Q1/11 Q1/10(2) +/(-) EBITDA 12,079 3,715 8,364 · downstream product plants had technical problems, particularly the shutdown of Styrene Monomer plant in Singapore that erased Benzene

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Management’s Discussion and Analysis (MD&A) Thai Oil Public Company Limited and subsidiaries

For the First Quarter Year 2011 1. Company and its subsidiaries’ Operating Results Table 1: Summary of Consolidated Financial Result

(Million Baht) Q1/11 Q1/10 +/(-) (2)

Integrated Intake (kbd) 306 273 33

Gross Integrated Margin - excluding stock gain/(loss) (1) 9.7 (US$/bbl) 5.4 4.3

Gross Integrated Margin - including stock gain/(loss) (1) 15.6 (US$/bbl) 5.7 9.9

Sale revenue 111,842 78,957 32,885

EBITDA 12,079 3,715 8,364

Finance costs (543) (424) 119

Net foreign exchange gain 165 740 (575)

Income tax expense (2,808) (451) 2,357

Net profit 7,228 1,977 5,251

Net profit excluding 3,745 stock gain 1,592 2,153

Basic earnings per share (Baht) 3.54 0.97 2.57

Exchange rate (Baht : 1 USD)

Average FX 30.68 33.03 (2.35)

Ending FX 30.43 32.53 (2.10)

Note

(2) The Group adopted TAS 19 - Employee Benefits retrospectively and adjusted 2010 financial statements accordingly.

: (1) Gross Integrated Margin is the integrated gross margin among TOP, TPX and TLB.

Refinery Business Crude and product oil prices in Q1/11 increased from Q1/10, contributed by improved economic

condition and other factors supporting sharp oil price increase including severe winter from late year 2010 through early

year 2011 that boosted demand for heating oil, unrests among oil producing countries that triggered supply shortage fear

and more speculations in oil market. Due to maintenance shutdown by other domestic refineries in Q1/11 and TOP’s

earlier-than-plan maintenance shutdown in Q4/10, TOP had fully utilized up to 106% in Q1/11, equivalent to throughput

of 292,000 barrels per day, to support rising oil demands. As a result, TOP reported net profit for Q1/11 of Baht 4,995

million, jumped by Baht 4,241 million from Q1/10. Excluding stock gain, TOP had net profit of Baht 1,512 million,

increased by Baht 1,143 million from Q1/10.

Aromatics Business In Q1/11, Paraxylene price skyrocketed due to continued supply tight since the beginning of year

2011 after production difficulties of Aromatics plant in Malaysia and unexpected earthquake and tsunami in Japan on

March 11, 2011 which suspended several operations. The fact that Japan is one of major producers and Aromatics

exporters has frightened the market of supply shortage, spiking Paraxylene price. TPX had Aromatics production of 94%,

equivalent to 208,000 tons, gained by 8% from Q1/10. TPX had product to feed margin of 180 US$/ton and reported net

profit of Baht 1,407 million, jumped by Baht 540 million from Q1/10.

Lube Base Oil Production Business Although some base oil plants, which had maintenance shutdown since late year

2010, had restored their operations at the beginning of Q1/11, lube base oil price in Q1/11 improved from Q1/10 as a

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result of regional supply tight. Base oil demand continued to grow following the economic recovery, especially demand

from China. TLB had sales increased by 14% from the same period of prior year and also had more TDAE sales after the

integration of TDAE unit (Treated Distillate Aromatic Extract-TDAE) completed in Q4/10. Due to high margin from TDAE

and higher spread base oil to fuel oil by 194 US$/Ton, TLB had product to feed margin increased to 181 US$/Ton.

Marine Transportation Business TM had registered Thaioil Marine International Pte Ltd. (TOMI) in Singapore, TOMI

entered into a joint venture with Bulk & Energy B.V. (Netherlands), a subsidiary of NYK Line (Japan) which is one of the

biggest shipping companies in the world. The joint venture was named TOP-NYK MarineOne Pte Ltd. (TOP-NYK),

purposely to acquire a Very Large Crude Carrier (VLCC) to provide services to the Company and PTT Group. On March

29, 2011, TOP-NYK was delivered a VLCC named “TENYO”, with 280,000 dead-weight Ton vessel and has started its

commercial operations since March 31, 2011.

In Q1/11, Thaioil Group had gross integrated margin (GIM) of 9.7 US$/bbl, jumped by 4.3 US$/bbl from Q1/10.

As Dubai crude prices ended the quarter up by 19.7 US$/bbl from Q4/10, Thaioil Group’s gross integrated margin,

including stock gain/loss impact, reported at 15.6 US$/bbl. Improved Aromatics and lube base prices as well as overall

supply tightened had also supported GIM back to high level. Thaioil Group had total revenues and EBITDA of Baht

111,842 million and Baht 12,079 million, respectively. After the deduction of operating costs, finance costs and income

tax expense, Thaioil Group had net profit for Q1/11 of Baht 7,228 million, 3.54 Baht per share. Excluding stock gain/loss

impact, Thaioil Group had net profit of Baht 3,745 million, increased by Baht 2,153 million from Q1/10.

2. Market Conditions of Oil, Aromatics and Lube Base Oil

2.1 Oil Market Condition

Table 2: Average Crude Oil Price and Crack Spreads

US$/bbl Q1/11 Q4/10 +/(-)

Q1/10 +/(-)

Crude

Dubai

(1) 100.5 84.3 16.2 75.8 24.7

Dubai Spread

Unleaded gasoline (ULG95)

12.6 10.7 1.9 12.6 0.0

Jet/Kero

20.2 14.3 5.9 9.4 10.8

Gas oil

18.2 13.0 5.2 8.9 9.3

Fuel oil

(8.6) (8.2) (0.4) (3.0) (5.6)

Note:

In Q1/11, crude price remarkably jumped from Q1/10 as crude price continued to improve from Q4/10 supported

by better global economic condition. Moreover, colder-than-average weather during December through January caused

gas oil demand for heating to increase. Later the price was supported by unrests in Middle East and North Africa, starting

from Egypt protest late January that triggered fear of oil transportation through Suez Canal. Then the unrest had

extended to Libya, one of major oil exporters to Europe, by which the fighting between Gaddafi government and anti-

government protesters suspended crude production of over 1.1 million bbl/day (or almost 70% of national production

capacity) and accordingly spiked the crude price. Dubai crude price hit a 2-year high and broke out 100 US$/bbl. In

addition, the protests for change and democracy in that region were spread to other crude producing countries such as

Bahrain, Yemen and Syria and the market feared that the unrest may extend to Saudi Arabia, the biggest OPEC oil

producers. The concerns of future supply tight problem had drawn more speculations in the market. Weaker US Dollar

against other currencies also encouraged more fund flows to oil market.

(1) Average Dubai Crude prices for March 2011 and December 2010 were 108.7 US$/bbl and 89.0 US$/bbl, respectively.

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Nonetheless, the market also had concerns of decreasing oil consumption in the future as a result of expensive

oil price, China’s interest rate hike for inflation control, Euro debt crisis and nuclear crisis in Japan that may prolong

Japan’s economic recovery.

Crack spread to Dubai crude price increased, especially jet and gas oil, driven by colder-than-average weather

that spurred gas oil demand in US and Europe and kerosene demand in North Asia for heating. In addition, the

earthquake and tsunami in Japan also shutdown refiners with 1.4 million bbl/day capacity (or 1/3 of national capacity).

This forced Japan to import more gasoline, gas oil and fuel oil. Regional gasoline market was also tightened due to

several shutdown of gasoline producing units in the region during the beginning of year, supporting the increase of

gasoline spread.

2.2 Aromatics Market Condition

Table 3: Average Prices of Key Aromatics Products

Q1/11 US$/Ton Q4/10 +/(-) Q1/10 +/(-)

Paraxylene 1,630 1,263 367 1,038 592

Benzene 1,146 959 187 967 179

Toluene 1,001 899 102 880 121

Spread with ULG95

Paraxylene 669 456 213 286 383

Benzene 185 152 33 215 (30)

Toluene 40 91 (51) 128 (88)

In Q1/11, Aromatics prices considerably increased from the same period of prior year as a result of high

feedstock cost. In addition, there were several factors continued to support the market. Starting from the beginning of

year 2011, Paraxylene supply was tightened as Aromatics plant in Malaysia faced technical problems and suspended its

operations for over 4 weeks whereas demand from PTA plants increased sharply to stock up before Chinese New Year.

This increased Paraxylene sale volume. Traders also came into the market for speculation during bullish market.

However, the volume dropped and the price also retraced during long Chinese New Year holidays in February. Triggered

by earthquake and tsunami in Northeastern Japan on March 11, 2011, the price was skyrocketed due to intensified fear

of supply shortage as Japan is one of main Aromatics product producing and exporting countries and several Japanese

producers had damages and suspended their operations. The Paraxylene price gained by more than 200 US$/Ton within

only 3 days.

Benzene price had been supported by demands returned from US and Europe region to normalize stock level

after maintaining minimum stock during year end 2010. However, Benzene price had dropped late this quarter as

downstream product plants had technical problems, particularly the shutdown of Styrene Monomer plant in Singapore

that erased Benzene demand in Southeast Asia. The sluggish Styrene Monomer market in China also caused Benzene

market oversupply and the spread Benzene to ULG95 was consequently lower than Q1/10.

Toluene market had fluctuated in line with Paraxylene and Benzene market, but in narrow range. Due to low

demand from China and expensive regional price compared with domestic price, the spread Toluene to ULG95 remained

low and less than the same period of previous year.

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2.3 Lube Base Oil and Bitumen Market Condition Table 4: Average Prices of Key Lube Base Oil Products

US$/Ton Q1/11 Q4/10 +/(-) Q1/10 +/(-)

500SN 1,227 1,088 139 908 319

Bitumen 501 470 31 500 1

Spread with fuel oil

500SN 629 593 36 435 194

Bitumen (97) (25) (72) 27 (124)

Lube base oil price in Q1/11 improved from Q1/10 as a main result of continued regional supply tightened. As

major base oil plants in Indonesia and Taiwan had maintenance shutdown for a long period in 2010, other base oil plants

in the region had delayed their maintenance shutdown to Q1/11. This resulted in supply shortfall in the region even

though the producers in Indonesia and Taiwan had restored their operations. Regional base oil demand continued its

upside as consumer demands increased tracking improved economy led by China which imported significant amount of

base oil in Q1/11 as a reserve for agricultural activities in spring. However, base oil reference price and the spread base

oil to fuel oil in Singapore substantially improved since Chinese New Year holidays. As producers adjusted base oil price

following fuel oil price rally since Q1/11 in order to maintain or improve margin to reflect increased base oil demand, the

spread base oil to fuel oil consequently increased in Q1/11 compared with Q1/10 and Q4/10.

There was no significant change of bitumen price in Q1/11 from Q1/10. The overall bitumen market condition in

Q1/11 had 2 major periods including before and after Chinese New Year. Before Chinese New Year, the bitumen

demand had not yet recovered after New Year holidays and the bitumen price was maintained at the same level of late

year 2010. With higher fuel oil price, the spread bitumen to fuel oil price turned more negative from late year 2010. After

Chinese New Year, bitumen demand had recovered from infrastructure projects led by China. The producers had

adjusted bitumen price tracking fuel oil price. However, as bitumen price recently hit 5-year high, bitumen price was

consequently pressured by the market during late Q1/11 and accordingly bitumen price gained slightly. As a result of

high fuel oil price, the spread bitumen to fuel oil turned negative compared with Q1/10 and more negative from Q4/10.

