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
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