SEAOIL : Annual Report 2015 (EN)

 VISION To be one of The Leading Companies in bunkering, Oil Trading , Supply Management and Other Energy Supply in Thailand and Asian countries. Manage under Good Governance Principles to meet Company’s Goal and Quality Policies with Social and Environment Responsibility  MISSION 1. Profitability growth rate not less than 10% in 2015 2. Continuously expand customers in bunkering, oil trading and supply management to increase market share.

3. Effective Budgeting, Finance and Accounting Management.

4. Manage business based on Good Governance Concept 5. Enhance the Social Environment and Community Responsibility Policy

| Contents Page • Message from the Chairman • Details of Directors / Management and Company Secretary • Financial Highlights Business Overview • Policy and business overview • Nature of business • Risk Factors Management and Corporate Governance • Capital Structure • Management Structure • Corporate Governance • Corporate Social Responsibility Report • Internal Control & Risk Management • Related Party Transactions Financial Position and Operating Results • Report of Board of Directors’ Responsibility for Financial Reporting • Audit Committee Report • Management’s Discussion and Analysis • Financial Statement and Auditor’s Report General information & Other Significant Information

1 2 10 12 19 26 31 33 47 61 71 73 89 90 92 103 150

Investors can study more information from Annual Registration Statement of company (Form 56-1) presented on www.sec.or.th

Message from the Chairman

In 2015, the overview of global economy condition has slightly recovered from 2014 but its growth ratio still low while the deceleration of China economy has significantly affected the declining demands of consumer products, resulting in the economic circumstances of trading countries. As World’s Oil Price, they remained fluctuate and likely to constantly decline among oversupply situation of crude oil in the market.

However, 2015 Thailand economy, its growth ratio slightly increased compared to previous year, resulted from government’s spending stimulus policy while the total value of import and export still declined when compare with previous year in line with national consumption and the World economy slowdown.

World economy recession along with World oil prices situation in 2015, Sea Oil Public Company Limited, Board of Director and Company Management realized significance of business operation to concerned in strategic planning, investment expansion thorough out in detailed studied and reviewed. However, Company focused on business operation to be unceasingly and steadily progressed for overall corporate target achievement. Under oil price declining circumstance, Company’s 2015 performance has the total revenue of sales and service totally 2,769 Million Baht, decreasing 9.8% compared to previous year, simultaneously overall oil quantities sales ratio has increased from previous year at 23.7%.

Therefore, the company had net profit at 105.28 Million Baht and consolidated net profit at 6.50 Million Baht.

From crude oil prices has been sharply declined in the market, the Company has been affected from investment in petroleum and exploration business, consequently, in 2015, the loss portion of joint ventures totally 45.90 Million Baht has been counted. Then, Company considered to adjust operational strategic plan with the joint venture partner named Pan Orient Energy (Siam) Limited by production plan changing and expense and production cost reduction emphasized.

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Company still commit with the business sustainable growth, searching for new business opportunities to increase corporate potentials.

In business extension 2015, Company established subsidiary in foreign with objective to expand customer and supplier base to enhance corporate revenue in oversea together with continuous improvement on Quality Management System will be focused.

On behalf of the Board of Directors, I would like to contribute my sincere appreciation to all shareholders, investors, financial institutes, customers, business partners and every concerned patrons who always provided the Company trustfulness, confidence and support. Further, I would like to express my gratitude to the Company Management and all employees for hard working with honesty and full capability. Board of Directors shall accordingly perform duties with full responsibility under the corporate good governance principles concerned including social and environment awareness and sustainable growth of business.

Apisit Rujikeatkamjorn Chairman

SEA OIL PUBLIC COMPANY LIMITED

Directors / Management and Company Secretary Profile (As of 31 December 2015) Name-Surname Mr.Apisit Rujikeatkamjorn (Age 70 years) Position Chairman Percentage of Shareholding 2.78% (10,020,000 shares) Educational and Seminar - Master of Engineer (Civil Engineering) , Lamar University, Texas, USA - Bachelor of Engineer, Khon Kaen University - Director Accreditation Program (DAP) Class 27 / 2004 - Finance for Non-Finance Director (FND) Class 24 / 2005 - Understanding the Fundamental of Financial Statements Program (UFS) Class 5 / 2006 - Audit Committee Program (ACP) Class 22 / 2008 - The Role of Chairman Program (RCP) Class 26 / 2011 - Director Certification Program (DCP) Class 166 / 2012 Work Experience During 2015 - Present 2015 - Present 2014 - Present 2014 - Present 2014 - Present 2011 - Present 2008 - Present 2011 - 2014 2009 - 2014

Position Chairman Chairman Chairman Vice Chairman Chairman Chairman Chairman Director / Member of AC Director

2009 - 2013

Independent Director / Chairman of AC Chairman Director Chairman of AC / Director

2008 - 2013 2006 - 2013 2006 - 2012

Company Name D.T.C. Enterprise Co.,Ltd. OPG Tech Co.,Ltd. Siam Global House International Co.,Ltd. Asia Green Energy PCL. Asia Biomass Co.,Ltd. Eco Lighting Co.,Ltd. Siam Global House PCL. Thai Oil PCL. Sakari Resources Limited (Register at Singapore) Thai Rotary Engineering PCL.