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3. Summary of Financial Result by Business

Table 5: Financial Result by Business

(Million Baht) Q1/11 Q1/10 +/(-) (4)

Sale revenue

Consolidated 111,842 78,957 32,885

Refinery 107,585 75,702 31,883

Aromatics 16,267 11,950 4,317

Lube base oil 6,749 5,116 1,633

Power generation

- IPT 2,317 1,801 516

- TP 983 949 34

Solvent 2,247 (1) 1,745 502

Marine transportation 245 248 (3)

Ethanol 287 (2) 0 287

Others 14 (3) 5 9

EBITDA

Consolidated 12,079 3,715 8,364

Refinery 8,365 1,526 6,839

Aromatics 2,094 1,242 852

Lube base oil 947 489 458

Power generation

- IPT 264 84 180

- TP 151 166 (15)

Solvent 176 144 32

Marine transportation 81 60 21

Ethanol (8) (2) (6)

Others (1) (1) 0

Net profit/ (loss)

Consolidated 7,228 (5) 1,977 5,251

Refinery 4,995 (5) 754 4,241

Aromatics 1,407 867 540

Lube base oil 617 277 340

Power generation

- IPT 73 (13) 86

- TP 92 79 13

Solvent 84 38 46

Marine transportation 21 10 11

Ethanol (9) (2) (7)

Others (1) (1) 0

Note: (1) Including Thaioil Solvent Co., Ltd., having respective interests in TOP Solvent Co., Ltd., Sak Chaisidhi Co., Ltd. and TOP Solvent (Vietnam) LLC.

(2) Including Thaioil Ethanol Co., Ltd. (TET), having respective interests in Maesod Clean Energy Co., Ltd., and Sapthip Co., Ltd.

(3) Including Thaioil Energy Solutions Co., Ltd. (formerly Thaioil Energy Co., Ltd.).

(4) The Group adopted TAS 19 - Employee Benefits retrospectively and adjusted 2010 financial statements accordingly.

(5) Including stock gain for Q1/11 and Q1/10 of Baht 3,483 million and Baht 385 million, respectively

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3.1 Financial Result of Thai Oil (Refinery Business)

Table 6: Financial Result of Thai Oil

Q1/11 Q1/10 +/(-)

Throughput (%) 106% (1) 94% 12%

Intake (kbd) 292 259 33

Market GRM(2) 6.1 (US$/bbl) 2.7 3.4

Note (1) Throughput (%) calculated based on 275,000 barrels per day

(2) Gross Refining Margin (GRM) excluded stock gain/(loss)

In Q1/11, while other domestic refiners had shutdown, TOP had fully utilized its capacity and had 106%

throughput, equivalent to intake of 292,000 barrels per day after maintenance shutdown in Q4/10, which was earlier than

original plan. Compared with Q1/10, TOP had 12% higher throughput due to a 15-day shutdown of CCR-2 unit for heat

exchanger maintenance (15-29 January 2010). Because of the unrests in oil-producing countries in Middle East and

North Africa, oil prices and crack spreads improved substantially from Q1/10, TOP had gross refinery margin (GRM) of

6.1 US$/bbl, up by 3.4 US$/bbl from Q1/10. As a result of full utilization and oil price rally, TOP reported increased sale

revenue to Baht 107,585 million, up by Baht 31,883 million and had EBITDA of Baht 8,365 million, jumped by 6,839

million. In addition, TOP had foreign exchange gain of Baht 151 million and finance costs of Baht 509 million, increased

by Baht 120 million as in Q2/10 TOP issued debentures of Baht 3,000 million and on March 31, 2011, TOP had

additional borrowings of USD 200 million for working capital. TOP had income tax expense of Baht 2,098 million, jumped

by Baht 1,910 million as a main result of better operating result. Therefore, TOP reported net profit for Q1/11 of Baht

4,995 million, increased by Baht 4,241 million from Q1/10. Excluding stock gain, TOP had net profit of Baht 1,512 million,

Baht 1,143 million better than Q1/10.

3.2 Financial Result of TPX (Aromatics Business)

Table 7: Financial Result of TPX

Q1/11 Q1/10 +/(-)

Aromatics utilization rate (%) 94% 84% 10%

Aromatics production (kTon) 208 193 15

Product to Feed margin(1) 180 (US$/Ton) 120 60

Note: (1) Calculated from gross margin divided by feedstock (Ton)

In Q1/11, TPX had Aromatics utilization rate of 94%, up by 10% from Q1/10, equivalent to Aromatics products

of 208,000 tons, 8% increased from Q1/10. TPX had sale revenue of Baht 16,267 million, jumped by Baht 4,317 million

from Q1/10 as a result of skyrocketing Paraxylene product price, driven by supply tightened since the beginning of year

2011, especially after Japan earthquake and tsunami in March 2011 that caused several producers to suspend its

operations, triggered supply shortage fear and fueling Paraxylene price to shoot up. Having product to feed margin

improved to 180 US$/Ton, TPX had EBITDA of Baht 2,094 million, up by Baht 852 million. TPX had finance costs of Baht

20 million and income tax expense of Baht 401 million. In summary, TPX reported net profit of Baht 1,407 million,

increased by Baht 540 million from Q1/10.

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3.3 Financial Result of TLB (Lube Base Oil Production Business)

Table 8: Financial Result of TLB

Q1/11 Q1/10 +/(-)

Base oil production (%) 98% 92% 6%

Product to feed margin (1) 181 (US$/Ton) 115 66

Note: (1) Calculated from gross margin divided by feedstock (Ton)

In Q1/11, TLB had base oil production of 98% and had sale revenue of Baht 6,749 million, increased from

Q1/10 by Baht 1,633 million due to increasing product prices. In addition, TLB had more product sales, jumped by 14%

from the same period of last year, particularly more TDAE sales after TLB had completely integrated TDAE (Treated

Distillate Aromatic Extract) expansion unit in Q4/10. Moreover, the spread base oil to fuel oil had moved up by 194

US$/Ton from Q1/10. Having more sales of TDAE which is high price product, TLB had product to feed margin improved

by 181 US$/Ton and EBITDA increased to Baht 947 million. Due to increased net profit, TLB had income tax expense of

Baht 242 million, jumped by Baht 123 million from Q1/10. As a consequence, TLB had net profit of Baht 617 million,

increased from Q1/10 by Baht 340 million.

3.4 Financial Result of IPT and TP (Power Generation Business)

Table 9: Financial Result of IPT

Q1/11 Q1/10 +/(-)

Availability rate (%) 84% 65% 19%

In Q1/10, IPT had the availability rate of 84%, jumped by 19% from Q1/10 mainly due to its planned major

overhaul since March 1, 2010 through April 18, 2010. Consequently, IPT had sale revenue for Q1/11 of Baht 2,317

million, up by Baht 516 million and EBITDA of Baht 264 million, increased by Baht 180 million from Q1/10. IPT had

finance costs of Baht 16 million and income tax expense of Baht 31 million. Therefore, IPT reported net profit for Q1/11

of Baht 73 million, compared with net loss of Baht 13 million in Q1/10.

Table 10: Financial Result of TP

Q1/11 Q1/10 +/(-)

Utilization rate (%) 87% 81% 6%

For Q1/11, TP had its utilization rate of 87%, increased by 6% from the same period of previous year. This

resulted in increased electricity and steam sales. TP had sale revenue of Baht 983 million, up by Baht 34 million from the

same period of last year. However, EBITDA decreased to Baht 151 million due to higher gas cost in Q1/11 from prior

year. TP had finance costs of Baht 2 million. As TP was granted a promotional tax privilege from the investment in “Dry

Low Nox” Low Emission Combustion project, TP had income tax expense decreased to Baht 1 million. Thus, TP reported

net profit for Q1/11 of Baht 92 million, up by Baht 13 million from Q1/10.

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3.5 Financial Result of Thaioil Solvent (Solvent Manufacturing and Distribution Business)

Table 11: Financial Result of Thaioil Solvent

Q1/11 Q1/10 +/(-)

Solvent utilization rate (%) 96% 92% 4%

Solvent production (kTon) 21 20 1

Solvent sale volume (kTon) 65 52 13

For Q1/11, Thaioil Solvent (Solvent Manufacturing and Distribution Business) had 96% solvent utilization rate

and solvent sale revenue of Baht 2,247 million, increased from Q1/10 by Baht 502 million as a result of gradual economic

recovery and increasing solvent sales in Vietnam. Thaioil Solvent had EBITDA of Baht 176 million, up by Baht 32 million

from Q1/10. Thaioil Solvent had finance costs of Baht 27 million and foreign exchange loss of Baht 15 million associated

with loan to TOP Solvent (Vietnam) LLC. Therefore, after the deduction of operating costs and finance costs, Thaioil

Solvent had net profit of Baht 84 million, increased from Q1/10 by Baht 46 million.

3.6 Financial Result of TM (Marine Transportation Business)

Table 12: Financial Result of TM

Q1/11 Q1/10 +/(-)

Vessel utilization rate (%) 97% 91% 6%

For Q1/10, TM had service revenue of Baht 245 million, slightly dropped from Q1/10. TM had a 28-day dry-

docking maintenance for “Thaioil 3”, with total cost of Baht 8 million. However, the improved vessel utilization rate in this

quarter resulted in EBITDA of Baht 81 million and net profit of Baht 21 million, jumped by Baht 11 million from the same

period of prior year.

The Extraordinary General Meeting of Shareholders of TM No. 1/2011 held on March 2, 2011 resolved to

approve a share capital increase to Baht 970 million, increased by Baht 340 million, in order to set up a joint venture

between Thaioil Marine International Pte Ltd. (TOMI) fully owned by TM and Bulk & Energy B.V. (Netherlands), a

subsidiary of NYK Line (Japan) which is one of the biggest shipping companies in the world. TOMI and Bulk & Energy

B.V. each has 50% interest, equivalent to USD 9 million or Baht 274 million under name TOP-NYK MarineOne Pte Ltd.

(TOP-NYK), which was registered in Singapore. The purpose of TOP-NYK is to acquire a Very Large Crude Carrier

(VLCC) to provide services to the Company and PTT Group which would partly substitute the present spot chartering.

Moreover, it will serve third party customers within the region. On March 29, 2011, TOP-NYK was delivered a VLCC

named “TENYO”, with 280,000 dead-weight Ton vessel and has started its commercial operations since March 31, 2011.

3.7 Financial Result of TET (Ethanol Business)

For Q1/11, TET had revenue from investment in ethanol business of Baht 287 million as a result of its

investment in Sapthip Co., Ltd. (Sapthip) starting in June 2010. TET had EBITDA of loss Baht 8 million as Sapthip had

higher feedstock cost, triggered by natural disaster. However, TET had share of gain in Maesod Clean Energy Co., Ltd.,

of Baht 17 million and had finance costs of Baht 12 million. Therefore, TET had net loss for Q1/11 of Baht 9 million.

The Extraordinary General Meeting of Shareholders of TET No. 1/2011 held on February 14, 2011, resolved to

approve a share capital increase from Baht 670 million to Baht 1,450 million in order to invest in Ubon Bio Ethanol

Company Limited (UBE) within Baht 749.4 million, equivalent to 21.28% of total registered capital. UBE has cassava-

based ethanol production project with a capacity of 400,000 liters per day or 132 million liters per year, intended mainly

for export to China. The project is currently under construction and expected to be complete in June 2012. The purpose

of this investment is to support long-term investment strategy in alternative energy and to develop ethanol export market.

