Document

Form 56-1 Year 2012
10.
Connected Transactions
11.1 Connected transactions between Related Companies
The summary of connected transactions of PTTEP and/or its subsidiaries with persons that may have conflicts of interest in the fiscal year ending December 31,
2012 are as follows:
Relationship
Connected Company
PTT Plc. (PTT)
PTT, PTTEP’s major shareholder, holds 65.29% of
PTTEP’s registered and paid-up capital.
 Co-directors are:
(1) Mr. Norkun Sitthiphong
(2) Mr. Pailin Chuchottaworn

Transaction
Petroleum product sales: crude oil; natural gas;
LPG; and condensate.
- Total income
- Account receivables
2012 Value
(Unit: Million USD)
Pricing policy and/or Reason

5,331.68
834.17
Condition/price setting follows normal
business operations at the arm’s length
conditions for non-related persons or
operations.
Part 1 Page 198
Form 56-1 Year 2012
Connected Company
Relationship
Transaction
Other income includes:
 Income from design, equipment procurement,
construction, and natural gas pipeline test from
central processing platform of South Bongkot
field to PTT’s third gas transmission pipeline for
PTT.
 Income from infrastructure services to support
the petroleum development such as warehouse,
helicopter, and accommodation for PTT
personnel at Arthit Platform.
 Income from maintenance of natural gas meters.
 Income from training
 Income from procurement of drivers for
executives under agreements between PTT and
PTTEP Services Co., Ltd. (The Company’s
subsidiary).
- Total income
- Account receivable
2012 Value
(Unit: Million USD)
Pricing policy and/or Reason

The condition/price setting for these
specified other income follows normal
business operations at the arm’s length
conditions for non-related persons and
operations.
6.21
1.98
Part 1 Page 199
Form 56-1 Year 2012
Connected Company
Relationship
Transaction
Account receivable from construction of gas
transmission pipelines
Petroleum product purchase, other related
expenses, and expenses for PTT personnel
seconded to PTTEP.
- Expenses for the purchase of petroleum
products, related equipment, related services
and others
- Personnel expenses
- Account payable
The deferred payment is the Company’s obligation
according to the Arthit Project’s natural gas
purchase/sale contract.
2012 Value
(Unit: Million USD)
Pricing policy and/or Reason
36.07  Such amount arises mostly from
additional scope of work on gas-pipeline
construction. The actual cost of the
additional work is under negotiation with
PTT. The condition/price setting for
construction of gas transmission
pipelines follows normal business
operations at the arm’s length conditions
for non-related persons and operations.
 The condition/price setting for the
purchase of petroleum product, related
equipment, related services, and others
53.43
follows normal business operations at the
arm’s length conditions for non-related
persons and operations
2.57  Personnel expense rates follow the actual
0.44
rates PTT pays for employees seconded
to the Company.
1.76  Condition/price setting follows normal
business operations at the arm’s length
conditions for non-related persons and
operations.
Part 1 Page 200
Form 56-1 Year 2012
Relationship
Transaction
PTTEP, Energy Complex’s major shareholder, holds 50%
of Energy complex‘s registered and paid-up capital.
 PTT, the major shareholder of both PTTEP and Energy
Complex, holds 50% of Energy Complex’s registered
and paid-up capital.
 The Company’s executives who serves as Energy
Complex’s directors are
(1) Ms. Penchun Jarikasem;
(2) Mr. Asadakorn Limpiti
(3) Mr. Thiti Mekavichai
.
The Company signed a three-year lease with
Energy Complex to rent the 47,000 square meters
building for office, storage and multipurpose areas
at the Energy Complex Center (Enco). The
Company is eligible to extend its lease period for
another three years.
- Total lease and service paying amount
- Account payable
Connected Company
Energy Complex Co., Ltd.
(Energy Complex)

2012 Value
(Unit: Million USD)
Pricing policy and/or Reason

The leasing rate is referred to the rate
appraised by independent evaluators,
based on the market rate of office
building lease.

