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18 November 2016

PTT’s Analyst Presentation

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Disclaimer

1

The information contained in this PTT‟s Analyst Presentation (Presentation) has not been

independently verified and no representation or warranty expressed or implied is made as to, and no

reliance should be placed on, the fairness, accuracy, completeness or correctness of this

information or opinions contained herein.

Certain statements contained in this Presentation may be statements of future expectations and

other forward-looking statements that are based on management„s current view and assumptions

and involve known and unknown risks and uncertainties that could cause actual results,

performance or events to differ materially from those expressed or implied in such statements.

None of PTT or any of its affiliates, advisors or representatives shall have any liability whatsoever (in

negligence or otherwise) for any loss howsoever arising from any use of this Presentation or its

content or otherwise arising in connection with this Presentation.

This Presentation does not constitute an offer or invitation to purchase or subscribe for any shares

and neither it nor any part of it shall form the basis of or be relied upon in connection with any

contract or commitment whatsoever.

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2

Agenda

Restructuring Rationale

Transaction Overview

Next Steps

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Restructuring Rationale

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Restructuring Rationale

4

Enhance clarity and transparency to public

Support and facilitate Thai capital market and increase tax income for the government

Create employments for communities and societies, while supporting and growing with local SMEs

Strengthen Thai brands, bringing Thai entrepreneurs to AEC market

2

1

3

4

Enhance efficiency in the governance and the management of businesses in PTT Group 5

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Transaction Overview

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Pre-Transaction Structure

The transfer of the oil business unit, the assets and liabilities of the business unit, and the shares of companies related to the oil business

unit from PTT to PTT Retail Business Company Limited

The change of PTT Retail Business Company Limited’s name 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 preliminary plan for initial public offering of ordinary shares of PTTOR and the listing of PTTOR in the Stock Exchange of Thailand

1

2

“The Restructuring of PTT’s Business” includes the following:

Downstream Petroleum

Business Group

Upstream Petroleum & Gas

Business Group

Infrastructure & Sustainability

Management Business Group

Listed Company Pre -Transaction

Structure

International Trading

Business Unit

Downstream Business

Group Alignment Oil Business Unit

PTT Oil

Myanmar THAPP BAFS PTTTANK KPL(1) PA Sanshui(1) PA Maoming(1)

TLBC IPS FPT PAT PTTCL

PTTLAO PTTRM PTTPC PTTRS PTTTC OGPS

FST

100% 40.4% 7.06% 100% 40% 25% 20%

48.95% 16.67% 0.000009% 35% 100%

100% 100% 100% 100% 100% 40%

100%

25% To be transferred

back to PTT

PTT transfers Oil

Business Unit to

PTTOR

(1) Awaiting to be dissolved

PTTOR

51.05%

-

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Preliminary Post -Transaction Structure (Before IPO)

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THAPP BAFS PTT Oil

Myanmar PTTRM PTTPC PTTRS PTTTC

FST TLBC IPS FPT PAT PTTCL

PTTLAO

Downstream Petroleum

Business Group

Upstream Petroleum & Gas

Business Group

Infrastructure & Sustainability

Management Business Group

Listed Company

PTTOR

(Oil and Retail

Business)

International Trading

Business Unit

Downstream Business

Group Alignment

100%

To be listed PTTOR

- Preliminary Post-Transaction Structure

40.4% 7.06% 100% 100% 100% 100% 100%

25% 100.0% 16.67% 0.000009% 35% 100%

100%

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The Flagship Company for Oil and Retail Business

8

PTT’s Flagship Affiliates

PTT Global Chemical

Public Company Limited

Thai Oil

Public Company Limited

Upstream Flagship Company

PTT Exploration and Production

Public Company Limited

Power Flagship Company

Global Power Synergy

Public Company Limited

Oil and Retail Flagship Company

Being PTT Group’s flagship company

in oil and retail business with key

business interests focusing on

operating, developing and expanding

oil and retail business both

domestically and internationally

Petrochemical Flagship Company

Refinery Flagship Company

IRPC Public Company Limited

“

” PTT Oil and Retail

Business Company

Limited

PTTOR

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Business under PTTOR after Business Transfer

PTTOR’s Business will be categorized into 4 major businesses

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Oil business(1)

Retail

Commercial

(B2B)

Supply Sales

Non-oil business(1)

7-eleven & Jiffy

Café Amazon

Master

Franchise Brand

Rental

Business

International business(1)

Non-Oil

Oil

Lubricant business(1)

Lubricant

(Domestics &

International)

• #1 market share in Thailand

• Sale volume through dealer,

end user and industrial market

in both domestic and

International at 178 million

liters p.a. (2)