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4. Analysis of Consolidated Financial Position The financial position of the Company and subsidiaries as of March 31, 2011, compared with December 31,

2010 was summarized as follows:

4.1 Statements of Financial Position Table 13: Condensed Consolidated Statements of Financial Position

(Million Baht) 31 Mar 2011 31 Dec 2010 + / (-) % + / (-)

Assets

Current assets 97,631 74,724 22,907 30.7%

Investments in associates and other long-term investments 1,163 1,131 32 2.8%

Property, plant and equipment 67,145 67,413 (268) (1) (0.4%)

Other non-current assets 3,840 3,880(1) (40) (1.0%)

Total assets 169,779 147,148 22,631 15.4%

Liabilities

Current liabilities 35,955 24,872 11,083 44.6%

Long-term borrowings & debentures (including current portion) 47,906 43,563 4,343 10.0%

Other non-current liabilities 3,181 3,137(1) 44 1.4%

Total liabilities 87,042 71,572 15,470 21.6%

Equity

Total equity attributable to owners of the company 77,267 70,160(1) 7,107 10.1%

Non-controlling interests 5,470 5,416(1) 54 1.0%

Total equity 82,737 75,576 7,161 9.5%

Total liabilities and equity 169,779 147,148 22,631 15.4%

Note: (1) Reclassified to conform to the presentation in the 2011 interim financial statements.

Total Assets

As of March 31, 2011, the Company and subsidiaries had total assets of Baht 169,779 million, increased by

Baht 22,631 million or 15.4% from December 31, 2010 due to the following:

: Current assets increased by Baht 22,907 million or 30.7% as trade accounts receivable increased by Baht

6,873 million, inventories up by Baht 6,009 million, current investments increased by Baht 5,606 million and

receivable from Oil Fuel Fund jumped by Baht 5,015 Baht.

: Property, plant and equipment decreased by Baht 268 million and other non-current assets declined by Baht

40 million.

Total Liabilities

As of March 31, 2011, the Company and subsidiaries had total liabilities of Baht 87,042 million, increased by

Baht 15,470 million or 21.6% from December 31, 2010 due to the following:

: Current liabilities of Baht 35,955 million, increased from December 31, 2010 by Baht 11,083 million as a result

of trade accounts payable jumped by Baht 7,370 million and income tax payable up by Baht 2,768 million.

: Long-term borrowings and debentures of Baht 47,906 million, increased by Baht 4,343 million from December

31, 2010, due to:

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o TOP had additional borrowings of USD 200 million for investment and long-term liquidity enhancement.

o TM had USD-denominated borrowings of USD 20 million, equivalent to Baht 615 million, which was

TOP-NYK MarineOne Pte Ltd. (TOP-NYK) loan for Very Large Crude Carrier (VLCC) acquisition.

o TOP and subsidiaries repaid due borrowings, including Baht denominated of Baht 1,913 million and US

denominated of USD 17 million.

Table 14: Consolidated Long-term Loans

(Million Baht) TOP TPX TP IPT TM TET Total

Debentures - USD denominated 13,493 13,493

- Baht denominated 17,750 17,750

Borrowings - USD denominated 6,087 696 761 615 8,159

- Baht denominated 5,334 1,575 175 915

505 8,504

As of 31 March 2011 42,664 2,271 175 1,676 615 505 47,906

As of 31 December 2010 38,312 2,614 175 1,928 0 535 43,563

+ / (-) 4,352 (343) 0 (252) 615 (30) 4,343 Total Equity

As of March 31, 2011, the Company and subsidiaries had total shareholders’ equity of Baht 82,737 million,

increased from December 31, 2010, by Baht 7,161 million or 9.5% as a result of Q1/11 net profit of Baht 7,291 million.

4.2 Statements of Cash Flows

As of March 31, 2011, the Company and subsidiaries had cash and cash equivalents of Baht 13,512 million. The Company had cash and cash equivalents of Baht 9,524 million. Cash flows by activity are detailed below: Table 15: Cash Flows for Q1/11

(Million Baht) Consolidated Separate

Net cash provided/ (used) by operating activities 3,223 (81)

Net cash used in investing activities (7,363) (7,407)

Net cash provided by financing activities 4,435 6,216

Net increase/ (decrease) in cash and cash equivalents 295 (1,272)

Cash and cash equivalents at beginning of period 13,217 10,796

Cash and cash equivalents at end of period 13,512 9,524

For Q1/11, Cash flows provided by operating activities was Baht 3,223 million, derived from net profit adjusted

to cash receipt from operation of Baht 12,379 million. In addition, there were cash paid of Baht 9,156 million as a result of

changes in working capital. This was caused by inventories increased due to soaring oil prices, and increasing receivable

from Oil Fuel Fund.

Cash flows used in investing activities was Baht 7,363 million. There were cash outflows for current investments

of Baht 5,606 million and additional property, plant and equipment of Baht 1,636 million.

Cash flows provided by financing activities was Baht 4,435 million, primarily consisted of cash receipts from

short-term and long-term loan from financial institutions of Baht 7,354 million, short-term and long-term loan repayments

of Baht 2,628 million, and finance costs paid of Baht 292 million.

Therefore, the Company and subsidiaries had cash and cash equivalents at the end of period of Baht 13,512

million, increased by Baht 295 million.

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4.3 Ratios Table 16: Financial Ratios (Consolidated) for Q1/11

Q1/11 Q4/10 +/(-)

Q1/10 +/(-)

Profitability Ratios

Quality of earnings ratio (%) 11% 8% 3% 5% 6%

Gross profit margin ratio (%) 10% 6% 4% 2% 8%

Net profit margin ratio (%) 6% 4% 2% 2% 4%

Liquidity Ratios

Current ratio (times) 2.5 2.7 (0.2) 2.4 0.1

Quick ratio (times) 1.2 1.2 (0.0) 1.2 0.0

Financial Policy Ratios

Total liability/ Total equity (times) 1.1 0.9 0.2 1.0 0.1

Long term loan/ Total equity (times) 0.6 0.6 0.0 0.6 0.0

Interest coverage ratio (times) 22.3 14.7 7.6 8.8 13.5

Long term loan/ Total capitalization (%) 37% 37% 0% 36% 1%

Net debt to equity ratio (times) 0.3 0.4 (0.1) 0.4 (0.1)

Financial Ratios calculation

Quality of earnings ratio (%) = EBITDA / Sales revenue

Gross profit margin ratio (%) = Gross profit / Sales revenue

Net profit margin ratio (%) = Net profit / Total revenues

Current ratio (times) = Current assets / Current liabilities

Quick ratio (times) = (Cash and cash equivalent + Current investments +

Accounts receivable) / Current liabilities

Total liabilities / Total equity (times) = Total liabilities / Total equity

Long term loan/ Total equity (times) = Long term loan / Total equity

Long term loan = Long term borrowings from financial institutions +

Debentures (including current portion)

Interest coverage ratio (times) = EBITDA/ Interest expenses (Finance costs)

Long term loan/ Total capitalization (%) = Long term loan / Total capitalization

Total capitalization = Long term loan + Total equity

Net debt to equity ratio (times) = Net debt / Total equity

Net debt = Interest bearing debt – Cash and cash equivalent

- Current investments

_______________________________________

Thai Oil Public Company Limited and its Subsidiaries

Interim financial statements

and Review Report of Certified Public Accountant

For the three-month period ended

31 March 2011

Review Report of Certified Public Accountant To the Board of Directors of Thai Oil Public Company Limited I have reviewed the accompanying consolidated and separate statements of financial position as at 31 March 2011, and the related statements of comprehensive income, changes in equity and cash flows for the three-month period then ended of Thai Oil Public Company Limited and its subsidiaries, and of Thai Oil Public Company Limited, respectively. The Company’s management is responsible for the correctness and completeness of information presented in these financial statements. My responsibility is to issue a report on these financial statements based on my reviews. The consolidated and separate statements of comprehensive income, changes in equity and cash flows for the three-month period ended 31 March 2010 of Thai Oil Public Company Limited and its subsidiaries, and of Thai Oil Public Company Limited, respectively, were reviewed by another auditor whose report dated 11 May 2010 stated that nothing had come to his attention that caused him to believe that those financial statements were not presented fairly, in all material respects, in accordance with generally accepted accounting principles. As explained in notes 2 and 3 to the accompanying financial statements, with effect from 1 January 2011 the Company has adopted certain new and revised financial reporting standards. The consolidated and separate financial statements for the three-month period ended 31 March 2010 have been restated accordingly. I have reviewed the adjustments that were applied to the restatement of those financial statements and, based on my review, nothing has come to my attention to indicate that those adjustments are not appropriate and properly applied. I conducted my reviews in accordance with the auditing standard on review engagements. This Standard requires that I plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit in accordance with generally accepted auditing standards. I have not performed an audit and, accordingly, I do not express an audit opinion on the reviewed financial statements. Based on my reviews, nothing has come to my attention that causes me to believe that the financial statements referred to above are not presented fairly, in all material respects, in accordance with generally accepted accounting principles.

2

The consolidated and separate financial statements for the year ended 31 December 2010 of Thai Oil Public Company Limited and its subsidiaries, and of Thai Oil Public Company Limited, respectively, were audited by another auditor who expressed an unqualified opinion on those financial statements in his report dated 21 February 2011. As explained in notes 2 and 3 to the accompanying financial statements, with effect from 1 January 2011 the Company has adopted certain new and revised financial reporting standards. The consolidated and separate financial statements for the year ended 31 December 2010 have been restated accordingly. I have audited the adjustments that were applied to the restatement of those financial statements and in my opinion those adjustments are appropriate and have been properly applied. The consolidated and separate statements of financial position as at 31 December 2010, which are included in the accompanying financial statements for comparative purposes, are components of those restated financial statements. (Winid Silamongkol) Certified Public Accountant Registration No. 3378 KPMG Phoomchai Audit Ltd. Bangkok 11 May 2011

3

Thai Oil Public Company Limited and its SubsidiariesStatements of financial position

As at 31 March 2011 and 31 December 2010

Assets Note 31 March 31 December 31 March 31 December

2011 2010 2011 2010

(Unaudited) (Restated) (Unaudited) (Restated)

