Information Memorandum : ESSO

30 April 2008
(Agreement terminated at business transfer) - Condominium Unit Sublease Agreement dated 1 February 2003. ETL agrees to sub- lease EMCTL, as the lessee, condominiums which ETL leased from United Industry Development Co., Ltd. and Vibul Thani Tower Company Limited. - In addition, ETL also agrees to sub-lease EMEPK proportional rights of parking spaces, which ETL leased from United Industry Development Co., Ltd. under the Parking Spaces Sub- Lease Agreement dated 8 May 1996 ExxonMobil Asia Sales of Goods Sales of Goods - Crude Oil, LPG, Products and Pacific Pte. Ltd. 15,063 13,850 Feedstock, and Lube ("EMAPPL") Basestock Supply Agreement (Subsidiary of Exxon dated 28 May 2001 Mobil Corporation Service Income Service Income - Paraxylene and Benzene and 100% held 6 8 Concentrate Supply and indirectly by Exxon Offtake Agreement dated 31 Mobil Corporation) Receivables Receivables August 1999 76 61 - Downstream Regional Headquarters/Affiliate Master Service Agreement - Asia Pacific Region effective on 1 January 2005 among EMAPPL, ETL, and others. ExxonMobil Sales and Sales of Goods Sales of Goods Crude Oil, Products and Supply LLC 3,100 0 Feedstock, and Supply ("EMS&S") Agreement dated 1 October (Subsidiary of Exxon 2000 Mobil Corporation and 100% held indirectly by Exxon Mobil Corporation) Thai Airways Sales of Goods Sales of Goods Aviation Fuel Sales Agreement International Public 8,001 7,442 dated 1 July 2007 between Company Limited ExxonMobil Aviation (Ministry of Finance International Asia Pacific hold 51.03% stake) Business (a division of ExxonMobil Asia Pacific Pte. Ltd. ("EMAIA")) and Thai Airways International Public Company Limited EMAIA agrees to sell the aviation jet fuels, Jet A-1. EMAIA assigned to ETL all rights, benefits, liabilities and obligations under this agreement. ExxonMobil Aviation Receivables Receivables Service agreement dated 1 International Limited 1,066 1,365 March 1999. EMA provides us ("EMA") with service related to account (Subsidiary of Exxon receivables management. Mobil Corporation Hence, account receivables and 100% held incurred between us and our indirectly by Exxon end clients are recorded Mobil Corporation) between us and EMA instead. PTT Public Company Sales of Goods Sales of Goods Transaction relates to our sales Limited ("PTT") 408 11,306 of refined petroleum products (Ministry of Finance to PTT. These transactions hold 52.17% stake) Receivables occurred from time to time 1,677 without any written agreement and might not occur again in the future. The transaction value was based on market prices. (2) Purchase of Goods and Receipt of Services Related Party Related Party Name / Nature of Agreement Transaction Transaction (Please refer to section for the year for the year "Summary of Material Related Company ending on 31 ending on 31 Contracts" and the Company's December 2006 December 2007 effective prospectus for further (Million Baht) (Million Baht) details) ExxonMobil Asia Purchase of Purchase of - Crude Oil, LPG, Products and Pacific Pte. Ltd. Goods Goods Feedstock, and Lube ("EMAPPL") 95,025 88,023 Basestock Supply Agreement dated 28 May 2001 Payables Payables - Downstream Regional 6,997 6,267 Headquarters/Affiliate Master Service Agreement Asia- SG&A SG&A Pacific Region dated 1 561 594 January 2005 - Chemical Regional Headquarters/Affiliate Service Agreement dated 1 January 2003 ExxonMobil Sales and Purchase of Purchase of Crude Oil, Products and Supply LLC Goods Goods Feedstock, and Supply ("EMS&S") 46,745 53,106 Agreement dated 1 October 2000 Payables Payables 1,689 1,736 Standard Tankers Purchase of Purchase of Inter Affiliate Marine Bahamas Limited Goods Goods Transportation Services ("STB") 3,590 3,003 Agreement dated 1 October (Subsidiary of Exxon 2000 Mobil Corporation and 100% held Payables Payables indirectly by Exxon 162 176 Mobil Corporation) PTT Public Company Purchase of Purchase of - Sale of Natural Gas Limited ("PTT") Goods Goods Agreement dated 29 June 723 892 2007 - Sale of Natural Gas Agreement dated 27 February 1999 ExxonMobil Limited SG&A SG&A EML "Bangkok Business ("EML") 860 902 Support Center" Master Service (Subsidiary of Exxon Agreement dated 1 February Mobil Corporation Payables Payables 2003 among EML, ETL and and is held 100% by 91 60 others (e.g., UIDC, IPEL) ExxonMobil International Holding Inc. Thai Petroleum Purchase of Purchase of Throughput Agreement dated Pipeline Co., Ltd. Goods Goods 17 May 1994 ("THAPLINE") (ETL 516 571 hold 21%) ExxonMobil Chemical Purchase of Purchase of - Sale Agreement dated 1 Asia Pacific Goods Goods January 1994. EMCAP agrees ("EMCAP") 369 1,453 to sell chemical product with (Subsidiary of Exxon volume as and agreed from Mobil Corporation SG&A SG&A time to time with reference and 100% held 25 24 to market price indirectly by Exxon - Due to EMCTL business Mobil Corporation) transfer to ETL, agreement has been revised to reflect us and EMCAP to sell petrochemical products ExxonMobil Research SG&A SG&A Standard Research Agreement and Engineering 165 236 dated January 1, 2000 Company ("EMRE") Asia Pacific Payables