The mentioned contract follows the
conditions of the loan contract signed by
Energy Complex and Krung Thai Bank
Plc., dated 2 April 2009 (Contract
amendment is included.) with the
financial support of all Energy Complex’s
shareholders proportionately.
13.51
-
The Company signed a loan contract with Energy
Complex under the following conditions:
 Contract period of 13 years and six months
 Expiration date on 2 October 2022
 Reference interest rate follows a loan contract
between Energy Complex and Krung Thai
Bank Plc. dated 2 April 2009 and its
amendment. The interest rate is FDR+2% per
year for the year 2012.
- Accrued loan
- Interest receivable
18.93
0.85
Part 1 Page 201
Form 56-1 Year 2012
Relationship
Connected Company
PTT ICT Solutions Co., Ltd.
(PTT ICT)

PTT Global Chemical Plc. and Thai Oil Plc., and PTTEP
Plc., in which PTT is their major shareholder, hold 40%,
20% and 20% of PTT ICT shares, respectively.
 Ms. Penchun Jarikasem, the Company’s executive,
serves as PTT ICT’s director.
 PTT, the Company’s and SPRC’s major shareholder,
holds 36% of SPRC’s registered and paid-up capital.

Star Petroleum Refining Plc.
(SPRC)
PTT, the major shareholder of the Company, holds 20%
of PTT ICT’s registered and paid-up capital.
Transaction
Income from the Company’s personnel seconded
to Energy Complex
- Total income
- Account receivable
The Company signed a contract with PTT ICT for IT
services and communications.
- Total expenses
- Account payable
Income from the Company’s personnel seconded
to PTT ICT.
- Total income
- Account receivable
Crude oil sales
- Total income
- Account receivable
2012 Value
(Unit: Million USD)
Pricing policy and/or Reason

Salary rates based on the actual rates the
Company pays for its employees
seconded to Energy Complex.

Condition/price setting follows normal
business operations at the arm’s length
conditions for non-related persons and
operations.

Salary rates based on the actual rates the
Company pays for its employees
seconded to PTT ICT.

Condition/price setting follows normal
business operations at the arm’s length
conditions for non-related persons and
operations.
0.01
21.37
0.88
1.28
87.94
2.26
Part 1 Page 202
Form 56-1 Year 2012
Relationship
Connected Company
Krung Thai Bank Plc. (KTB)
Transaction
The Company assigned loan agreement with KTB
under the following conditions.
Loan agreement for 2011
 1-year contract period
 Expiration date on 31 March 2012
 Interest rate: THBFIX+0.9% per annum
 Amount: 20,000 million baht
Loan agreement for 2012
 10-year contract period
 Expiration date on 30 March 2022
 Interest rate: THBFIX+1.1% per annum for
year 1-5
 Interest rate: upon agreement for year 6-10
 Amount: 20,000 million baht
- Accrued loan
- Fee and interest expenses
PTT International Co., Ltd. (PTT  PTT, the Company’s and PTT Inter’s major shareholder, Income from procurement of drivers for executives
Inter)
holds 100% of PTT Inter’s registered and paid-up
based on contracts between PTT Inter and PTTEP
capital.
Services Co., Ltd. (The Company’s subsidiary).
 Mr. Chatchawal Eimsiri, the Company’s executive,
- Total income
is PTT Inter’s director.
- Account receivable

2012 Value
(Unit: Million USD)
Pricing policy and/or Reason
The Company’s ex-director in 2012, Mr. Vorapak
Tanyawong, is KTB’s director.

Interest rate/price setting follows normal
business operations at the arm’s length
conditions for non-related persons and
operations.

Condition/price setting follows normal
business operations at the arm’s length
conditions for non-related persons and
operations.
12.28
0.04
0.01
Part 1 Page 203
Form 56-1 Year 2012
Relationship
Connected Company
IRPC Plc. (IRPC)
PTT, the Company’s and IRPC’s major shareholder,
holds 38.51% of IRPC’s registered and paid-up capital.
 Co-directors are:
(1) Mr. Pailin Chuchottaworn
(2) Mr. Wichai Pornkeratiwat.

Transaction
Expenses for IT services from IRPC for real time
analyst meetings.
- Total expenses
- Account payable
Thai Airways International Plc.  Co-director is:
(THAI)
Mr. Ampon Kittiampon.
Expenses for air ticket purchase
- Total expenses
- Account payable
Bangchak Petroleum Plc.
(BCP)

PTT, the Company’s and BCP’s major shareholder, holds
27.22% of BCP’s registered and paid-up capital.
 Co-director is:
Mr. Pichai Chunhavajira.
Expenses for public utility, equipment, tools and
operating rooms in the area of Bangchak refinery.
- Total expenses
- Account payable
PTT Global Chemical Plc.
(PTTGC)