Current assets

Cash and cash equivalents 13,511,912 13,216,886 9,524,318 10,796,419

Current investments 6,424,152 817,660 6,030,000 -

Trade accounts receivable 5, 6 26,003,017 19,130,256 24,421,984 17,879,579

Short-term loans to related parties 5 - - 4,586,500 4,596,500

Inventories 5 39,004,235 32,994,881 34,585,171 28,225,633

Prepaid corporate income tax 234,285 232,322 208,650 208,650

Value added tax receivable 5,794,445 5,613,817 5,209,352 5,042,935

Receivable from Oil Fuel Fund 5,364,066 349,507 5,364,066 349,507

Other current assets 5 1,295,243 2,368,364 807,936 1,049,474

Total current assets 97,631,355 74,723,693 90,737,977 68,148,697

Non-current assets

Investments in subsidiaries 7 - - 9,883,387 8,763,387

Investments in associates 8 153,994 129,844 30,000 30,000

Other long-term investments 1,008,825 1,001,036 999,488 1,001,036

Investment properties 82,382 82,382 643,385 643,385

Property, plant and equipment 67,144,717 67,413,009 30,799,779 31,539,729

Intangible assets 1,457,919 1,472,050 333,761 277,764

Deferred tax assets 786,734 779,565 734,718 728,584

Other non-current assets 1,513,176 1,546,294 1,172,797 1,189,363

Total non-current assets 72,147,747 72,424,180 44,597,315 44,173,248

Total assets 169,779,102 147,147,873 135,335,292 112,321,945

Consolidated

financial statements

(in thousand Baht)

financial statements

Separate



Liabilities and equity Note 31 March 31 December 31 March 31 December

2011 2010 2011 2010


Current liabilities

Short-term borrowings from

financial institutions 935,000 460,000 - 200,000

Trade accounts payable 5, 9 26,354,152 18,983,699 27,895,019 19,423,801

Short-term borrowings from

related parties 5 - - 5,402,961 2,997,518

Current portion of long-term borrowings

from financial institutions 2,603,122 2,501,758 592,700 592,700

Excise duty payable 1,417,776 1,030,467 1,417,776 1,030,467

Income tax payable 4,917,246 2,149,559 3,577,399 1,495,780

Other current liabilities 5 2,330,762 2,248,397 1,742,185 1,246,795

Total current liabilities 38,558,058 27,373,880 40,628,040 26,987,061

Non-current liabilities

Long-term borrowings from

financial institutions 14,059,725 9,880,474 10,828,560 6,537,950

Debentures 31,242,858 31,181,142 31,242,858 31,181,142

Deferred tax liabilities 1,176,162 1,171,263 1,154,823 1,150,316

Employee benefit obligations 10 1,908,658 1,867,556 1,793,810 1,756,159

Other non-current liabilities 96,594 97,410 223,749 239,726

Total non-current liabilities 48,483,997 44,197,845 45,243,800 40,865,293

Total liabilities 87,042,055 71,571,725 85,871,840 67,852,354

financial statements financial statements

Consolidated Separate

(in thousand Baht)



Liabilities and equity Note 31 March 31 December 31 March 31 December

2011 2010 2011 2010


Equity

Share capital

Authorised share capital 20,400,279 20,400,279 20,400,279 20,400,279

Issued and paid-up share capital 20,400,279 20,400,279 20,400,279 20,400,279

Additional paid-in capital

Premium on ordinary shares 2,456,261 2,456,261 2,456,261 2,456,261

Other components of equity (232,405) (111,527) (32,452) (30,904)

Retained earnings

Appropriated

Legal reserve 2,040,028 2,040,028 2,040,028 2,040,028

Other 244,500 244,500 244,500 244,500

Unappropriated 52,358,836 45,130,708 24,354,836 19,359,427

Equity attributable to owners

of the Company 77,267,499 70,160,249 49,463,452 44,469,591

Non-controlling interests 5,469,548 5,415,899 - -

Total equity 82,737,047 75,576,148 49,463,452 44,469,591

Total liabilities and equity 169,779,102 147,147,873 135,335,292 112,321,945



(in thousand Baht)

Thai Oil Public Company Limited and its SubsidiariesStatements of comprehensive income

For the three-month periods ended 31 M arch 2011 an d 2010 ( Unaudited)

Note 2011 2010 2011 2010

(Restated) (Restated)

Revenues

Revenue from sale of goods and

rendering of services 5 111,841,942 78,956,701 107,584,865 75,702,108

Net derivative gain on hedging - 147,653 - 97,496

Net foreign exchange gain 164,499 739,826 150,951 695,473

Other income 5 518,172 487,335 775,473 708,124

Total revenues 112,524,613 80,331,515 108,511,289 77,203,201

Expenses

Cost of sale of goods and rendering

of services 5 101,089,984 77,016,317 100,298,025 75,494,841

Selling expenses 63,066 57,645 83,934 139,037

Administrative expenses 5 422,195 351,077 290,931 238,489

Net derivative loss on hedging 332,124 - 236,152 -

Total expenses 101,907,369 77,425,039 100,909,042 75,872,367

Share of (profit) loss of associates 8 (24,150) 16,655 - -

Profit before finance costs and

income tax expense 10,641,394 2,889,821 7,602,247 1,330,834

Finance costs 5 542,801 423,568 508,647 388,421

Profit before income tax expense 10,098,593 2,466,253 7,093,600 942,413

Income tax expense 2,807,863 451,429 2,098,191 188,190

Profit for the period 7,290,730 2,014,824 4,995,409 754,223

Other comprehensive lossNet change in fair value of available-for-sale investments (1,924) (1,868) (1,548) (1,868) Foreign currency translation differences (119,142) (91,737) - -

Other comprehensive loss for the period, net of income tax (121,066) (93,605) (1,548) (1,868)

Total comprehensive income for the period 7,169,664 1,921,219 4,993,861 752,355

Profit for the period attributable to:

Owners of the Company 7,228,128 1,977,130 4,995,409 754,223

Non-controlling interests 62,602 37,694 - -



(in thousand Baht)


Thai Oil Public Company Limited and its SubsidiariesStatements of comprehensive income


Note 2011 2010 2011 2010


Owners of the Company 7,107,250 1,883,525 4,993,861 752,355

Non-controlling interests 62,414 37,694 - -7,169,664 1,921,219 4,993,861 752,355

Basic earnings per share (Baht) 12 3.54 0.97 2.45 0.37

Total comprehensive income for the period

Total comprehensive income attributable to:



(in thousand Baht)

Thai Oil Public Company Limited and its SubsidiariesStatements of changes in equityFor the three-month periods ended 31 M arch 2011 an d 2010 ( Unaudited)

Fair value Equity

Issued and changes in Currency attributable to Non-

paid-up Premium on available-for-sale translation Legal owners of controlling Total

Note share capital ordinary shares investments differences reserve Other Unappropriated the Company interests equity

Balance at 1 January 2010 - as reported 20,400,279 2,456,261 (19,605) (4,575) 2,040,028 244,500 41,671,654 66,788,542 4,898,333 71,686,875

Impact of changes in accounting policies 3 (g) - - - - - - (1,215,377) (1,215,377) (3,853) (1,219,230)

Balance at 1 January 2010 - restated 20,400,279 2,456,261 (19,605) (4,575) 2,040,028 244,500 40,456,277 65,573,165 4,894,480 70,467,645

Comprehensive income (loss) for the period

Profit for the period - - - - - - 1,977,130 1,977,130 37,694 2,014,824

Other comprehensive loss - - (1,868) (91,737) - - - (93,605) - (93,605)

Total comprehensive income (loss) for the period - - (1,868) (91,737) - - 1,977,130 1,883,525 37,694 1,921,219

Balance at 31 March 2010 20,400,279 2,456,261 (21,473) (96,312) 2,040,028 244,500 42,433,407 67,456,690 4,932,174 72,388,864

Balance at 1 January 2011 - as reported 20,400,279 2,456,261 (30,716) (80,811) 2,040,028 244,500 46,387,684 71,417,225 5,420,349 76,837,574

Impact of changes in accounting policies 3(g) - - - - - - (1,256,976) (1,256,976) (4,450) (1,261,426)

Balance at 1 January 2011 - restated 20,400,279 2,456,261 (30,716) (80,811) 2,040,028 244,500 45,130,708 70,160,249 5,415,899 75,576,148

Dividend - - - - - - - - (8,765) (8,765)


Profit for the period - - - - - - 7,228,128 7,228,128 62,602 7,290,730

Other comprehensive loss - - (1,736) (119,142) - - - (120,878) (188) (121,066)

Total comprehensive income (loss) for the period - - (1,736) (119,142) - - 7,228,128 7,107,250 62,414 7,169,664

Balance at 31 March 2011 20,400,279 2,456,261 (32,452) (199,953) 2,040,028 244,500 52,358,836 77,267,499 5,469,548 82,737,047

Consolidated financial statements

Retained earnings

(in thousand Baht)

Other components of equity

Thai Oil Public Company Limited and its SubsidiariesStatements of changes in equity For the three-month periods ended 31 M arch 2011 an d 2010 ( Unaudited)

Other components of

equity

Fair value

Issued and changes in

paid-up Premium on available-for-sale Legal Total

Note share capital ordinary shares investments reserve Other Unappropriated equity

Balance at 1 January 2010 - as reported 20,400,279 2,456,261 (19,605) 2,040,028 244,500 17,356,122 42,477,585

Impact of changes in accounting policies 3 (g) - - - - - (1,149,321) (1,149,321)

Balance at 1 January 2010 - restated 20,400,279 2,456,261 (19,605) 2,040,028 244,500 16,206,801 41,328,264


Profit for the period - - - - - 754,223 754,223

Other comprehensive loss - - (1,868) - - - (1,868)

Total comprehensive income (loss) for the period - - (1,868) - - 754,223 752,355

Balance at 31 March 2010 20,400,279 2,456,261 (21,473) 2,040,028 244,500 16,961,024 42,080,619

Balance at 1 January 2011 - as reported 20,400,279 2,456,261 (30,904) 2,040,028 244,500 20,542,875 45,653,039

Impact of changes in accounting policies 3(g) - - - - - (1,183,448) (1,183,448)

Balance at 1 January 2011 - restated 20,400,279 2,456,261 (30,904) 2,040,028 244,500 19,359,427 44,469,591


Profit for the period - - - - - 4,995,409 4,995,409

Other comprehensive loss - - (1,548) - - - (1,548)

Total comprehensive income (loss) for the period - - (1,548) - - 4,995,409 4,993,861

Balance at 31 March 2011 20,400,279 2,456,261 (32,452) 2,040,028 244,500 24,354,836 49,463,452

(in thousand Baht)

Separate financial statements

Retained earnings

Thai Oil Public Company Limited and its SubsidiariesStatements of cash flows

Note 2011 2010 2011 2010


Cash flows from operating activities


Adjustments for

Depreciation and amortisation 1,681,492 1,625,338 1,010,910 999,602

Finance costs 542,801 423,568 508,647 388,421

Unrealised loss (gain) on foreign exchange 83,074 (567,598) 67,755 (491,405)

Share of (profit) loss of associates 8 (24,150) 16,655 - -

Loss (gain) on disposal of property, plant

and equipment 91 (20) - -

Realisation of deferred land lease and

other income (2,624) (2,437) (27,670) (25,605)

Income tax expense 2,807,863 451,429 2,098,191 188,190

12,379,277 3,961,759 8,653,242 1,813,426

Changes in operating assets and liabilities

Trade accounts receivable (6,879,278) (1,789,957) (6,543,342) (2,895,429)

Inventories (6,009,355) (1,265,364) (6,359,538) (733,538)

Other current assets (4,165,437) (176,833) (4,985,003) (269,723)

Other non-current assets 10,209 32,828 11,397 (19,041)

Trade accounts payable 7,330,410 4,946,481 8,473,254 6,227,169

Excise duty payable 387,309 240,312 387,309 240,312

Other current liabilities 173,930 46,154 262,619 41,175

Other non-current liabilities 40,965 63,750 37,651 85,733

Income tax received 429 - - -

Income tax paid (45,144) (38,545) (18,199) (9,124)

Net cash provided by (used in) operating

activities 3,223,315 6,020,585 (80,610) 4,480,960

(in thousand Baht)





Note 2011 2010 2011 2010


Cash flows from investing activities

(Purchase) sale of current investments (5,606,492) 211,215 (6,030,000) -

Cash outflow on short-term loans to

related parties 5 - - (10,000) (150,000)

Cash inflow on short-term loans to

related parties 5 - - 20,000 50,000

Cash outflow on investment in subsidiaries 7 - - (1,120,000) -

Cash inflow on long-term loans to savings

co-operative of employees 2,972 1,346 2,972 1,346

Purchase of property, plant and equipment (1,635,973) (261,933) (196,599) (123,542)

Sale of property, plant and equipment 22 20 - -

Purchase of intangible assets (73,570) (5,705) (73,520) (4,983)