Type of Business GPS system service Manufacture of Palm Oil Investment Business Import and wholesale coal solid fuel Wholesale of Solid Fuel Wholesale of lighting Wholesale of other construction materials Oil Refinery Business Coal Business

PEA (Thailand) PCL. Thai Lube Base PCL. Fortune Parts Industry PCL.

Construction Business Manufacture of other petroleum products Manufacture of other parts and accessories for motor vehicles

Material Products and Construction Service

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SEA OIL PUBLIC COMPANY LIMITED Name-Surname Position

Mr.Taweep Soontornsingha (Age 65 years) Vice-Chairman / Independent Director / Member of Audit Committee / Chairman of Nomination and Remuneration Committee Percentage of Shareholding - none Educational and Seminar - Bachelor of Law, Thammasat University - Director Accreditation Program (DAP) Class 97/2012 - Audit Committee Program (ACP) Class 42/2013 - Financial Statements of Director (FSD) Class 20/2013 - Audit Committee Program (AACP) Class 17/2015 - Role of the Compensation Committee (RCC) Class 20/2015 Work Experience During 2011 - Present 1992 - 2010

Position Independent Director / Member of AC / Chairman of NRC Manager

Company Name Sea Oil PCL.

Type of Business Fuel Business

Kasikornthai Bank PCL.

Financial Banking

Name-Surname Position

Dr.Chalermwit Chimtragoon (Age 66 years) Independent Director / Member of Audit Committee / Member of Nomination and Remuneration Percentage of Shareholding - none Educational and Seminar - Doctoral of Educational Administration and Leadership, Saint John’s University - Master of Technical Education, King Mongkut’s University of Technology North Bangkok - Bachelor of Education, Srinakrarinwirot University - Director Accreditation Program (DAP) Class 92 / 2011 - Director Certification Program (DCP) Class 158 / 2012 - Audit Committee Program (ACP) Class 42 / 2013 - Financial Statements for Directors (FSD) Class 23 / 2014 - Advanced Audit Committee Program (AACP) Class 17 / 2015 - Role of the Compensation Committee (RCC) Class 20 / 2015 Work Experience During 2011-Present 2009-Present

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Position Independent Director / Member of AC / Chairman of NRC Chairman of Project “Director Instructor and Staff Development” (Master of Education)

Company Name Sea Oil PCL.

Type of Business Fuel Business

Rajapark Institute

Education

SEA OIL PUBLIC COMPANY LIMITED Name-Surname Assoc. Prof. Dr.Ruth Banomyong (Age 48 years) Position Independent Director / Chairman of Audit Committee Percentage of Shareholding - none Educational and Seminar - Doctor of Philosophy (International Logistics) ,Cardiff University, Wales, United Kingdom - Master of Laws (International Business Law) , Universite de Paris I, Pantheon-Sorbonne, France - Bachelor of Law (International Law), Universite de Paris I, Pantheon-Sorbonne, France - Bachelor of Economics, Lycee Michelet, France - Post-Graduate Diploma in Social Science Research Methods, Cardiff University, Wales, United Kingdom - Diploma in translating English-French legal terms, Paris Institute of Comparative Law, France - Director Certification Program (DCP) Class 103/2008 - Audit Committee Program (ACP) Class 13/2006 - Director Accreditation Program (DAP) Class 44/2005 Work Experience During 2011-Present 2015-Present 1996-Present 1993-Present 2013-2015 2011-2013

Position Independent Director / Chairman of AC Independent Director / Chairman of AC Director Faculty Instructor Director Independent Director

Company Name Sea Oil PCL.

Type of Business Fuel Business

Wice Logistic PCL.

Freight forwarding and customs agent

Living Head Quarter Co.,Ltd. Thammasat University Wice Freight Services (Thailand) Co.,Ltd. Charoensin Property Co.,Ltd.

Interior Business Education Freight forwarding and customs agent Real Estate Business

Name-Surname Mr. Prompong Chaisrisawatsuk (Age 49 years) Position Director Percentage of Shareholding 0.56 % (1,999,998 shares) Educational and Seminar - Master in Finance, Thammasat University - Bachelor of Engineer, Chulalongkorn University - Director Accreditation Program (DAP) Class 97/2012 Work Experience During 2005-Present 2012-Present 2012-Present 2011-Present 2007-Present

Position Director Director Director Director Director

2005-2014

Director

Company Name Sea Oil PCL. Top-NTL PTE Ltd. (at Singapore) Nathalin Co.,Ltd. Nathalin Offshore PTE. LTD..

Prima Marine Co.,Ltd. (Nathalin Offshore Co.,Ltd.) Khunnathee Co.,Ltd.