Payables ("EMCAP") 15 18 (Subsidiary of Exxon Mobil Corporation and 100% held directly by Exxon Mobil Corporation) Ancon Insurance SG&A SG&A - Insurance Policy dated 1 Company, Inc. 123 145 January 2008 for onshore ("Ancon") property (Subsidiary of Exxon - Insurance Policy dated 1 Mobil Corporation January 2008 for third party and 100% held liability indirectly by Exxon - Insurance Policy dated 1 Mobil Corporation) January 2008 for marine cargo - Insurance Policy dated 1 January 2008 for Legal liability arising from the controlling businesses in category 3 under the Oil Fuel Controlling Act B.E. 2542 ExxonMobil Catalyst SG&A SG&A - EM-1000 Catalyst Lease Technologies LLC 75 45 Agreement dated 1 August ("EMCT") 2003 (Subsidiary of Exxon Payables Payables - EM-4600 Catalyst Lease Mobil Corporation 10 11 Agreement dated 1 and 100% held September 2003 indirectly by Exxon - EM-3200R Catalyst Lease Mobil Corporation) Agreement dated 1 November 2003 ExxonMobil Global SG&A SG&A Master Service Agreement Services Company 30 35 dated 1 January 2007 ("EMGSC") (Subsidiary of Exxon Mobil Corporation and 100% held directly by Exxon Mobil Corporation) ExxonMobil Aviation SG&A SG&A EssoAir Service Agreement International Limited 60 61 dated 9 September 1999 ("EMA") ExxonMobil Catalyst SG&A SG&A Service Agreement dated 15 Services Inc. 9 5 December 1995. EMCSI agrees ("EMCSI") to provide consulting services (Subsidiary of Exxon as to the possible design of Mobil Corporation catalyst to meet the and 100% held requirement of ETL directly by Exxon Mobil Corporation) Exxon Mobil SG&A SG&A - Petroleum Retail Products Corporation 4 4 Trademark License (Shareholder with Agreement dated 1 January 87.5% stale in our 1995 Company prior to - Trademark Cost Sharing IPO) Agreement dated 1 December 1999 - Clearinghouse and Service and Agency Agreement dated 1 January 1994, enter into for the purpose of facilitating the efficient settlement and processing of transactions between the participating affiliates United Industry SG&A SG&A - Land Lease Agreement (by Development Co., 88 84 site) between UIDC (Lessor) Ltd. ("UIDC") and ETL (Lessee) to use for (Subsidiary of the constructing the service Company which we stations hold 49% stake) - Condominium Units Lease Agreement dated May 8, 1996 to lease Esso Tower as headquarter Pacesetter SG&A SG&A - Land Lease Agreement Enterprises Co., Ltd. 38 39 (Master Agreement and land ("PSE") lease by site agreement) (Subsidiary of the dated 1 November 1991 to Company which we use for constructing the hold 33% direct service stations stake as well as the rest through UIDC) (3) Loans or Financial Assistances provided to Related Companies Related Party Related Party Name / Nature of Agreement Transaction Transaction (Please refer to section for the year for the year "Summary of Material Related Company ending on 31 ending on 31 Contracts" and the Company's December 2006 December 2007 effective prospectus for further (Million Baht) (Million Baht) details) Thai C-Center Co., Balance Balance Loan and Current Account Ltd. deposited by deposited by Agreement dated December 1, borrower borrower 1999 (Amended on November 458 594 15, 2002). We have a loan commitment to TCC in the Interest Interest maximum amount of Baht 500 expense expense million at the interest rate of 93 101 Minimum Loan Rate (MLR) as announced by Bangkok Bank Public ExxonMobil Limited Loan balance Loan balance Loan and Current Account ("EML") 408 417 Agreement dated 30 September 2002 (as amended). We have a Interest income Interest income loan commitment to EML, as the 26 30 borrower, in the maximum amount of Baht 3,000 million at the interest rate of Minimum Loan Rate (MLR) as announced by Bangkok Bank Public Company Limited ExxonMobil Chemical Balance Balance Loan and Current Account (Thailand) Limited deposited by deposited by Agreement dated 2 March 1998 ("EMCTL") borrower borrower (Amended on November 15, 129 0 2002). We have a loan commitment to EMCTL in the Interest Interest maximum amount of Baht 500 expense expense million at the interest rate of 11 19 Minimum Loan Rate (MLR) as announced by Bangkok Bank Interest income Interest income Public Company Limited. 2 0 Loan facility is terminated due to EMCTL Entire Business *Amount up to Transfer August 31, 2007 which is the date before economic of EMCTL business is transferred to ETL Industry Promotion Balance Balance Loan and Current Account Enterprises Limited deposited by deposited by Agreement dated 2 March 1998 ("IPEL") borrower borrower (as amended). We agree to (Subsidiary of the 9 6 lend IPEL to draw down in the Company which we maximum amount of Baht 500 hold 30% stake) Interest Interest million at the interest rate of expense expense Minimum Loan Rate (MLR) as 1 1 announced by Bangkok Bank Public Company Limited United Industry Loan balance Loan balance Loan Agreement dated 23 Development Co., Ltd. 722 837 December 1994 (as amended). ("UIDC") We agrees to lend UIDC to Interest income Interest income draw down in the maximum 49 54 amount of Baht 5,000 million at the interest rate of Minimum Loan Rate (MLR) as announced (more)