Currency translation differences (49,698) (77,117) - -

Net cash used in investing activities (7,362,739) (132,174) (7,407,147) (227,179)

Cash flows from financing activities

Finance costs paid (291,577) (207,589) (257,437) (171,974)

Proceeds from short-term borrowings from

financial institutions 675,000 - - -

Repayment of short-term borrowings from

financial institutions (200,000) (1,300,000) (200,000) (1,300,000)

Proceeds from short-term borrowings from

related parties 5 - - 2,405,443 1,138,849

Repayment of long-term borrowings from

financial institutions (2,427,996) (656,361) (1,796,350) -

Proceeds from long-term borrowings from

financial institutions 6,679,023 - 6,064,000 -

Net cash provided by (used in) financing

activities 4,434,450 (2,163,950) 6,215,656 (333,125)




(in thousand Baht)


Note 2011 2010 2011 2010


Net increase (decrease) in cash and

cash equivalents 295,026 3,724,461 (1,272,101) 3,920,656

Cash and cash equivalents at beginning of period 13,216,886 8,618,115 10,796,419 5,675,290

Cash and cash equivalents at end of period 13,511,912 12,342,576 9,524,318 9,595,946

Non-cash transaction

Payables on purchase of property, plant

and equipment 105,782 142,590 40,270 102,281


(in thousand Baht)



Thai Oil Public Company Limited and its Subsidiaries Notes to the interim financial statements For the three-month period ended 31 March 2011 (Unaudited)

13

Note Contents 1 General information 2 Basis of preparation of the interim financial statements 3 Changes in accounting policies

4 Acquisitions of subsidiary and joint venture 5 Related party transactions and balances 6 Trade accounts receivable 7 Investments in subsidiaries 8 Investments in associates 9 Trade accounts payable 10 Employee benefit obligations 11 Segment information 12 Basic earnings per share 13 Others 14 Commitments with non-related parties 15 Contingent liabilities and contingent assets 16 Event after the reporting period 17 Thai Financial Reporting Standards (TFRS) not yet adopted 18 Reclassification of accounts


14

These notes form an integral part of the interim financial statements. The interim financial statements were authorised for issue by the Board of Directors on 11 May 2011.

1 General information Thai Oil Public Company Limited, the “Company”, is incorporated in Thailand and has its registered offices and refinery plant as follows: Head office : 555/1 Energy Complex Building A, 11th

Floor, Vibhavadi Rangsit

Road, Kwang Chatuchak, Khet Chatuchak, Bangkok 10900, Thailand Sriracha office and refinery plant : 42/1 Moo 1, Sukhumvit Road Km. 124, Tambol Tungsukla, Amphur Sriracha, Cholburi 20230, Thailand The Company was listed on the Stock Exchange of Thailand on 26 October 2004. The Company is an entity in the PTT Public Company Limited (“PTT”) group of companies. PTT is incorporated in Thailand and is the major shareholder of the Company and owned 49.1% of the Company’s issued and paid-up share capital as at 31 March 2011 (31 December 2010: 49.1%). The principal businesses of the Company are oil refining and distributions. Details of the Company’s direct and indirect subsidiaries as at 31 March 2011 and 31 December 2010 were as follows:

Country of Ownership interest Name of the entity Type of business incorporation (%)

31 March 31 December 2011 2010 Direct subsidiaries Thai Paraxylene Co., Ltd. Paraxylene manufacturing Thailand 99.99 99.99 Thai Lube Base Public Lube base oil Company Limited refining and distribution Thailand 99.99 99.99 Thaioil Marine Co., Ltd. Providing marine transportation services for petroleum and liquid chemical products Thailand 99.99 99.99 Thaioil Energy Solutions Power generation Co., Ltd. and providing of energy-related consulting services Thailand 99.99 99.99 Thaioil Solvent Co., Ltd. Investment in solvent and petrochemical businesses Thailand 99.99 99.99 Thaioil Ethanol Co., Ltd. Investment in ethanol business and alternative energy products Thailand 99.99 99.99


15

Country of Ownership interest Name of the entity Type of business incorporation (%)

31 March 31 December 2011 2010 Thaioil Power Co., Ltd. Power and steam generation Thailand 54.99 54.99 Indirect subsidiaries TOP Solvent Co., Ltd. Distribution of solvent and petrochemical products Thailand 99.99 99.99 Independent Power Power generation Thailand 80.00* 80.00* (Thailand) Co., Ltd. Sak Chaisidhi Co., Ltd. Solvent and petrochemical products manufacturing and distribution Thailand 80.52 80.52 TOP Solvent (Vietnam) Distribution of LLC. solvent and petrochemical products Vietnam 100.00 100.00 Sapthip Co., Ltd. Ethanol products manufacturing and distribution Thailand 50.00 50.00 Thaioil Marine Investment in marine International Pte. Ltd. transportation for crude oil and petroleum product business Singapore 100.00 - TOP-NYK MarineOne Providing marine Pte. Ltd. transportation for crude oil Singapore 50.00 - * The Company and a subsidiary (Thaioil Power Co., Ltd.) hold a 24% and 56% interest in

Independent Power (Thailand) Co., Ltd. respectively.

2 Basis of preparation of the interim financial statements (a) Statement of compliance

The interim financial statements issued for Thai reporting purposes are prepared in the Thai language. This English translation of the interim financial statements has been prepared for the convenience of readers not conversant with the Thai language. The interim financial statements are prepared on a condensed basis in accordance with Thai Accounting Standard No. 34 (revised 2009) Interim Financial Reporting; guidelines promulgated by the Federation of Accounting Professions (FAP); applicable rules and regulations of the Thai Securities and Exchange Commission; and with generally accepted accounting principles in Thailand.


16

The interim financial statements are prepared to provide an update on the financial statements for the year ended 31 December 2010. They do not include all of the financial information required for full annual financial statements but focus on new activities, events and circumstances to avoid repetition of information previously reported. Accordingly, these interim financial statements should be read in conjunction with the financial statements for the year ended 31 December 2010. During 2010, the FAP issued the following new and revised Thai Financial Reporting Standards (TFRS) relevant to the Group’s operations and effective for accounting periods beginning on or after 1 January 2011: TFRS Topic TAS 1 (revised 2009) Presentation of Financial Statements

TAS 2 (revised 2009) Inventories

TAS 7 (revised 2009) Statement of Cash Flows

TAS 8 (revised 2009) Accounting Policies, Changes in Accounting Estimates and Errors

TAS 10 (revised 2009) Events after the Reporting Period

TAS 11 (revised 2009) Construction Contracts

TAS 16 (revised 2009) Property, Plant and Equipment

TAS 17 (revised 2009) Leases

TAS 18 (revised 2009) Revenue

TAS 19 Employee Benefits

TAS 23 (revised 2009) Borrowing Costs

TAS 24 (revised 2009) Related Party Disclosures

TAS 27 (revised 2009) Consolidated and Separate Financial Statements

TAS 28 (revised 2009) Investments in Associates

TAS 31 (revised 2009) Interests in Joint Ventures

TAS 33 (revised 2009) Earnings per Share

TAS 34 (revised 2009) Interim Financial Reporting

TAS 36 (revised 2009) Impairment of Assets

TAS 37 (revised 2009) Provisions, Contingent Liabilities and Contingent Assets

TAS 38 (revised 2009) Intangible Assets


17

TFRS Topic TAS 40 (revised 2009) Investment Property

TFRS 2 Share-based Payment

TFRS 3 (revised 2009) Business Combinations

TFRS 5 (revised 2009) Non-current Assets Held for Sale and Discontinued Operations

The adoption of these new and revised TFRS has resulted in changes in the Group’s accounting policies. The effects of these changes are disclosed in note 3. In addition to the above new and revised TFRS, the FAP has issued during 2010 a number of other TFRS which are expected to be effective for financial statements beginning on or after 1 January 2013 and have not been adopted in the preparation of these interim financial statements. These new and revised TFRS are disclosed in note 17.

(b) Presentation currency The interim financial statements are prepared and presented in Thai Baht. All financial information presented in Thai Baht has been rounded to the nearest million unless otherwise stated.

(c) Use of estimates and judgements

The preparation of interim financial statements in conformity with TFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Except as disclosed below, in preparing these interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the financial statements for the year ended 31 December 2010. These changes estimation principally derive from the adoption of new and revised TFRS from 1 January 2011 and are included in the following note to the financial statements :

Note 10 Discount rate, salary increase rate, employee turnover rate and mortality rate Significant accounting policies and methods of computation applied in the interim financial statements for the three-month period ended 31 March 2011 are consistent with those applied in the financial statements for the year ended 31 December 2010. Except the changes in accounting policies are disclosed in note 3.


18

3 Changes in accounting policies

(a) Overview

From 1 January 2011, consequent to the adoption of new and revised TFRS as set out in note 2, the Group has changed its accounting policies in the following areas:

• Presentation of financial statements • Accounting for business combinations • Accounting for property, plant and equipment • Accounting for investment properties • Accounting for borrowing costs • Accounting for employee benefits

The major impact of these policy changes is in presentation aspects. There is no significant impact on reported profit or earnings per share except for accounting for employee benefits which is disclosed in note 3(g).

Details of the new accounting policies for the Group is summarised in notes 3(b) to 3(g) below.

(b) Presentation of financial statements The Group has applied TAS 1 (revised 2009) Presentation of Financial Statements. Under the revised standard, a set of financial statements comprises: • Statement of financial position; • Statement of comprehensive income; • Statement of changes in equity; • Statement of cash flows; and • Notes to the financial statements. As a result, the Group presents all owner changes in equity in the statement of changes in equity and all non-owner changes in equity in the statement of comprehensive income. Comparative information has been re-presented so that it also is in conformity with the revised standard.

(c) Accounting for business combinations

The Group has adopted TFRS 3 (revised 2009) Business Combinations and TAS 27 (revised 2009) Consolidated and Separate Financial Statements for all business combinations on or after 1 January 2011. The new policy has been applied prospectively from 1 January 2011 in accordance with the transitional provisions of the revised standards. Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.


19

Acquisitions on or after 1 January 2011 For acquisitions on or after 1 January 2011, the Group measures goodwill at the acquisition date as: • the fair value of the consideration transferred; plus • the recognized amount of any non-controlling interests in the acquiree; plus

if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less

• the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

When the excess is negative, a bargain purchase gain is recognized immediately in profit or loss.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is recognized at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognized in profit or loss.

Acquisitions between 1 January 2008 and 31 December 2010

For acquisitions between 1 January 2008 and 31 December 2010, goodwill represented the excess of the cost of the acquisition over the Group’s interest in the recognized amount (generally fair value) of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess was negative, a bargain purchase gain was recognized immediately in profit or loss. Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurred in connection with business combinations were capitalized as part of the cost of the acquisition.

Acquisitions prior to 1 January 2008 For acquisitions prior to 1 January 2008, goodwill was measured in the same way as described in the preceding paragraph. However, both positive and negative goodwill were amortised over their estimated useful life of 20 years. On 1 January 2008, on adoption of the former TAS 43 (revised 2007), the Group discontinued amortising goodwill. Negative goodwill carried in the financial statements as at 31 December 2007 was derecognized by crediting unappropriated retained earnings on 1 January 2008.


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(d) Accounting for property, plant and equipment

The Group has applied TAS 16 (revised 2009) Property, Plant and Equipment in determining and accounting for the cost and depreciable amount of property, plant and equipment. The principal changes introduced by the revised TAS 16 and affecting the Group are that (i) costs of asset dismantlement, removal and restoration have to be included as asset costs

and subject to annual depreciation;

(ii) the depreciation charge has to be determined separately for each significant part of an asset; and

(iii) in determining the depreciable amount, the residual value of an item of property, plant and

equipment has to be measured at the amount estimated receivable currently for the asset if the asset were already of the age and in the condition expected at the end of its useful life. Furthermore, the residual value and useful life of an asset have to be reviewed at least at each financial year-end.