Type of Business Fuel Business Trust Management (Trustee Manager) Marine Transport Ship Management Marine Transport Marine Transport

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SEA OIL PUBLIC COMPANY LIMITED Name-Surname Mr.Suraphon Meesathien (Age 62 years) Position Director Percentage of Shareholding 0.56 % (1,999,998 shares) Educational and Seminar - Master of Public Administration Program, National Institute of Development Administration (NIDA) - Bachelor of Science, The Royal Thai Naval Academy - Diploma ,Naval War College - Director Certification Program (DCP) Class 155/2012 - Director Accreditation Program (DAP) Class 92/2011 - Role of the Compensation Committee (RCC) Class 20/2015 Work Experience During 2011-Present 2014-Present 2009-Present 2007-Present 2007-Present 2007-Present

Position Director Director Vice Chairman Director Managing Director Director

2006-Present 2005-Present

Director Director

Company Name Sea Oil PCL. N.L.T.Marine Co.,Ltd. Thai Ship Owners’ Association TMN Co.,Ltd. Nathalin Co.,Ltd. Prima Marine Co.,Ltd. (Nathalin Offshore Co.,Ltd.) Golden Ship Supply Co.,Ltd. Khunnathee Co.,Ltd.

Type of Business Fuel Business Marine Transport Marine Transport Marine Transport Marine Transport Marine Transport Transport equipment Marine Transport

Name-Surname Acting Sub. L.T. Chanwit Anakkul (Age 58 years) Position Director Percentage of Shareholding - none Educational and Seminar - Diploma in Electrical Engineering / Science, Royal Thai Naval Academy - Bachelor of Science, The Royal Thai Naval Academy - Diploma ,Naval War College - Director Certification Program (DCP) Class 155/2012 - Director Accreditation Program (DAP) Class 92/2011 - Role of the Compensation Committee (RCC) Class 20/2015 Work Experience During 2015-Present 2014-Present

2014-Present 2014-Present 2014-Present

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Position Director Chief Commercial and Marketing Officer, Management Director Director Director

Company Name Sea Oil PCL. Nathalin Co.,Ltd.

Type of Business Fuel Business Marine Transport

N.L.T.Marine Co.,Ltd. Khunnathee Co.,Ltd. Singha Tanker Co.,Ltd.

Marine Transport Marine Transport Marine Transport

SEA OIL PUBLIC COMPANY LIMITED During 2014-Present 2013-Present 2013-Present

Position Director Director Director

2013-Present 2012-Present 2012-Present 2012-Present 2010-Present

Director Director Director Director Director

Company Name ThaiMarine Tankers Co.,Ltd. Kanchana Marine Co.,Ltd. Prima Marine Co.,Ltd. (Nathalin Offshore Co.,Ltd.) NW Resources Holding Subpud Energy 1 Co.,Ltd. Subpud Energy 2 Co.,Ltd. Winchai Co.,Ltd. Nathalin Welstar Energy Co.,Ltd

Type of Business Ship Owner Broker Marine Transport Alternative Energy Alternative Energy Alternative Energy Alternative Energy Alternative Energy

Name-Surname Ms.Neeracha Panboonhom (Age 35 years) Position Chairman of Executive Committee / Managing Director Percentage of Shareholding 0.83% (3,000,000 shares) Educational and Seminar - Master of Business Administration ,RMIT University, Melbourne, Australia - Bachelor of Business Administration, Assumption University - Director Accreditation Program (DAP) Class 92/2011 - Director Certification Program (DCP) Class 170/2013 - Industrial and Investment Development for Executive (IBID) Class 2 / 2015 Work Experience During 2011-Present

2015 - Present

Position Chairman of Executive Committee / Managing Director Director

2015 - Present

Director

2014 - Present

Director

2012 - Present 2012 - 2015 2012 - 2013 2012 - 2013 2009 - 2013

Director Director Director Director Director

Company Name Sea Oil PCL.

Type of Business Fuel Business

Sea Oil Petroleum PTE. LTD. (Register at Singapore) Sea Oil Offshore Ltd. (Register at Labuan, Malaysia) Sea Oil Energy Ltd. (Register at Bermuda) Nathalin Co.,Ltd. United Offshore Aviation Co.,Ltd. Nathalin Offshore Co.,Ltd. Nathalin Management Co.,Ltd. Nail Aholic Co.,Ltd.

Fuel Business Fuel Business Investment Business Marine Transport Air Transport Marine Transport Ship Management Spa and Massage Salon

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SEA OIL PUBLIC COMPANY LIMITED Name-Surname Mrs.Kusuma Vannapruk (Age 48 years) Position Member of Executive Committee / Chief of Financial Officer (CFO) Percentage of Shareholding 0.06 % (199,998 shares) Educational and Seminar - Bachelor of Political Science, Thammasat University - CFO Certification Program Class 17/2013 Work Experience During 2013 - Present 2007 - 2012

Position Company Name Chief of Financial Officer Sea Oil PCL. (CFO) Bank Manager Bangkok Bank PCL.

Type of Business Fuel Business Financial Institution

Name-Surname Mr.Chayawat Teekamitree (Age 45 years) Position Member of Executive Committee / Sale Manager Percentage of Shareholding 0.04 % (140,228 shares) Educational and Seminar - Master of Business Administration (Marketing), Sripatum University - Bachelor of Science, King Mongkut’s University of Technology North Bangkok Work Experience During 2012 - Present 2015 - Present

Position Sale Manager Managing Director

2010 - 2012 2003 - 2010

Sale Supervisor Key Account Manager

Company Name Sea Oil PCL. Sea Oil Offshore Ltd. (Register at Labuan, Malaysia) Sea Oil PCL. Chevron Co.,Ltd.

