P H O E N I X Petroleum Philippines : 2021 ASM Minutes of the Meeting

MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF

P-H-O-E-N-I-X PETROLEUM PHILIPPINES, INC.

Stella Hizon Reyes Road, Bo. Pampanga, Lanang, Davao City

30 April 2021, 10:00 AM

The meeting was conducted virtually via remote access communications through the

link, https://zoom.us/j/85305373162

Directors Present were (1) MR. DENNIS A. UY, (2) MR. DOMINGO T. UY, (3) ROMEO DE GUZMAN, (4) CHERYLYN UY; (5) ATTY. J.V. EMMANUEL DE DIOS;

1. STEPHEN CUUNJIENG; (7) ATTY. MONICO JACOB; (8) HENRY ALBERT FADULLON, (9) NICASIO I. ALCANTARA, (10) RETIRED JUSTICE OF THE SUPREME COURT, CONSUELO YNARES-SANTIAGO, (11) MINORU TAKEDA

PROCEEDINGS OF THE MEETING

I. Call to Order

The Chairman, Mr. Dennis A. Uy, called the meeting to order and presided over the proceedings. The Corporate Secretary, Atty. Socorro T. Ermac-Cabreros, recorded the minutes of the meeting.

II. Proof of Notice and Determination of Existence of Quorum

The Corporate Secretary certified that: (i) notices of the meeting stating the date, time and manner or method of conduct together with the agenda were made known to all stockholders of record of the Company as of April 5, 2021 through the PSE Edge, and publication in the Company's website.

Publication of the Notice and the Agenda was duly disclosed with the edge system of the Exchange including publication in print and online with two (2) newspapers of general circulation, the Manila Bulletin and the Daily Tribune for 2 consecutive days starting May 8 and 9, 2020; (ii) through an electronic system and protocols employed and used by the Company, based on the record of attendance, the stockholders attending this meeting in person and by proxy represent 1,250,179,169 common shares of 1,439,788,232 outstanding common capital stock. This constitutes about 86.83% of the total outstanding capital stock of the Company

as of Record Date of April 5, 2021 and (iii) there was, therefore, a quorum to transact business.

Thus, the Chairman declared the existence of a quorum and the meeting duly constituted for the transaction of business. The Chairman also acknowledged the incumbent directors:

1. MR. DENNIS A. UY, as Chairman
2. MR. DOMINGO T. UY
3. ROMEO DE GUZMAN
4. CHERYLYN UY
5. ATTY. J.V. EMMANUEL DE DIOS
6. STEPHEN CUUNJIENG
7. ATTY. MONICO JACOB
8. HENRY ALBERT FADULLON
9. NICASIO I. ALCANTARA
10. RETIRED JUSTICE OF THE SUPREME COURT, CONSUELO YNARES-SANTIAGO
11. MINORU TAKEDA

III. Approval of the Minutes of the Previous Annual Stockholders' Meeting Held on May 29, 2020

The next order of business was the approval of the minutes of the previous annual stockholders' meeting held on May 29, 2020 conducted virtually which were made available to all stockholders of record as of April 5, 2021 through PSE Edge and publication in the Company's website.

Based on the results of the Company's electronic voting system, as of April 30, 2021 at 9:00 o'clock in the morning, stockholders representing 1,250,179,169 out of 1,439,788,232 common outstanding shares have voted to approve the minutes of the stockholders meeting held last May 29, 2020. The summary of the results of the voting are as follows:

"RESOLVED, as it is hereby resolved, to approve the minutes of the Annual Stockholders Meeting held last May 29, 2020."

IV. Update on the Operational and Financial Highlights

The Chairman then called upon the President, Mr. Henry Albert R. Fadullon, to give an update on the operation and financial highlights, respectively, for 2020.