The changes have been applied prospectively in accordance with the transitional provisions of the revised standard, except that consideration of the costs of asset dismantlement, removal and restoration, have been applied retrospectively.

(e) Accounting for investment properties

The Group has applied TAS 40 (revised 2009) Investment Property. Under the revised TAS, investment property, defined as property owned to earn rentals; capital appreciation; or both, is disclosed in the financial statements separately from other property, plant and equipment. The Group has selected the cost model for accounting for its investment properties under the revised standard. The change in accounting policy has been applied retrospectively and the financial statements for the three-month period ended 31 March 2010, which are included in the Group’s 2011 interim financial statements for comparative purposes, have been adjusted to reclassify investment properties from ‘Property, plant and equipment’ to a separate account, ‘Investment property’. The cost and accumulated depreciation as at 1 January 2010, 31 March 2010 and 31 December 2010 of the Group’s investment property previously included in property, plant and equipment, have been reclassified to a separate account, ‘Investment property’. Apart from this reclassification, the change in policy has no material impact on the 2010 financial statements.


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(f) Accounting for borrowing costs

The Group has adopted TAS 23 (revised 2009) Borrowing Costs.

Under the revised standard, borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset. Under the former standard, there was also an option to expense borrowing costs on qualifying assets when incurred. It was the Group’s policy under the former TAS 23 to capitalise borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset. Consequently the adoption of the revised standard has had no impact on reported profit or earnings per share.

(g) Accounting for employee benefits

The Group has applied TAS 19 Employee Benefits. Under the new policy, the Group’s obligations in respect of post-employment benefits under defined benefit plans and other long-term employee benefits recognised in the financial statements based on calculations performed by a qualified actuary using the projected unit credit method. Previously, this obligation was recognised as and when payments were made except provision for gratuity fund plan was accrued as the benefit formula assuming all employees are terminated at the reporting date. The change in accounting policy has been applied retrospectively and the Group’s 2010 financial statements, which are included in the Group’s 2011 financial statements for comparative purposes, have been restated accordingly. The impact on the 2010 financial statements was as follows:

Consolidated financial statements Separate financial statements

31 December 2010 and

1 January 2011

31 December 2009 and

1 January 2010

31 December 2011 and 1 January

2010

31 December 2011 and 1 January

2010 (in million Baht)

Statement of financial

position

Increase in employee benefit obligations (1,802) (1,752) (1,691) (1,652) Increase in deferred tax asset 541 533 508 503 Decrease in non-controlling interest 4 4 - - Decrease in retained

earnings (1,257) (1,215) (1,183) (1,149)

Consolidated Separate financial statements financial statements (in million Baht) Statement of comprehensive income for the three-month period ended 31 March 2010 Increase in employee expenses resulting in:

Increase in cost of sales (18) (16) Increase in administrative expenses (2) -

Decrease in profit before income tax (20) (16) Increase in deferred tax expense (9) (11) Decrease in profit (29) (27)

Decrease in earnings per share - Basic earnings per share (in Baht) (0.01) (0.01)


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4 Acquisitions of subsidiary and joint venture Subsidiary On 21 March 2011, a direct subsidiary (Thaioil Marine Co., Ltd.) acquired an investment in a wholly-owned subsidiary, has been named Thaioil Marine International Pte. Ltd.,which is incorporated in Singapore. The company has a share capital of 9 million ordinary shares with a par value of US. Dollar 1 each totalling US. Dollar 9 million. Joint venture On 24 March 2011, an indirect subsidiary (Thaioil Marine International Pte. Ltd.) acquired an investment in a joint venture , has been named TOP-NYK MarineOne Pte. Ltd.,which is incorporated in Singapore. The investment is jointly set up between Thaioil Marine International Pte. Ltd. and Bulk & Energy B.V. each party holding 50% of total registered capital. The company has a share capital of 18 million ordinary shares with a par value of US. Dollar 1 each, totaling US. Dollar 18 million.

5 Related party transactions and balances

Related parties are those parties linked to the Group as shareholders or by common shareholders or directors. Transactions with related parties are conducted at prices based on market prices or, where no market price exists, at contractually agreed prices. Relationships with related parties that control or jointly control the Group or are being controlled or jointly controlled by the Group or have transactions with the Group are as follows: Country of

Name of entities incorporation Nature of relationships PTT Public Company Limited Thailand Major shareholder Thai Paraxylene Co., Ltd. Thailand Subsidiary and/or common directors Thai Lube Base Public Company Limited Thailand Subsidiary and/or common directors Thaioil Marine Co., Ltd. Thailand Subsidiary and/or common directors Thaioil Energy Solutions Co., Ltd. Thailand Subsidiary and/or common directors Thaioil Solvent Co., Ltd. Thailand Subsidiary and/or common directors Thaioil Ethanol Co., Ltd. Thailand Subsidiary and/or common directors Thaioil Power Co., Ltd. Thailand Subsidiary and/or common directors TOP Solvent Co., Ltd. Thailand Indirect subsidiary and/or common directors Independent Power (Thailand) Co., Ltd. Thailand Indirect subsidiary and/or common directors Sak Chaisidhi Co., Ltd. Thailand Indirect subsidiary and/or common directors TOP Solvent (Vietnam) LLC. Vietnam Indirect subsidiary and/or common directors Sapthip Co., Ltd. Thailand Indirect subsidiary and/or common directors Thaioil Marine International Pte. Ltd. Singapore Indirect subsidiary and/or common directors TOP-NYK MarineOne Pte. Ltd. Singapore Joint venture of indirect subsidiary PTT ICT Solutions Co., Ltd. Thailand Associate and/or common directors Maesod Clean Energy Co., Ltd. Thailand Indirect associate and/or common directors PTT International Trading Pte. Ltd. Singapore Subsidiary of major shareholder Star Petroleum Refining Co., Ltd. Thailand Associate of major shareholder IRPC Public Company Limited Thailand Associate of major shareholder


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Country of Name of entities incorporation Nature of relationships

PTT Aromatics and Refining Public Company Limited Thailand Associate of major shareholder Bangchak Petroleum Public Company Limited Thailand Associate of major shareholder PTT Chemical Public Company Limited Thailand Associate of major shareholder PTT Phenol Co., Ltd. Thailand Associate of major shareholder Thai Petroleum Pipeline Co., Ltd. Thailand Related company and/or common directors The pricing policies for particular types of transactions are explained further below:

Transactions Pricing policies Revenue from sale of goods and rendering of services, lease income, purchase of goods and assets Market prices or, where no market price exists, at contractually agreed prices Interest income and expense Agreed rates stipulated in the agreements Other income and expenses Contractually agreed prices Directors’ remuneration Amounts approved by the Group’s shareholders Significant transactions for the three-month periods ended 31 March 2011 and 2010 with related parties were as follows: Consolidated Separate financial statements financial statements 2011 2010 2011 2010 (in million Baht) Major shareholder Revenue from sale of goods and rendering of services 53,318 44,322 51,778 42,553 Purchase of crude oil and feedstock 37,052 30,349 34,511 28,372 Other income 2 64 1 64 Other expenses 33 4 33 4 Subsidiaries Revenue from sale of goods and rendering of services - - 14,308 10,272 Purchase of crude oil and feedstock - - 9,559 7,391 Purchase-sale of crude oil and feedstock for legal reserve* - - 1,391 - Interest income - - 53 44 Land lease income - - 12 12 Other income - - 225 198 Interest expenses - - 15 9 Other expenses - - 100 139


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Consolidated Separate financial statements financial statements 2011 2010 2011 2010 (in million Baht) Associates Purchase of crude oil and feedstock 21 - 21 - Other expenses 6 10 6 10 Purchase of assets 56 2 56 2 Other related parties Revenue from sale of goods and rendering of services 4,996 1,632 4,935 1,082 Purchase of crude oil and feedstock 1,445 856 - - Other income 2 - 2 - Other expenses 20 16 20 16 Directors’ remuneration 9 8 3 4 * Purchase-sale of crude oil and feedstock transactions entered for the purpose of maintaining the

legal minimum reserve levels of crude oil inventory are transacted with related parties and have already been reversed in the interim financial statements for the three-month period ended 31 March 2011.

Balances as at 31 March 2011 and 31 December 2010 with related parties were as follows: Trade accounts receivable - related parties Consolidated Separate financial statements financial statements 31 March 31 December 31 March 31 December 2011 2010 2011 2010 (in million Baht) Major shareholder PTT Public Company Limited 11,909 8,589 11,472 8,418 Subsidiaries Thai Paraxylene Co., Ltd. - - 5,073 4,210 Thai Lube Base Public Company Limited - - 480 173 Thaioil Power Co., Ltd. - - 27 49 Independent Power (Thailand) Co., Ltd. - - 5 - Other related parties IRPC Public Company Limited 28 76 - - Bangchak Petroleum Public Company Limited 1,312 606 1,312 605 PTT Chemical Public Company Limited 4 1 - - 13,253 9,272 18,369 13,455 Less allowance for doubtful accounts - - - - Total 13,253 9,272 18,369 13,455


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Other accounts receivable - related parties Consolidated Separate financial statements financial statements 31 March 31 December 31 March 31 December 2011 2010 2011 2010 (in million Baht) Major shareholder PTT Public Company Limited 7 348 7 69 Subsidiaries Thai Paraxylene Co., Ltd. - - 15 56 Thai Lube Base Public Company Limited - - 10 67 Thaioil Marine Co., Ltd. - - 3 3 Thaioil Energy Solutions Co., Ltd. - - 10 2 Thaioil Solvent Co., Ltd. - - 4 4 Thaioil Ethanol Co., Ltd. - - - 2 Thaioil Power Co., Ltd. - - 44 80 TOP Solvent Co., Ltd. - - - 2 Independent Power (Thailand) Co., Ltd. - - 2 1 Associate PTT ICT Solutions Co., Ltd. 7 7 7 7 Other related parties Thai Petroleum Pipeline Co., Ltd - 4 - 4 Total 14 359 102 297 Short-term loans to related parties Consolidated Separate financial statements financial statements 31 March 31 December 31 March 31 December 2011 2010 2011 2010 (in million Baht) Subsidiaries Thaioil Marine Co., Ltd. - - 1,863 1,883 Thaioil Solvent Co., Ltd. - - 2,564 2,559 Thaioil Ethanol Co., Ltd. - - 160 155 Total - - 4,587 4,597 Interest rates during the three-month periods ended 31 March 2011 and 2010 were charged at money market rate (MMR) but not exceeding the average minimum loan rates (MLR) of 5 financial institutions less margin. Movements of short-term loans to related parties during the three-month periods ended 31 March 2011 and 2010 were as follows: Consolidated Separate financial statements financial statements 2011 2010 2011 2010 (in million Baht) At 1 January - - 4,597 4,008 Increases - - 10 150 Decreases - - (20) (50) At 31 March - - 4,587 4,108