Type of Business Fuel Business Fuel Business Fuel Business Fuel Business

Name-Surname Mrs.Siranee Komintarachat (Age 42 years) Position Customer Service Manager Percentage of Shareholding 0.08 % (302,000 shares) Educational and Seminar - Master of Social Administration, Thammasat University - Bachelor of Business Administration, Bangkok University Work Experience During 2010 - present 2006 - 2010

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Position Customer Service Manager Sale Representative

Company Name Sea Oil PCL.

Type of Business Fuel Business

Sea Oil PCL.

Fuel Business

SEA OIL PUBLIC COMPANY LIMITED Name-Surname Mr.Vatchara Vutiputanunt (Age 51 years) Position Quality Assurance & Customer Relationship Management Manager Percentage of Shareholding - none Educational and Seminar - Bachelor of Business Administration (Marketing), Assumption Business Administration College (ABAC) Work Experience During 2015 - Present 1997 - 2014

Position QA & CRM Manager Area Manager, Business Consultant, OE/HES Specialist, Asset Transaction Specialist, Maintenance&Construction Specialist

Company Name Sea Oil PCL. Chevron (Thai) Co.,Ltd.

Type of Business Fuel Business Fuel Business

Name-Surname Mrs.Saowanee Sutthitham (Age 41 years) Position Company Secretary Percentage of Shareholding - none Educational and Seminar - Bachelor of Business Administration (Accounting) Ramkhamhaeng University - Company Secretary Program (CSP) Class 42/2012 - Advance Corporate Secretary Class 1/2015 Work Experience During 2012 - Present 2009 - 2012 2004 - 2006

Position Company Name Company Secretary Sea Oil PCL. Accounting &Finance Educational Travel Center Co. ,Ltd. Manager Head of Compliance and Dhanamitr Factoring PCL. Internal Audit office

Type of Business Fuel Business Travel Agent Factoring Business

Name-Surname Ms.Pornladda Dechratviboon* (Age 42 years) Position Deputy of Managing Director Percentage of Shareholding - none Educational and Seminar - Master of Business Administration,The University of North Carolina at Greensboro, USA - Bachelor of Business Administration (International Program), Bangkok University - The Interlink Language Center, Greensboro, North Carolina, USA Work Experience During Feb - Oct 2015 2014 - 2015 2005 - 2014

Position Company Name Deputy of MD Sea Oil PCL. Deputy of MD Nathalin Co.,Ltd. Head of Development RMA Group Co.,Ltd. Business and Planning * Ms.Pornladda Dechratviboon resigned effective on 1 November 2015

Type of Business Fuel Business Marine Transport Wholesale of import and export car

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SEA OIL PUBLIC COMPANY LIMITED

Financial Highlight 2015 Statement of Income (Unit: Million Baht) Sales and service revenue Gross Profit EBITDA Net Profit Earnings per share (Baht)

2013 2,716.35 202.75 107.79 80.54

Company 2014 3,071.59 218.94 114.16 87.75

2015 2,617.94 241.03 177.30 105.28

0.60

0.37

0.29

Consolidated 2014 2015 2,769.29 3,071.59 254.09 218.94 79.00 111.84 6.50 85.44 0.02 0.36

2013 519.81 48.17 471.64

Company 2014 1,227.78 148.3 1,079.48

180.00 180.00

315.00 210.00

2015 2,236.72 1,056.96 1,179.76 379.12 359.99

Consolidated 2015 2014 2,167.44 1,226.65 1,088.75 148.3 1,078.69 1,078.35 379.12 315.00 359.99 210.00

2013 10.34 7.46 2.96 17.44 23.11

Company 2014 8.22 7.13 2.85 10.04 11.32

2015 13.82 9.21 3.89 6.08 9.32

Consolidated 2014 2015 8.59 8.21 9.18 7.13 0.23 2.77 0.38 9.78 0.60 11.02

Statement of Financial Position (Unit: Million Baht) Total Assets Total Liability Total Shareholders’ Equity Registered share capital Issued & fully paid-up share capital Financial Ratio Current Ratio (times) Gross Profit Margin (%) Net Profit Margin (%) Return on Total assets (%) Return on Equity (%) Unit : % 10

Unit : %

9.21

30

7.13 5

7.46

3.89 2.85

2.96

0

20 10

6.08

11.32 10.04 9.32

17.44

0 2015

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23.11

Net Profit

2014

2013

Gross Profit

2015

2014

ROA

ROE

2013

SEA OIL PUBLIC COMPANY LIMITED Revenue from Goods Sold in 2013 - 2015 (Unit: Million Baht) 3000 2500

564.95

2000

873.93

1500

523.71 1,042.40

1000 500

284.12

Gasoline

560.81

Fuel oil High Speed Diesel

1,623.83 1,133.02

1,220.94

27.21

24.70

83.41

2013

2014

2015

0

Lubricant & Other

Fuel & Lubricant Sale Quantity in 2015 (Unit: Million Litre) 77.21 M.Litre 56.30%

High Speed Diesel

4.13 M.Litre 3.01% 14.62 M.Litre 10.66%

Fuel Oil 41.17 M.Litre 30.02%

Gasoline Lubricant & Other

Revenue Structure in 2015 (Unit: Million Baht)