PTT, the Company’s and PTTGC’s major shareholder,
holds 48.90% of PTTGC’s registered and paid-up
capital.
 Co-director is:
Mr. Prajya Phinyawat.
 The Company’s ex-director in 2012, Mr. Anon
Sirisaengtaksin, is PTTGC’s director.
Income from procurement of drivers for executives
based on contract between PTTGC and PTTEP
Services Co., Ltd (The Company’s subsidiary).
- Total income
- Account receivable
2012 Value
(Unit: Million USD)
Pricing policy and/or Reason

0.01
-
Condition/price setting follows normal
business operations at the arm’s length
conditions for non-related persons and
operations.
Condition/price setting follows normal
business operations at the arm’s length
conditions for non-related persons and
operations.
 Condition/price setting follows normal
business operations at the arm’s length
0.003
conditions for non-related persons and
operations.

0.09
0.01

0.01
0.01
Condition/price setting follows normal
business operations at the arm’s length
conditions for non-related persons and
operations.
Part 1 Page 204
Form 56-1 Year 2012
Relationship
Connected Company
PTT Maintenance and
Engineering Co., Ltd. (PTT
Maintenance)
Transaction
PTT, the Company’s and PTT Maintenance’s major
 Income from training services
shareholder, holds 40% of PTT Maintenance’s registered - Total income
and paid-up capital.
- Account receivable
 PTTGC, in which PTT is its major shareholder, holds 60%
of PTT Maintenance’s shares.
2012 Value
(Unit: Million USD)
Pricing policy and/or Reason

The Company and its subsidiaries signed contracts
with PTT Maintenance as follows:
 Rail Tank Wagons Maintenance and repair
 General maintenance, equipment inspection and
other services
 MESC training (Implementation for Stock
Inventory)
- Total expenses
- Account payable

The condition/price setting for training
services follows normal business
operations at the arm’s length conditions
for non-related persons and operations.

Condition/price setting follows normal
business operations at the arm’s length
conditions for non-related persons and
operations.
0.001
-
2.79
-
Part 1 Page 205
Form 56-1 Year 2012
Relationship
Connected Company
PTT Energy Solutions Co., Ltd.  PTT, the Company’s and PTT Energy’s major
(PTT Energy)
shareholder, holds 40% of PTT Energy’s registered and
paid-up capital.
 PTTGC, TOP, and IRPC, in which PTT is their major
shareholder, hold 20% each in PTT Energy.
Sport Services Alliance Co.,
Ltd. (Sport Services)
Dhipaya Insurance Plc. (TIP)
Business Services Alliance
Co., Ltd. (Business Services)
Transaction
Expenses for meeting and seminar arrangement,
consultant fee for personnel training and work
system.
- Total expenses
- Account payable
Business Services Alliance Co., Ltd., in which PTT is its Expenses for sponsoring PTT Rayong Football Club
major shareholder, is Sport Services’ major shareholder - Total expenses
holding 100%.
- Account payable
 The Company’s ex-director in 2012, Mr. Sommai
Khowkachaporn, is Sport Services’ director.
 PTT, the Company’s and TIP’s major shareholder, holds Expenses for Company’s assets and its employees’
13.33% of TIP’s registered and paid-up capital.
health and life insurance
- Total expenses
- Account payable
2012 Value
(Unit: Million USD)
Pricing policy and/or Reason
PTT, the Company’s and Business Services’ major
shareholder, holds 25% of Business Services’
registered and paid-up capital.
 PTTGC, PTT ICT and PTT Utility Co., Ltd., in which PTT is
their major shareholder, hold 25% each in Business
Services.
Expense for the change of carton packaging and
the re-arrangement of the damaged rocks samples
at the Company’s warehouse in Phra Nakhon Si
Ayutthaya after the flood, based on the Company’s
rock sample collection standard.
- Total expenses
- Account payable
Condition/price setting follows normal
business operations at the arm’s length
conditions for non-related persons and
operations.

Sport Services is the owner and sponsor
of PTT Rayong Football Club. It is the
football-activity support for youth and
people in Rayong.

Condition/price setting follows normal
business operations at the arm’s length
conditions for non-related persons and
operations.