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Trade accounts payable - related parties Consolidated Separate financial statements financial statements 31 March 31 December 31 March 31 December 2011 2010 2011 2010 (in million Baht) Major shareholder PTT Public Company Limited 14,015 9,448 13,052 8,417 Subsidiaries Thai Paraxylene Co., Ltd. - - 2,972 2,573 Thai Lube Base Public Company Limited - - 291 346 Thaioil Power Co., Ltd. - - 130 129 Sak Chaisidhi Co., Ltd. - - - 2 Sapthip Co., Ltd. - - 7 - TOP-NYK MarineOne Pte. Ltd. - - 1 - Associate Maesod Clean Energy Co., Ltd. 12 - 12 - Other related parties IRPC Public Company Limited 196 102 - 2 PTT Aromatics and Refining Public Company Limited 128 104 - - PTT Phenol Co., Ltd. 9 8 - - Total 14,360 9,662 16,465 11,469 Other accounts payable - related parties Consolidated Separate financial statements financial statements 31 March 31 December 31 March 31 December 2011 2010 2011 2010 (in million Baht) Major shareholder PTT Public Company Limited 2 39 1 39 Subsidiaries Thai Paraxylene Co., Ltd. - - 22 29 Thai Lube Base Public Company Limited - - 7 - Thaioil Marine Co., Ltd. - - 48 39 Thaioil Energy Solutions Co., Ltd. - - 6 2 Associate PTT ICT Solutions Co., Ltd. 52 16 52 16 Other related party Thai Petroleum Pipeline Co., Ltd. 7 6 7 6 Total 61 61 143 131


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Short-term borrowings from related parties Consolidated Separate financial statements financial statements 31 March 31 December 31 March 31 December 2011 2010 2011 2010 (in million Baht) Subsidiaries Thai Paraxylene Co., Ltd. - - 2,797 1,113 Thai Lube Base Public Company Limited - - 2,507 1,864 Thaioil Marine Co., Ltd. - - 99 21 Total - - 5,403 2,998 Interest rates during the three-month periods ended 31 March 2011 and 2010 were charged at money market rate (MMR) but not exceeding the average minimum loan rates (MLR) of 5 financial institutions less margin. Movements of short-term borrowings from related parties during the three-month periods ended 31 March 2011 and 2010 were as follows: Consolidated Separate financial statements financial statements 2011 2010 2011 2010 (in million Baht) At 1 January - - 2,998 3,166 Increases - - 2,405 1,139 Decreases - - - - At 31 March - - 5,403 4,305 Significant agreements with related parties As at 31 March 2011 the Group had the following significant agreements with related parties.

Raw Materials and Oil-Products Purchases and Sales Agreements The Company has raw materials and oil products purchase and sale agreements with a subsidiary, whereby the purchase and sale volumes and prices of raw materials and oil products are specified in the agreements. These agreements are effective on the agreement date and shall be terminated by either party giving at least 6 months notice in writing to the other party.

Oil-Products Sale and Purchase Agreements

The Company has oil products purchase and sale agreements with a subsidiary, whereby the purchase and sale volumes and prices are specified in the agreements. These agreements are effective on the agreement date and shall be terminated if either party does not comply with the terms stipulated in the agreements.


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By-Product Sale and Purchase Agreement The Company has a by-product purchase and sale agreement with a subsidiary, whereby the purchase and sale volumes and prices of the by-product are specified in the agreement. The agreement is for a period of 10 years expiring in September 2014, or until the termination by mutual consent. Technology and Communication Service Agreement The Company has a technology and communication service agreement with an associate, whereby the service fees are specified in the agreement. The agreement is for a period of 5 years expiring in June 2011 and is renewable for additional periods of 5 years.

Crack Spread Swap and Time Spread Swap Agreements The Company has crack spread swap and time spread swap agreements with a subsidiary and a related company (“counterparties”). The Company has or the counterparties have commitments to make payments for the differences between the fixed price and floating price for each period. As at 31 March 2011, the Company had oil volume under the agreements with the subsidiary and the related company of 0.34 million barrels and 2.08 million barrels respectively (31 December 2010: 0.12 million barrels and 0.63 million barrels respectively).

Product Offtake and Crude Oil Supply Agreement The Company has a product off take and crude oil supply agreement with a related company, whereby (a) the Company will sell and the related company will purchase refined petroleum products produced by the refinery for 49.99% of 270,000 barrels per day; and (b) the related party will supply and the Company will purchase crude oil and/or feedstock for the refinery required to produce 49.99% of 270,000 barrels per day. The credit term for crude oil shall be mutually agreed.

Feedstock Throughput Agreement

The Company has an agreement with a related company to use the Company’s single buoy mooring facility for receiving its feedstock. The agreement is for a period of 15 years expiring in 2023 and the throughput fee is stipulated in the agreement. Crude Oil Processing Agreement The Company has an agreement for crude oil processing with a related company, whereby the related company will supply crude oil to the Company and the Company will provide a processing service. In this regard, the Company will either receive payments from or make payments to the related company depending on whether the processing fee for the different amount of products lifted by the related company is higher or lower than the value of relevant crude intake in the same month, including other expenses and finance costs, if any, incurred by both parties. There is no expiry date specified in the agreement.

Long Residue Cracking and Fuel Oil Exchange Agreement The Company has a long residue cracking and fuel oil exchange agreement with a related company to exchange a related company’s long residue for cracking in the Company’s refinery process and to receive fuel oil left from the process for selling in the market. The agreement shall be terminated by either party giving at least 90 days notice in writing to the other party. Payments shall be made on a net settlement basis as stipulated in the agreement.


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Throughput Agreement The Company has a throughput agreement with a related company, whereby the tariff fee is specified in the agreement. The agreement is for a period of 20 years expiring in 2014 and is renewable.

Natural Gas Supply Agreements

The Company and two subsidiaries have natural gas supply agreements with a related company, whereby the related company agrees to supply the natural gas to the Company and the subsidiaries at quantities and prices as stipulated in the agreements. These agreements are effective for periods of 8 to 25 years expiring during 2014 and 2023. Cost Reimbursement Agreements Certain subsidiaries have cost reimbursement agreements with the Company covering the reimbursement of construction costs of natural gas pipeline facilities and the use of the pipeline facilities, raw water pipeline and the use of land for the construction of a transmission line connecting the subsidiaries to the Electricity Generating Authority of Thailand (EGAT). Under the terms of the agreements, the subsidiaries agree to share the cost of investments with the Company on the basis and conditions stipulated in the agreements. These agreements are effective for a period of 25 years, or until the termination of the power purchase agreement entered into by the subsidiaries with EGAT, whichever is sooner. Power and Steam Purchase Agreements Certain subsidiaries (“sellers”) have power and steam purchase agreements with the Company and two subsidiaries for periods of 20 and 25 years expiring in 2023 and 2027, whereby the sellers will sell power and steam energy to the Company and the subsidiaries at the agreed quantities and prices as stipulated in the agreements.

Services and Supplies Agreements

Certain subsidiaries have services and supplies agreements with the Company, whereby the Company provides the subsidiaries for the operating, repair and maintenance, management, controlling and administration, procurement, fuel transmission, waste water treatment and utilities, information technology, financial, accounting and human resource services. The subsidiaries agree to pay certain fees as stipulated in the agreements. These agreements are effective for periods of 3 years or 24 years or until the termination of the land lease agreement entered into by a subsidiary with the Company, whichever is sooner, or until the termination of the power purchase agreement entered into by another subsidiary with EGAT. Land Lease Agreements Certain subsidiaries have land lease agreements with the Company to lease/sublease certain parcels of land ending in September 2022 with total annual rental for the year 2011 of Baht 48.4 million, and the rate will be adjusted every 5 years. Raw Materials and Petrochemical Products Purchase and Sale Agreements A subsidiary has raw materials and petrochemical products purchase and sale agreements with related companies, whereby the purchase and sale volumes and prices of raw materials and petrochemical products are specified in the agreements. These agreements are for periods of 9 months to 15 years expiring during 2011 and 2017.


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Technical Service Agreements A subsidiary has technical service agreements with the Company and three subsidiaries to provide a consultancy technical solutions service for energy-related and petrochemical businesses, whereby the service fees are specified in the agreements. These agreements are for a period of 3 years expiring during 2011 and 2013. Time Charter and Affreightment Agreements A subsidiary has time charter and affreightment agreements with the Company and another subsidiary, whereby the freight rate is specified in the agreement. The agreements are for periods of 1 year and 3 years expiring in 2011 and 2013. A joint venture has time charter agreements with the Company, whereby the freight rate is specified in the agreement. The agreements are for periods of 10 years expiring in 2021. Office Rental Agreements A subsidiary has office rental agreements with a related company and another subsidiary, whereby the rental fees are specified in the agreements. These agreements have no specified expiry date so the compliance with conditions specified in the agreements is ongoing until either party giving at least 30 days written notice of termination to the other party. Ethanol Products Purchase and Sale Agreement The Company has an ethanol products purchase and sale agreement with a subsidiary, whereby the purchase and sale volumes and prices of the ethanol products are specified in the agreement. The agreement is expiring in December 2010 and shall be automatically renewed for additional period of 1 year until either party giving at least 30 days notice in writing to the other party.

6 Trade accounts receivable

Consolidated Separate financial statements financial statements Note 31 March 31 December 31 March 31 December 2011 2010 2011 2010 (in million Baht) Related parties 5 13,253 9,272 18,369 13,455 Other parties 12,750 9,858 6,053 4,425 26,003 19,130 24,422 17,880 Less allowance for doubtful accounts - - - - Total 26,003 19,130 24,422 17,880

Bad and doubtful debts expense for the three-month period ended 31 March - - - -


31

Aging analyses for trade accounts receivable are as follows:

Consolidated Separate financial statements financial statements Note 31 March 31 December 31 March 31 December 2011 2010 2011 2010 (in million Baht) Related parties Within credit terms 13,253 9,272 18,369 13,455 Overdue: Less than 3 months - - - - 3 - 6 months - - - - 6 - 12 months - - - - Over 12 months - - - - 5 13,253 9,272 18,369 13,455 Other parties Within credit terms 12,629 9,727 6,053 4,425 Overdue: Less than 3 months 1 11 - - 3 - 6 months - 12 - - 6 - 12 months 12 17 - - Over 12 months 108 91 - - 12,750 9,858 6,053 4,425 Total 26,003 19,130 24,422 17,88

The normal credit term granted by the Group ranges from 15 days to 90 days. 7 Investments in subsidiaries

Separate financial statements 2011 2010 (in million Baht) At 1 January 8,763 8,313 Acquisitions 1,120 - At 31 March 9,883 8,313 At 31 December 8,763


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Investments in subsidiaries as at 31 March 2011 and 31 December 2010, and dividend income for the three-month periods ended 31 March 2011 and 2010 were as follows:

Separate financial statements Dividend income Ownership interest Paid-up capital Cost method for three months ended 31 March 31 December 31 March 31 December 31 March 31 December 31 March 31 March 2011 2010 2011 2010 2011 2010 2011 2010

(%) (in million Baht) Subsidiaries Thai Paraxylene Co., Ltd. 99.99 99.99 2,572 2,572 2,161 2,161 - - Thai Lube Base Public Company Limited 99.99 99.99 1,758 1,758 1,979 1,979 - - Thaioil Marine Co., Ltd. 99.99 99.99 970 630 970 630 - - Thaioil Energy Solutions Co., Ltd. 99.99 99.99 40 40 40 40 - - Thaioil Solvent Co., Ltd. 99.99 99.99 1,250 1,250 1,250 1,250 - - Thaioil Ethanol Co., Ltd. 99.99 99.99 1,450 670 1,450 670 - - Thaioil Power Co., Ltd. 54.99 54.99 2,810 2,810 1,545 1,545 - - Independent Power (Thailand) Co., Ltd. 24.00 24.00 1,771 1,771 488 488 - - Total 12,621 11,501 9,883 8,763 - -