2,451.33 M.Baht 87.35% 37.03 M.Baht 1.32% 217.11 M.Baht 7.74%

Marine Jobber (Inland)

Service Other Income

100.84 M.Baht 3.59%

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SEA OIL PUBLIC COMPANY LIMITED

Policy and business overview History and important developments Sea Oil Public Company Limited (the “Company”) one of company in Nathalin Group. The Company established on 26 May 1997, with total registered capital of THB 1 million. Currently, the Company’s registered capital is 379,124,282 baht and issued and paid-up share capital is 359,993,848 baht. (As of 31 December 2015) The purpose of the Company is to supply and distribute fuel and lubricant business for different types of vessels such as bunkers, oil tankers, fisheries and others. The Company’s oil supplies come from major oil producers/traders which our customer are both domestic and foreign as Singapore, Laos, Cambodia, Myanmar, etc. The Company has no investment in fixed assets.

In October 2010, the Company expanded business to serve fuel and lubricant sale for factories and other businesses as land transportation vehicles and buses, which gave the Company opportunity to service various customers.

In July 2011, the Company started catering and service business for accommodation barge at offshore in the Gulf of Thailand In September 2012, the Company commenced provision of raw materials preparation for supply boats, crew boats and offshore.

In October 2014, the company set up “Sea Oil Energy Limited” in Bermuda with purpose to expand in international bunkering business.

17th December 2014, the Extraordinary General Meeting no.1/2014, the shareholder’s meeting approved shares acquisition of Pan Orient Energy (Siam) Limited in the approximate 49.99% of the total issued and paid-up shares. Investment in POES benefits the Company to integrate into petroleum exploration and production business which related to existing business scope.

January 2016, the Company set up “Sea Oil Offshore Limited” in Labuan, Malaysia, with international bunkering customer expansion objective.

April 2016, “Sea Oil Petroleum PTE. LTD.” settled to provide bunkering service for international as to set self in centered of World Bunkering in Singapore.

26th May 2016, the Extraordinary General Meeting no.1/2015, the shareholder’s meeting approved shares acquisition of Nakornchai Prakarn Chemical Company Limited (“NPC”) with 100% of total issued and paid-up shares which on process of totally share acquisition.

Important changes and developments in 2014-2015 February 2014 The Company appointed as contractor of PTT Exploration and Production Public Company Limited in catering and service provider for offshore staff.

April 2014 The Annual General Meeting 2014, The Shareholders’ meeting approved dividend payment as ordinary shares not exceeding in total of shares 30 millions at par value of 1 Baht per share to the company shareholders and approval the increase of the company‘s register capital from the Page 12

SEA OIL PUBLIC COMPANY LIMITED existing registered capital of Baht 180 million to Baht 210 million by issuing 30 million new ordinary share at a par value of Baht 1 each for dividend payment and amendment of Clause 4 in the Company’s Memorandum of association to be in accordance with the increase of register capital of the company October 2014 the company set up “Sea Oil Energy Limited” subsidiary at Bermuda with purpose for investment in petroleum exploration and production business December 2014 The Extraordinary General Meeting no.1/2014, the shareholders’ meeting approved the decrease of the registered capital from the existing registered capital of baht 210,000,000 to baht 209,998,052 and the increase of the registered capital from registered capital of baht 209,998,052 to baht 314,997,078 to be the source of fund for the acquisition in Pan Orient Energy (Siam) Limited shares. It starts investment in petroleum exploration and production business.

January 2015 the Company increase registered capital from registered capital of baht 209,998,052 to baht 314,996,857. Together set up “Sea Oil Offshore Limited”, the Company subsidiary in Labuan, Malaysia for bunkering business expansion.

April 2015 The Annual General Meeting 2015, The Shareholders’ meeting approved  The decrease of the registered capital from registered capital of baht 314,997,078 to baht 314,996,857.  Dividend payment as ordinary shares not exceeding in total of shares 44,999,551 at par value of 1 Baht per share to existing company shareholders. The increase of registered capital from registered capital of baht 314,996,857 to baht 359,996,408 by issue new total shares as 44,999,551 at par value of 1 Baht per share as valued baht 44,999,551 object for dividend payment.  Appointed Acting Sub Lt. Chanwit Anakkul to be the Company Board of Director  The Company has paid-up registered capital from baht 314,996,857 to baht 359,993,848 therefor dividend payment from ordinary share allocated.  “Sea Oil Petroleum PTE. LTD.” set up to provide bunkering service in international as the centered of World Bunkering in Singapore.

May 2015

The Extraordinary General Meeting no.1/2015,  The decrease of the registered capital from registered capital of baht 359,996,408 to baht 359,993,848.  The proposed selling of ordinary shares with not exceeding baht 2,000 ,000,000.  The approved of shares acquisition of Nakornchai Prakarn Chemical Company Limited (NPC) with 100% of total issued and paid-up shares not exceed of baht 220,000,000 by issue

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SEA OIL PUBLIC COMPANY LIMITED specific ordinary share to existing NPC shareholder which on process of totally share acquisition.  The increase of registered capital from registered capital of baht 359,993,848 to baht 379,124,282 by issue ordinary shares as 19,130,434 at par value of 1 Baht per share as valued baht 44,999,551 object for NPC shares acquisition.