Condition/price setting follows normal
business operations at the arm’s length
conditions for non-related persons and
operations.
0.25
0.03



0.16
-
20.92
-
0.02
0.0003
Part 1 Page 206
Form 56-1 Year 2012
Relationship
Connected Company
Linde (Thailand) Plc. (Linde)

The Company’s ex-director in 2012, Mr. Sommai
Khowkachaporn, is Linde’s director.
Top Maritime Service Co., Ltd.  Co-director is:
(Top Maritime)
Mr. Pichai Chunhavajira.
PTT International Trading Pte.  PTT, the Company’s and PTT Inter Trading’s major
Ltd. (PTT Inter Trading)
shareholder, holds 100% of PTT Inter Trading’s
registered and paid-up capital.
Transaction
Expenses for purchase of Nitrogen and lease of
Nitrogen-related equipment.
- Total expenses
- Account payable
Ship lease for transporting personnel to and from
Bongkot Field
- Total expenses
- Account payable
Expenses for purchase of fuel filled in Singapore.
- Total expenses
- Account payable
Expense for hedging contracts for oil prices
- Total expenses
- Account payable
Thai Oil Plc. (TOP)
PTT, the Company’s and TOP’s major shareholder,
holds 49.10% of TOP’s registered and paid-up capital.
 Co-directors are:
(1) Mr. Norkun Sitthipong
(2) Mr. Chaikasem Nitisiri.

Crude oil sales
- Total income
- Account receivable
2012 Value
(Unit: Million USD)
Pricing policy and/or Reason

Condition/price setting follows normal
business operations at the arm’s length
conditions for non-related persons and
operations.

Condition/price setting follows normal
business operations at the arm’s length
conditions for non-related persons and
operations.
0.04
-
0.53
-
The condition/price setting of fuel
0.52
purchase follows normal business
operations at the arm’s length conditions
for non-related persons and operations.
 The condition/price setting of oil-price
4.25
hedging contract follows normal business
1.15
operations at the arm’s length conditions
for non-related persons and operations.


23.86
8.17
Condition/price setting follows normal
business operations at the arm’s length
conditions for non-related persons and
operations.
Part 1 Page 207
11.2 Necessity and Reasons for Connected Transactions
Having audited the connected transactions that arose and were recorded for the
fiscal year ending December 31, 2012 as detailed above, the Audit Committee agreed that such
connected transactions were necessary with fair and/or equal conditions and prices at the arm’s
length basis, and gained approval from the management or the Board according to the
Company's policy prior to the transactions.
11.3 Approval Measures and Procedure for Connected Transactions
The Board properly reviewed the transactions that may have conflicts of interest
or related transactions or connected transactions based on the ethical framework after the Audit
Committee's screening and considering, as determined by regulations of the Stock Exchange of
Thailand, the Capital Market Supervisory Board, the Securities and Exchange Commission, and
had such transactions' information disclosure with accuracy and completeness.
The Company set its policy and reporting procedures on conflicts of interest clearly for
directors and employees to follow. Two types of approval procedures for connected
transactions are described below.
(1) Transactions that require the Board approval before execution e.g. purchase
/sale contracts of gas, crude oil and condensate, and trade finance.
(2) Transactions that are permitted to be executed by following procurement
regulations with the management approval under the limited amount approved by the Board
e.g. procurement of fuel and petroleum products, lease of office buildings, and helicopter
services.
In a case that directors, employee or related persons have conflict of interest on
the Company transactions, they are not eligible for decision-making or approval of such
transactions. Such transactions will have fair conditions and prices at the arm's length basis.
PTTEPEN
Part 2 Page 208
11.4 Policy and Future Trend for Connected Transactions
11.4.1 Policy for Connected Transactions
Future connected transactions will follow the Company's normal business
operations without any transfer of benefits between the Company and related companies or
persons. The Company will strictly adhere to and abide by the securities and exchange laws,
the Capital Market Supervisory Board's notifications and the Stock Exchange of Thailand's
regulations or other supervisory agencies for connected transactions with reasons and
appropriate condition at reference market prices in order for all shareholders and stakeholders
to be taken care of benefits with fairness and equality under the Company's good corporate
governance policy.
11.4.2 Trend for Connected Transactions with Persons that may have Conflicts of
Interest.
The Company continues to have connected transactions with related persons in
the future. Such transactions include normal business transactions, lease of office buildings,
and support transactions for normal business described below.
(1) Sales of petroleum product and purchase of fuel: As such transactions are
the Company's normal business operations and follow conditions and requirements agreed in
contracts, the Company still continues executing these transactions due to their necessity to the
Company's business operations.
(2) Lease of office buildings: As the lease of office buildings is the reasonable
and necessary for the Company's business operations, the Company continues such
transactions.
(3) Employment of information and technology services: As the employment of
information and technology services is the reasonable and necessary for the Company's
business operations, the Company continues such transactions.
PTTEPEN
Part 2 Page 209