2 1

3 4

Service station • FIT auto of 22 stations

(1) Data as of end of September 2016

(2) Annualized data

Laos Cambodia Myanmar Philippines

• #1 market share in Thailand

• PTT nationwide gas station

network of 1,475 stations

• Aviation and marine, industrial

use, and LPG

• Volume distributed of 10.2 billion

liters p.a.(2)

• Sale to dealers under M.7 & 10

• Volume distributed of 6.9 billion

liters p.a. (2)

• 1,305 7-eleven in PTT gas stations

• 150 Jiffy stores

• 1,556 Café Amazon nationwide

• Space rental by high quality tenants

• 23 branches

• Gas station network of

168 stations in 4 ASEAN countries

• Fuel sale volume to international

market at 1,344 million

liters p.a. (2)

• 36 Café Amazon

• 24 Jiffy stores

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67,776

38,545

25,000

35,000

45,000

55,000

65,000

75,000

Assets Liabilities

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Impact on PTT’s and PTTOR’s Financial Performance

Assets and Liabilities to be transferred

to PTTOR as of 30 Sep 16

Net Asset Value of

THB 29,231 million

No significant impact to consolidated financial statements of PTT,

except for related transaction costs and tax expenses, which are

expenses in the PTT‟s financial statements PTTOR will continue to be consolidated by PTT

Unit: THB million

Note :

Financial data is based on financial information from

management accounts as of 30 September 2016, which

have not been audited nor reviewed by auditor

Main assets: Cash and cash equivalents, trade and other

receivables, inventories and supplies, investments, fixed

assets, and others assets

Main liabilities: Trade and others payables, and other

liabilities

Impact to Financial Statements of PTT

Unaudited Consolidated Financial Positions of PTTOR

THB million Before Business Transfer After Business Transfer

31 Dec 15 30 Sep 16 31 Dec 15 30 Sep 16

Assets 17,743 17,808 83,679 86,405

Liabilities 8,974 8,405 43,321 45,952

Shareholders‟

Equity 8,769 9,403 40,358 40,453

Note : All financial data in table above is based on financial information from:

1. Management accounts as of 31 December 2015 for before and after business transfer figures as of 31 December 2015

2. Management accounts as of 30 September 2016 for before and after business transfer figures as of 30 September 2016

Please note that the management accounts have not been audited nor reviewed by auditor

Subject to changes due to various factors e.g. changes in current assets, non-current

assets, current liabilities, and non-current liabilities under the normal business of the

oil business unit and PTTOR, and the consideration of the capital structure on the date

of the business transfer

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Gross Profit

11

Unaudited Pro-Forma Consolidated Financial Statements – Before vs. After Business Transfer

Impact on PTTOR’s Financial Performance

Unit: THB million

Revenue

EBIT Net Income

Before business transfer

After business transfer

55,697 37,858

510,747

353,613

2015 9M2016

3,382 2,865

27,604 27,678

2015 9M2016

Note : All financial data in graphs above is based on financial information from:

1. Management accounts as of 31 December 2015 for before and after business transfer figures as of 31 December 2015

2. Management accounts as of 30 September 2016 for before and after business transfer figures as of 30 September 2016

Please note that the management accounts have not been audited nor reviewed by auditor

The pro-forma financial statements are only for the illustration of the overall preliminary financial information before and after

business transfer, and thus subject to further change

1,205 1,248

12,819 16,945

2015 9M2016

836 916

10,229 13,577

2015 9M2016

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Preliminary Share Offering Plan

12

On November 18th, 2016, PTT‟s BOD has approved the preliminary plan for initial public

offering of ordinary shares of PTTOR and the listing of PTTOR in the Stock Exchange

of Thailand (the “SET”)

PTT and government authorities have a policy to hold less than 50% in PTTOR after

the share offering and listing of PTTOR in the SET

PTT will maintain its shareholding to be not less than 45% in PTTOR

Widely allocate shares to as many local individual investors as possible

Subject to further change and approval from relevant agencies

and PTT’s BOD and PTT’s shareholders

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Next Steps

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Next Steps

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1. Approval from Relevant Agencies e.g. the Ministry of Energy, Superboard,

and the Cabinet on the Restructuring of PTT‟s Business

2. Approval from PTT Shareholders’ Meeting on the Restructuring of the PTT‟s

Business as mentioned in Item 1

3. Approval from the Cabinet in relation to PTTOR‟s right to use the state assets

in accordance with the Private Investments in State Undertakings Act B.E.

2556 (2013)

Key Condition Precedents for the Transaction