Important changes in registered capitals in the past three years February 2013 The Company reduced its registered capital from baht 160 million to baht 110 million, and increased its registered capital from baht 110 million to baht 180 million by proposing selling 70,000,000 ordinary shares to directors and executives of the Company and those of Nathalin Group, including to ordinary. Each stock is baht 1.

April 2014 The Annual General Meeting 2014, the shareholders’ meeting approved the dividend payment by ordinary shares not exceeding in total of shares 30,000,000 at par value of 1 Baht per share to the company shareholders and approval the increase of the company‘s register capital from the existing registered capital of Baht 180,000,000 to the new registered capital of Baht 210,000,000 and paid-up capital of baht 209,998,052.

December 2014 The Extraordinary General Meeting no.1/2014, the shareholders’ meeting approved the decrease of the registered capital from the existing registered capital of baht 210,000,000 to baht 209,998,052 and the increase of the registered capital from registered capital of baht 209,998,052 to baht 314,997,078 to be the source of fund for the acquisition in Pan Orient Energy (Siam) Limited shares.

January 2015 The Company increase paid-up registered capital from baht 209,998,052 to baht 314,996,857 from share issued to existing shareholders.

April 2015 The Annual General Meeting 2015, The Shareholders’ meeting approved the increase of the company‘s register capital 44,999,551 shares at a par value of Baht 1 each for shareholder dividend payment from existing of baht 314,996,857 to registered capital baht 359,996,408 with paid-up baht 359,993,848.

May 2015 The decrease of the registered capital from registered capital of baht 359,996,408 to baht 359,993,848 and the increase of registered capital from registered capital of baht 359,993,848 to baht 379,124,282 by objective of NPC shares acquisition.

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SEA OIL PUBLIC COMPANY LIMITED

Business overview The Company started business by providing fuels and lubricants to vessels such as tankers, fishery boats, and reefer vessels. The Company’s customers were domestic and international. The Company supplied fuels as high speed diesel oil, fuel oil, and lubricants.

The Company mainly supplies fuels and lubricants for marine customers. Since 2010, the Company expanded its business to cover supplying fuels for land customers, factories and land transportation and buses. In addition, the Company also supplies fuels and lubricants to fulfill foreign customers’ needs. The Company’s foreign customers are in Singapore, Laos, Cambodia, and Myanmar, for example.

Fuels supplied are marine fuels, lubricants, and benzene. The Company has no need to invest in fixed assets for its business. When the Company receives customer’s purchase order, it seeks to obtain products from both domestic and foreign oil suppliers. In case customer needs the Company to deliver the products, it hires an independent transporter to deliver to customer’s defined destination. For customers who would like to receive fuels in the sea, the Company hires oil transporter to deliver the product to them. If customer has a ship at a port or a customer on land, the Company hires tank trucks to deliver the product to customer’s defined destination. The Company has a policy to send its inspector on board from loading port to destination to ensure that product specification and quantity is correct, and delivery is on time, so customer feels confident on service delivered.

The Company’s profit derived from the difference between oil cost, including other price-related costs, and selling prices. Since its establishment, the Company has continuous profits annually. During 2012-2014, net profit were 2.27%, 2.96% and 2.86% respectively.

The Company registered as oil trader pursuant to Section 10, which sales quantity of each type or all types of oil is 30,000 metric tons or more annually (approximately 36 million liters) but not more than 100,000 metric tons (approximately 120 million liters). For LPG, the quantity is less than 50,000 metric tons and more than 30,000 metric tons annually, or a trader with storage tank of each type or all types more than 200,000 liters. The quantity of oil sold annually is all fuels imported, purchased, refined, produced, or obtained, excluding quantity procured for legal reserve.

In addition, the Company provides food, raw materials, and other services (supply management) for offshore staff and onshore. As the Company sees the prospect to expand catering and services to this customer segment.

Further, the Company acquired Pan Orient Energy (Siam) Limited in the approximate 49.99% of the total issued and paid-up shares as onshore petroleum exploration and production which located at L53/48 Kampaengsaen district, Nakornprathom with 20 years of production. As invested in related business, the Company extended opportunity to growth in long term oil and gas business.

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SEA OIL PUBLIC COMPANY LIMITED Nathalin Group Structure as of December 31,2015 shown as follow: Nathalin Company Limited Registered Capital 397.2 million baht 50.00%

99.98%

Ethana Offshore Co.,Ltd. Registered Cap. 0.02 million USD

N.A.T. MART Co.,Ltd. Registered Cap. 2.5 million baht

75.00% BSC Management Recruitment Co.,Ltd. Registered Cap. 5.5 M.baht

99.99%

99.99% Thavorn Marine Co.,Ltd. Registered Cap. 7.5 million baht

99.99% United Tankers Co.,Ltd. Registered Cap. 58 million baht

Sea Chem Transport Co.,Ltd.

Registered Cap. 30 million baht

baht 99.99%

33.33% T.I.M. Ship Management (Thailand) Co.,Ltd. Registered Cap. 3 M.baht

99.99%

Nathalin Management Co.,Ltd.

Registered Cap. 1.5 million baht

75.00%

We are ship Management Co.,Ltd.