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8 Investments in associates Consolidated Separate financial statements financial statements 2011 2010 2011 2010 (in million Baht) At 1 January 130 202 30 30 Share of net profit (loss) of investments - equity method 24 (16) - - Disposals - - - - At 31 March 154 186 30 30 At 31 December 130 30


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Investments in associates as at 31 March 2011 and 31 December 2010, and dividend income for the three-month periods ended 31 March 2011 and 2010 were as follows:

Consolidated financial statements Dividend income Ownership interest Paid-up capital Cost method Equity method for three months ended 31 March 31 December 31 March 31 December 31 March 31 December 31 March 31 December 31 March 31 March 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 (%) (in million Baht) PTT ICT Solutions Co., Ltd. 20.00 20.00 150 150 30 30 47 40 - - Maesod Clean Energy Co., Ltd. 30.00 30.00 675 675 203 203 107 90 - - Total 825 825 233 233 154 130 - -

Separate financial statements Dividend income Ownership interest Paid-up capital Cost method for three months ended 31 March 31 December 31 March 31 December 31 March 31 December 31 March 31 March 2011 2010 2011 2010 2011 2010 2011 2010 (%) (in million Baht) PTT ICT Solutions Co., Ltd. 20.00 20.00 150 150 30 30 - - Total 150 150 30 30 - -


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9 Trade accounts payable

Consolidated Separate financial statements financial statements Note 31 March 31 December 31 March 31 December 2011 2010 2011 2010 (in million Baht) Related parties 5 14,360 9,662 16,465 11,469 Other parties 11,994 9,322 11,430 7,955 Total 26,354 18,984 27,895 19,424

10 Employee benefit obligations

The Group adopted TAS 19 - Employee Benefits with effect from 1 January 2011. The effect on the financial statements is disclosed in note 3(g). The Group has opted to apply the new standard retrospectively and adjust the prior year’s financial statements accordingly.

Movement in the present value of the defined benefit obligations: Consolidated

financial statements Separate

financial statements Three-month period ended 31 March 2011 2010 2011 2010 (in million Baht) Defined benefit obligations at 1 January 1,868 2,098 1,756 1,998 Benefits paid by the plan (18) (24) (18) (23) Current service costs and interest 59 59 56 55 Defined benefit obligations at 31 March 1,909 2,133 1,794 2,030 The expense is recognised in the following line items in the statement of comprehensive income: Consolidated


financial statements Three-month period ended 31 March 2011 2010 2011 2010 (in million Baht) Cost of sale of goods and rendering of services 42 42 40 40 Administrative expenses 17 17 16 15 Total 59 59 56 55

Principal actuarial assumptions at the reporting date: Consolidated financial statements

and Separate financial statements

% per annum Discount rate Interest rate of long-term Thai Government Bond Salary increases rate 4.0-10.0 Employee turnover 0.0-2.0 Mortality rate Based on Thailand Mortality Ordinary 1997 (TMO97)


36

11 Segment information Segment information is presented in respect of the Group’s business segments. The primary format, business segments, is based on the Group’s management and internal reporting structure. Business segments The Group comprises the following main business segments: Segment 1: Oil refinery Segment 2: Lube base oil refinery Segment 3: Petrochemical Segment 4: Power generation Segment 5: Oil and chemical products transportation services Segment 6: Other


37

Revenue and results, based on business segments, in the consolidated financial statements for the three-month periods ended 31 March 2011 and 2010 were as follows:

2011 Oil and chemical product Oil Lube base Power transportation refinery oil refinery Petrochemical generation services Other Eliminations Total (in million Baht) Revenue from sale of goods and rendering of services 107,585 6,749 18,051 3,299 245 301 (24,388) 111,842 Cost of sale of goods and rendering of services (100,298) (5,850) (15,948) (3,072) (183) (327) 24,588 (101,090) Gross profit (loss) 7,287 899 2,103 227 62 (26) 200 10,752 Profit (loss) for the period 4,995 617 1,499 166 21 (29) 22 7,291

2010 (Restated) Oil and chemical product Oil Lube base Power transportation refinery oil refinery Petrochemical generation services Other Eliminations Total (in million Baht) Revenue from sale of goods and rendering of services 75,702 5,116 13,317 2,747 248 4 (18,177) 78,957 Cost of sale of goods and rendering of services (75,495) (4,697) (12,256) (2,672) (202) (5) 18,311 (77,016) Gross profit (loss) 207 419 1,061 75 46 (1) 134 1,941 Profit (loss) for the period 754 277 905 66 10 (3) 6 2,015


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12 Basic earnings per share The calculations of basic earnings per share for the three-month periods ended 31 March 2011 and 2010 were based on the profit for the periods attributable to owners of the Company and the weighted average number of ordinary shares outstanding during the three-month periods ended 31 March 2011 and 2010 as follows: Consolidated Separate financial statements financial statements 2011 2010 2011 2010 (Restated) (Restated) (in million Baht/million shares) Profit attributable to owners of the Company 7,228 1,977 4,995 754 Weighted average number of ordinary shares outstanding during the period 2,040 2,040 2,040 2,040 Basic earnings per share (Baht) 3.54 0.97 2.45 0.37

13 Others On 27 April 2010 a subsidiary’s stream turbine was interrupted as a result of Lube oil leakage from lube oil cooler pipe breaking resulting in the whole power plant shutdown. This fault had been rectified and the power plant has been able to resume to normal operation since 30 November 2010. The subsidiary has claimed the insurance compensation for property damage and business interruption from a local insurance company. As at 31 December 2010 the subsidiary had accounts receivable from the claim with the insurance company of Bath 957 million. During the three-month period, the subsidiary received the insurance compensation amounting Baht 659 million. As at 31 March 2011 the subsidiary had accounts receivable from the claim of Bath 298 million.

14 Commitments with non-related parties Consolidated Separate financial statements financial statements 31 March 31 December 31 March 31 December 2011 2010 2011 2010 (in million Baht) Capital commitments Projects construction agreements 3,662 3,168 2,095 1,551 Total 3,662 3,168 2,095 1,551 Non-cancellable operating lease commitments Within one year 175 175 175 175 After one year but within five years 795 788 791 784 After five years 1,446 1,496 1,443 1,493 Total 2,416 2,459 2,409 2,452


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Consolidated Separate financial statements financial statements 31 March 31 December 31 March 31 December 2011 2010 2011 2010 (in million Baht) Other commitments Technical services agreements 191 203 191 203 Inventory management services agreements 121 134 - - Letters of guarantee issued by financial institutions 447 452 288 288 Crude oil purchase agreements 64,688 48,864 64,688 48,864 Total 65,447 49,653 65,167 49,355 Long-term Maintenance Agreements

A subsidiary has combustion turbine supply and maintenance agreements with local companies (“service providers”), whereby the service providers will supply and repair parts used for yearly and scheduled repairs. In this regard, the subsidiary is committed to pay for the parts and maintenance service fees to the service providers at the prices specified in the agreements. These agreements are effective on the agreement date till the second major scheduled repair or the twelfth yearly scheduled repair.

Power Purchase Agreements Two subsidiaries have power purchase agreements for a period of 25 years with the Electricity Generating Authority of Thailand (“EGAT”) expiring in 2023 and 2025 respectively whereby the subsidiaries will supply the electric energy to EGAT at the agreed quantity and price. As the contracted parties with EGAT, the subsidiaries must comply with conditions and restrictions provided for in the agreements.

Throughput Agreement A subsidiary had a throughput agreement for a period of 5 years with a non-related company for storage facilities expiring in November 2013. The subsidiary is committed to pay a quarterly service fee to the non-related company at the rates specified in the agreement. The subsidiary can terminate this agreement by giving a notice in advance to the non-related company not less than 1 year. Land Rental Agreement An indirect subsidiary had a land rental agreement with Industrial Estate of Thailand (“Industrial Estate”) for land used in Map Ta Phut Industrial Estate for a period of 30 years expiring in January 2019. The subsidiary is committed to pay the annual rental fee to the Industrial Estate at the rates specified in the agreement.

15 Contingent liabilities and contingent assets

As at 31 March 2011 the Group had the following contingent liabilities and contingent assets: a) A subsidiary has been assessed by the Custom Department and the Revenue Department for the

excise tax including penalty and surcharge for certain shipments of imported reduced crude oil totaling Baht 253.7 million (the Central Tax Court ruled in favor of the subsidiary). As at 31 March 2011 the case was in the process of consideration of the Supreme Court.


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b) A subsidiary has been assessed by the Revenue Department for the corporate income tax in respect to 1999 and 2000 revenues resulting to the utilisation of tax loss carry forwards in subsequent years (the Central Tax Court ruled in favor of the subsidiary). As at 31 March 2011 the case was in the process of consideration of the Supreme Court.

c) The Company has crack spread swap and time spread swap with foreign companies

(“counterparties”). The Company has or the counterparties have commitments to make payments for the differences between the fixed price and floating price for each period.

As at 31 March 2011 the Company had oil volume under the agreements totaling 7.47 million

barrels (31 December 2010: 3.34 million barrels). 16 Event after the reporting period

At the annual general meeting of the shareholders of the Company held on 1 April 2011, the Company’s shareholders approved the appropriation of 2010 annual dividends at Baht 2.00 per share, totaling Baht 4,080 million. After a deduction of the interim dividends of Baht 0.60 per share which were already paid to the Company’s shareholders in October 2010, the remaining dividends of Baht 1.40 per share, totaling Baht 2,856 million, were already paid to the Company’s shareholders in April 2011. On 4 April 2011, a subsidiary (Thaioil Ethanol Co., Ltd.) invested in Ubon Bio Ethanol Co., Ltd. by acquiring 583,000 ordinary shares, total consideration of Baht 749.40 million, which represent 21.28% of total registered capital. The investee is engaged in production of ethanol from fresh and dry cassavas.

17 Thai Financial Reporting Standards (TFRS) not yet adopted The Group has not adopted the following new and revised TFRS that have been issued as of the reporting date but are not yet effective. The new and revised TFRS are anticipated to become effective for annual financial periods beginning on or after 1 January in the year indicated in the following table.

TFRS Topic Year

effective TAS 21 (revised 2009) The Effects of Changes in Foreign Exchange Rates 2013 Management is presently considering the potential impact of adopting and initially applying these new and revised TFRS on the consolidated and separate financial statements.

18 Reclassification of accounts

Certain accounts in the statement of financial position as at 31 December 2010 which are included in the 2011 interim financial statements for comparative purposes, have been reclassified to conform to the presentation in the 2011 interim financial statements.


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2010 Consolidated


financial statements Before

reclass.

Reclass. After

reclass. Before

reclass.

Reclass. After

reclass. Statement of financial (in million Baht) position as at 31 December 2010 Investment properties - 82 82 - 643 643 Property, plant and equipment 66,939 474 67,413 31,627 (87) 31,540 Other non-current assets 2,102 (556) 1,546 1,745 (556) 1,189 - - 2010 Consolidated


financial statements Before

reclass.

Reclass. After

reclass. Before

reclass.

Reclass. After

reclass. Statement of comprehensive (in million Baht) income for the three-month period ended 31 March 2010 Cost of sale of goods and rendering of services 77,098 (100) 76,998 75,579 (100) 75,479 Administrative expenses 249 100 349 138 100 238 - - The reclassifications have been made to comply with the classification.

Documents

Q1/11 Q1/10(2) +/(-) EBITDA 12,079 3,715 8,364 · downstream product plants had technical problems, particularly the shutdown of Styrene Monomer plant in Singapore that erased Benzene