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PTT Oil Business

0. PTT Oil Business March 29-30, 2017 CONFIDENTIAL AND PROPRIETARY. |. Any use of this material without specific permission of PTTPLC is strictly prohibited 0. Agenda summary of the Restructuring PTT's Oil Business Overview & Operating Performance Industry Overview PTT's Oil Business Directions Next Steps |1. summary of the Restructuring CONFIDENTIAL AND PROPRIETARY. Any use of this material without specific permission of PTTPLC is strictly prohibited summary of the Restructuring PTT's oil Business unit including its assets and liabilities and shares of relevant companies to be transferred to Restructuring PTT Oil and Retail Business Company Limited ( PTTOR ).

|1 Agenda Summary of the Restructuring PTT’s Oil Business Overview & Operating Performance Industry Overview PTT’s Oil Business Directions Next Steps

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Transcription of PTT Oil Business

1 0. PTT Oil Business March 29-30, 2017 CONFIDENTIAL AND PROPRIETARY. |. Any use of this material without specific permission of PTTPLC is strictly prohibited 0. Agenda summary of the Restructuring PTT's Oil Business Overview & Operating Performance Industry Overview PTT's Oil Business Directions Next Steps |1. summary of the Restructuring CONFIDENTIAL AND PROPRIETARY. Any use of this material without specific permission of PTTPLC is strictly prohibited summary of the Restructuring PTT's oil Business unit including its assets and liabilities and shares of relevant companies to be transferred to Restructuring PTT Oil and Retail Business Company Limited ( PTTOR ).

2 (1). Transfer Price This amount does not include operations and shares currently under PTTOR. IPO / Listing Venue Stock Exchange of Thailand ( SET ). Minimum Shareholding of total paid-up capital(2). by PTT PTT currently holds 100% in PTTOR. Maximum Shareholding of total paid-up capital by the Public Shareholding by PTT &. Less than of total paid-up capital after IPO. Government Foreign Limit of total outstanding shares Foreign Shareholding Cap Per Person of the total paid-up capital Preferential Share Not more than than of ordinary shares being offered at IPO to Offering PTT's existing shareholders(3).

3 (1) In the case that there is a loss or damage of assets on the scheduled date to finalize the list of assets and liabilities to be transferred of more than 5% of the Transfer Price, the value of such loss or damages will be used to adjust the Transfer Price down; in the case that there are agreements under which the rights, duties, and liabilities cannot be transferred to PTTOR, which have material negative effect on EBITDA, the parties agree to adjust the Transfer Price down under the terms to be mutually agreed by the parties; in the case that the Transfer Date is later than 1 July 2017, the Transfer Price will be adjusted if there is material difference between the fair market value of net assets as of the Transfer Date and the estimate of the fair market value of net assets as at 30 June 2017.

4 (2) In case where there is an overallotment to stabilize the share price (Stabilization) for a period of 30 days from the first trading day of PTTOR's shares on the SET, PTT's holding percentage in PTTOR may temporarily decrease to be lower than of total paid-up capital in that period. (3) Offering to PTT shareholders who have the rights to subscribe for such allocated shares. However, PTTOR will not offer such shares to shareholders who will cause PTTOR to be subject to rules and regulations of foreign countries. |3. Rationale for the Restructuring and Benefits to PTT and Shareholders 1 Creation of a flagship company in the oil and retail Business for PTT Group Realize the value of the oil and retail Business reflective of its true potential 2.

5 As a non-state controlled Business Improve competitive advantage both domestically and abroad through 3. more flexibility, united, and more efficient operation 4 Increase in PTT's revenue from disposal of assets and PTTOR's shares |4. Current Group Structure of the Oil Business Unit The Restructuring of PTT includes the following: The transfer of the oil Business unit, the assets and liabilities of the oil Business unit, and the shares of companies related to the oil Business unit from PTT. to PTT Oil and Retail Business Company Limited ( PTTOR ). The appointment of PTTOR as a Flagship in oil and retail Business of PTT Group The initial public offering of ordinary shares of PTTOR (1) and the listing of PTTOR on the Stock Exchange of Thailand - Pre -Transaction Listed Company Structure Infrastructure &.

6 Upstream Petroleum & Gas Downstream Petroleum Sustainability Management Business Group Business Group Business Group International Trading Downstream Business Oil Business Unit Business Unit Group Alignment PTT transfers Oil 100% 100% 25% 20% 40%. Business Unit to PTT Oil PTTOR THAPP BAFS PA Sanshui(2) PA Maoming(2) KPL(2). Myanmar 35% 100%. PTTOR. TLBC IPS FPT PAT PTTCL. 100% 100% 100% 100% 40% 100%. PTTRM PTTRS PTTPC PTTTC OGPS PTTLAO. 25% To be transferred back to PTT. FST. (1) including the offering of PTTOR's ordinary shares to PTT's existing shareholders who have the rights to subscribe for such allocated shares.

7 However, PTTOR will not offer such shares to shareholders who will cause PTTOR to be subject to rules and regulations of foreign countries (Preferential Share Offering) ; (2) Awaiting to be dissolved |5. Group Structure after the Restructuring of PTT (After IPO). PTT's Business Unit Downstream Petroleum Business Group Infrastructure & Upstream Sustainability Petroleum &. Management Gas Business Business Group Group International Downstream Trading Business Group Business Unit Alignment Flagship Companies listed in the SET. At least 45% (1). PTTOR PTTOR.

8 (Oil and Retail (Oil and Retail Businesses) Businesses). E&P Refining Petrochemical Petrochemical Power Oil and Retail 100% 100% 100% 100% 100% 100% 100%. PTTRM PTTRS PTTPC PTTTC TLBC PTTOM PTTCL. 25% 100%. Petchem/Refinery FST PTTLAO. Gas & Utility Services PTTPM/ HMC/ PTTAC/ Others PTTNGD/ TP/ BSA /ENCO. PTTPL/ SPRC/ TIP etc. DCAP/ TTM /PTTICT. PTTMCC 35%. PTT Group Subsidiaries/PTT Group Joint Venture BAFS THAPP IPS FPT PAT. (1) PTT and government agencies will hold less than of PTTOR's total paid-up capital after the offering of PTTOR's shares and its listing on the SET.

9 |6. PTT's Oil Business Overview &. Operating Performance CONFIDENTIAL AND PROPRIETARY. Any use of this material without specific permission of PTTPLC is strictly prohibited summary of PTT's Current Oil Business Four Key Operating Segments 1 2. Oil Business (1) Non-oil Business (1). #1 market share in Thailand 7-eleven & 1,350 7-eleven in PTT gas PTT nationwide gas station Jiffy stations nationwide Retail network of 1,530 stations 151 Jiffy stores nationwide Caf Amazon 1,667 Caf Amazon nationwide Aviation and marine, industrial Commercial use, and LPG.

10 (B2B). Rental Space rental by high quality tenants Business Sale to dealers under & 10. Supply Sales Master 29 branches Franchise Brand 3 4. International Business (1) Lubricant Business (1). Gas station network of Oil 181 stations in 4 ASEAN countries Lubricant #1 market share in Thailand (Domestics &. International) Export to 36 countries Non-Oil 50 Caf Amazon 28 Jiffy stores Service station FIT auto of 24 stations Laos Cambodia Myanmar Philippines (1) Data as at 31 December 2016. |8. Operating Performance of PTT's Oil Business Sales Volume(1). Sales volume's general upward trend caused by a higher demand following a decrease in product prices Million Liters 26,464.


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