Registered Cap. 1 M.baht

99.99%

TATE Offshore Co.,Ltd. Registered Cap. 0.02 million USD

99.99%

NW Green Power Co.,Ltd. Registered Cap. 18 million baht

99.99%

NW Solar Co.,Ltd. Registered Cap. 7.4 million baht

99.98%

Sky Solar Power Co.,Ltd. Registered Cap. 10 million baht

Sun Link Power Co.,Ltd. Registered Cap. 1.4 million baht

99.99% Kanchana Marine Co.,Ltd. Registered Cap. 90 million baht

75.00% Taizan Offshore Co.,Ltd. Registered Cap. 0.02 million USD

99.99%

Solar Reform Co.,Ltd. Registered Cap. 81.68 million baht

Sky Reform 2 Co.,Ltd. Registered Cap. 84 million baht

99.97%

99.99%

32.50%

Renergy Solar Co.,Ltd. Registered Cap. 1 million baht

Solar Town Co.,Ltd. Registered Cap. 9 million baht

Solar Valley Co.,Ltd. Registered Cap. 20 million baht

Subpud Energy 1 Co.,Ltd. Registered Cap. 1 million baht

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Subpud Energy 2 Co.,Ltd. Registered Cap. 1 million baht

TOP-NTL Shipping Trust Registered Cap. 1.89 million SGD

Prima Marine Co.,Ltd. Registered Cap. 200 million baht

48.99% 50.00%

51.00%

99.99% Sunny Solar Co.,Ltd. Registered Cap. 7.4 million baht

99.99%

Siam Nathalin Co.,Ltd. Registered Cap. 1 million baht

50.00%

TOP-NTL Pte.Ltd. Registered Cap. 0.02 million SGD

Sky Solar Roof Co.,Ltd. Registered Cap. 9 million baht

99.97%

Registered Cap. 130 million baht

NW Energy Co.,Ltd. Registered Cap. 9 million baht

32.50%

99.97%

Thai Marine Tankers Co.,Ltd.

50.00%

32.50%

NW Resources Holding Co.,Ltd. Registered Cap. 100 million baht

50.00%

99.99%

99.99%

50.00%

99.99%

Singha Tanker Co.,Ltd. Registered Cap. 150 million baht

35.00%

Nathalin Offshore Pte.Ltd. Registered Cap. 1 million SGD

20.01%

Top Nautical Star Co.,Ltd. Registered Cap. 150 million baht

United Offshore Aviation Co.,Ltd. Registered Cap. 80 M.baht

43.78%

N.T.L. Marine Co.,Ltd. Registered Cap. 160 million baht

Khunnathee Co.,Ltd. Registered Cap. 400 million baht

5.13%

3.33% 47.22%

Sea Oil Public Company Limited Registered Capital 360 million baht

100% Sea Oil Offshore Ltd. Registered Cap. 0.03 million USD

100%

75% Sea Oil Petroleum Pte. Ltd. Registered Cap. 1 million USD As of Jan 11,2016

Sea Oil Energy Ltd. Registered Cap. 1 USD

55.00% Winchai Co.,Ltd. Registered Cap. 5 million baht

99.99% Nathalin Welstar Energy Co.,Ltd. Registered Cap. 100 M.baht

Transportation Business Ship Management Business Alternative Energy Business Fuel Trading Business Other

As of December 31, 2015

SEA OIL PUBLIC COMPANY LIMITED The Company is a subsidiary of Nathalin Company Limited (“Nathalin). Nathalin Group’s business is associated with oil transportation by vessel. Nathalin Company Limited has provided oil transport by sea for more than 29 years. The Company is the only company in Nathalin Group to run fuel sale business. Nathalin has an anti-competition agreement with the Company in order to confirm that Nathalin, whose business, conflict-prone personnel, and relevant persons, according to the Announcement of the Securities and Exchange Commission on the Definitions in the Announcements Concerning Issuance and Sale of Stocks, will limit its business and agrees not to run business or control over legal persons whose business is similar to and/or is competitive against the Company’s current supply management business, including new business in the future. Nathalin will notify and monitor its conflict-prone and relevant people to ensure they are aware of and comply with the agreement. The agreement sets forth penalty against Nathalin should it be violated.

Investment in related company At of 31 December 2015, the Company‘s investment in Khunnatee Company Limited (a company in Nathalin Group whose business is marine petroleum transportation business) of which the value of cost approach was THB 310.61 million or 3.33% of the whole Issued and paid-up capital of Khunnatee Company Limited.

Investment in subsidiary company At of 31 December 2015, the Company‘s Financial Statement, the Company’s investment in subsidiaries as the value of cost approach was THB 1,332,229 consisted as; Investment in Sea Oil Energy Limited, Bermuda, valued baht 32 (1 US dollar), 100% of fully registered capital as issued and paid-up capital.

Investment in Sea Oil Offshore Limited, Labuan, Malaysia, valued baht 977,400 (30,000 US dollar), 100% of fully registered capital as issued and paid-up capital.

