Any shareholder or proxy who has special conflict of interest in any specific issue shall have no right to cast his/her vote on the said issue and that shareholder or proxy may be invited by the Chairman to temporarily leave from the meeting, except for voting on election of the Directors.
  3. The Chairman of the meeting may propose to shareholders to consider and vote on each agenda by requesting the Shareholders to vote "Approve" or "Disapprove", or "Abstain" in the ballots. The ballots shall be collected upon request of the Chairman of the meeting
  4. In the process of vote counting for all agendas, the shareholder should clearly mark their ballot to specify their intentions, and hand their ballots over to our staff to process the vote counting.

5. Counting Votes

  1. The Chairman of the meeting will inform the meeting of the vote counting method for their acknowledgement before the commencement of the meeting.
  2. At this shareholders meeting, the Company uses barcode system for the Company's counting of the votes.
  3. The Chairman of the meeting shall announce the result of vote counting to the meeting on each agenda.

Remark

  • Attendees wishing to leave the Meeting before the Meeting is adjourned or who is not present in the meeting room during any agenda item can exercise his/her rights by submitting the ballot to our staff prior leaving the meeting room.
  • The total number of votes cast on each agenda item may fluctuate as attendees will enter the meeting room from time to time. Therefore, the number of persons attending the Meeting during each agenda item may change.
  • The Company reserves the rights not to complete registration if the documents provided are not complete or if the registration occurs after the meeting is adjourned.

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Enclosure 4

  • If the attendees change their title, name or surname, the evidence of such changes is required.
  • If any of the required documents is not in Thai or English, its English translation, which is certified as a correct translation by the authorized representative of the relevant juristic person, must also be attached.
  • If there is any amendment to the proxy, it must be accompanied by the signature of the proxy grantor. If there is no such signature, it will be deemed that the proxy is not entitled to vote in such agenda.
  • The shareholder who wishes to give general proxy may use proxy form A. The shareholder who is a foreign investor for which a custodian of the shares in Thailand is appointed may use proxy form C.
  • Proxy form A and proxy form C are available for download atwww.sprc.co.th.

Note: In this shareholders meeting, the company will collect, process, and disclose shareholders personal data with the intention to perform the duties prescribed by law and to provide services for shareholders in which shareholder personal information will be protected and treated in compliance with the Personal Data Protection Act BE 2562 (2019).

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Star Petroleum Refining pcl published this content on 29 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 December 2022 08:32:06 UTC.