The President, Mr. Henry Albert R. Fadullon, welcomed everyone to the 2021 Phoenix Petroleum Annual Stockholders' Meeting. He emphasized the Company's priorities during this unprecedented times -- keeping its people safe, maintaining operations running in 'business as usual' mode, preserving its resources, and shared the following highlights:

• To date, the Company implemented alternative work arrangements, including a work-from-homeset-up, as well as a two-weeks-on and two-weeks-off shifting schedule for depot operations which will remain in effect up to at least for the rest of the year or until it is deemed safe enough to return to the traditional workplace. Additional benefits were given to keep the team healthy and motivated, while regular emailers, online town hall meetings, and digital huddles highlighting heightened safety protocols kept everyone informed and engaged
• The same was applied for safety to customers through new health and sanitary measures across all physical touchpoints--90% of which now offer contactless payment. We partnered with private and public organizations to fuel transport of essential goods and services, inspired by the Bayanihan spirit that we continue to see today in our communities.
• The Company had launched LPG's Kalderoke: The Cooking and Singing Showdown, as customers rediscovered the joys of cooking while staying home.
• Phoenix was recognized by the Department of Energy as the third-largest oil company in the country.

• Resource preservation initiatives significantly reduced OPEX, prioritized capital-light undertakings, and shortened our cash cycle. Non core activities such as property management, road transport, and supply chain were likewise spun off to improve efficiencies.
• Phoenix charted a 32% year-on-year growth led by our overseas businesses and LPG. Overseas volume more than doubled in 2020, with 3rd party sales of PNX Petroleum Singapore now twice bigger than internal sales. LPG operations in Vietnam, through Phoenix Gas Vietnam, meanwhile, increased three-fold as Vietnam was among the countries that quickly recovered from the pandemic.
• On the domestic front, LPG delivered stellar results - posting 31% growth in a down market - as we expanded our Luzon distribution network and sustained double-digit growth in VisMin.
• As domestic volume picked up in Q4 when lockdown measures continued to ease up, the decline in retail volume was only 14% year-on-year, and 86% pre-COVID levels. Likewise, key industries resumed operations, reducing contraction for Commercial and B2B to 29% for the full year.
• Fam On Wheels was launched to offer better access to food and other necessities to more communities. The Company partnered with SMEs, and had similar collaborations with other food and restaurant brands whose products gave our stores more variety.
• Phoenix started to offer delivery services for Phoenix fuel, and partnered with couriers for the delivery of FamilyMart products. Phoenix SUPER LPG can now even be delivered through four channels.
• Phoenix launched an app-based lifestyle rewards program, LIMITLESS, which provides us with a consolidating digital sales platform to complement our B2B and B2C channels, while offering convenience and exclusive privileges to loyal customers. With the consistent updating and development of the app, and several ground-breaking promos, LIMITLESS now has over 119,000 members, and 480,000 transactions processed, and has generated a sales value of Php 174 MILLION pesos--only months after it was launched in July.
• Phoenix was able to power through 2020, ultimately resulting in a Php 63 million pesos full-year net income
• The Company was able to reduce OPEX to essentials and prioritize undertakings that are light on capital needs, making way for savings of Php 2 billion pesos in expenses, consistent with 2020 targets adjusted for COVID-19.
• The Company lengthened the debt maturity profile as over Php 17 billion pesos in maturities were moved to 2025 and beyond; and decreased

high-cost financing by settling Php 3 billion pesos in STCPs and Php 1.25 billion pesos in preferred shares in December 2020.

After the reports were concluded by the presenters, stockholders representing 1,250,179,169 shares voted for the approval of the Annual Report of the President and the Audited Financial Report of the Company for 2020 (until December 31, 2020) by sending their ballots downloaded from the Phoenix website to pnx.corpsec@phoenixfuels.ph. The results of the voting are summarized below:

"RESOLVED, as it is hereby resolved, to approve the Report of the President as presented in the Annual Stockholders Meeting and the Company's Audited Financial Statements for the year ended 31 December 2020."

V. Corporate Actions for Approval and Ratification

The meeting then proceeded to the next item in the agenda, the Corporate actions for Approval and Ratification.

The corporate matters were all contained in the Definitive Information Statement or the DIS which is available posted in the Corporation's website. Each matter was submitted for approval by the stockholders via online voting until 12 noon of the same day.

The First item for approval is the proposal to enter into negotiations with any 3rd party or any other entity for the possible disposition and mortgage of certain assets of the Company. Approval is also sought for the investment of P57 million as initial capital as well as for the transfer and assignment of the Company's road transport assets and operations to the new corporation.

Stockholders representing 1,250,179,169 shares voted online for the approval of the proposed negotiations with any 3rd party or any other entity for the