Investment in Sea Oil Petroleum Pte. Ltd., Singapore, total 10,000 shares at a par value of USD 1 each with total valued baht 354,797 (10,000 US dollar), 100% of registered capital at of 9 December 2015. The Company increase investment in this subsidiary with advance share paid-up 740,000 shares at a par value of USD 1 each as total baht 26,617,800 (740,000 US dollar). The increasing paid-up capital finished at 11 January 2016 as total investment 750,000 shares at a par value of USD 1 each (750,000 US dollar), 75% of the whole Issued and paidup capital. The Company proposed share to Singaporean as 250,000 shares at a par value of USD 1 each total baht 8,992,500 (25,000 US dollar) with fully paid-up valued.

Investment in Joint Ventures At of 31 December 2015, the Company and subsidiaries invests in Joint Ventures with boon value of the equity valued 1,341.93 million baht as Sea Oil Energy Limited acquires share of Pan Orient Energy (Siam) Limited (“POES”) on February 2015, with petroleum exploration and production in Thailand as total 9,863 shares in approximate 49.99% of the total issued and paid-up capital.

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SEA OIL PUBLIC COMPANY LIMITED Organization of the Company and subsidiaries at of 11 January 2016 Sea Oil Public Company Limited Registered Capital 360 million baht 100%

100%

75%

Sea Oil Offshore Ltd. Labuan, Malaysia

Sea Oil Energy Ltd. Bermuda

Sea Oil Petroleum Pte. Ltd. Singapore

Registered Capital 0.03 million USD

Registered Capital 1 USD

Registered Capital 1 million USD

49.99%

Pan Orient Energy (Siam) Limited Bermuda

Policy and Business Goal The Company expects continuous marine and in-land business growth, focusing on improving product quality and customer service as so to remain the leading oil and lubricant distributor. The Company believes that with strengthen customer relationship, sale volume tend to increase in the future. Moreover, the Company focuses on personnel and organizational development to achieve highest efficiency by good governance and ethics, as well to build business alliance with objective to become expert in fuel market, realize to become a leader of marine fuel oil, international oil trade, and raw material and service provision business.

In marine oil trader business, the Company plan to expand customer to cover large cargo vessel and fleets and also to provide extra services to both vessel and offshore. The Company seek the potential to propose sales to International trader customer who is our market capacity to raise revenue and company profit.

In Addition, the Company plan to influence supply management, catering and services and general supply business to meet customers’ needs, which are necessary services for offshore and onshore.

Petroleum exploration and production is the Company’s new prospect while this is in line with oil and gas business. This opportunity provide company income and might pose the Company from downstream to upstream in oil and gas business successor.

Business Strategies The Company has experience for more than 18 years in supply fuel and lubricant to vessel, with executives and staff expertise in oil trading and product specialist. The Company strictly set self to perform high quality standard as product supply and delivery procedure so customers can ensure on the accurate of product specification, quality and delivery punctuality on their purchase. As the Company has no fixed assets, unnecessary cost and other operating cost did not counted. Specialized operators as bunker and land transporters, were perform under high level service to maximize cost effective with appropriate operating cost. Simultaneously, the Company can worth from resources management rather to possess own asset with cost concerned. The Company extensive relied on continuously improvement and service operation to maximize customer satisfaction and company reliability.

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SEA OIL PUBLIC COMPANY LIMITED

Nature of Business The Company has 2 core business which are: 1. Supplies Marine Bunker Fuel and Lubricant products to domestic and international shipping vessels and fuel supply to in-land customers.

2. Provides Catering and Housekeeping service and general supply to Oil & Gas Exploration business both offshore and onshore (Supply Management).

Revenue Structure The Company and subsidiary’s main revenue is from fuel and lubricant sale both marine and Jobber (inland).

The Company entered to Catering and Service for drilling crew on accommodation barge in Oil & Gas Exploration in July 2011 and started General Supply in September 2012. The Company was revenue increased every year as follow: 2013

2014

2015

(Unit: Million Baht) Value % Value % Value % Revenue from goods sold 2,600.67 95.55 2,811.75 91.17 2,552.17 90.94 2,485.93 91.34 2,794.40 90.61 2,451.33 87.35 - Marine 114.74 4.21 17.35 0.56 100.84 3.59 - Jobber (Inland) Revenue from rendering of services 115.68 4.25 259.83 8.42 217.11 7.74 Other income * 5.37 0.20 7.58 0.41 37.03 1.32 Total 2,721.72 100.0 3,079.17 100.0 2,806.31 100.0 * Including gain on foreign exchange, dividend income, interest income from late payment fees, and others.

Description of Products & Services 1). Marine Bunker Fuel and lubricant business The Company sells fuel and lubricant upon specific requirements of clients. Upon receiving order from clients, the Company will supply products according to requirements of clients obtained from major oil producers or traders, for example PTT Plc., The Shell Company of Thailand, Bangchak Petroleum Plc., Chevron Thailand, IRPC Plc. and Thaioil Plc. In case that clients require transportation service, the Company will hire qualified independent transporters to deliver the products to the specified destination. Bunker barge will carry products to the clients anchored off the coast.

For the clients anchored at sea port, truck or bunker barge will be used to deliver products. Truck is also used as vehicle to carry product to the onshore clients. The followings are products that the Company sell:  Marine Fuel:  High Speed Diesel  Fuel Oil  Gasoline Page 19

SEA OIL PUBLIC COMPANY LIMITED  Lubricant Products:

Engine oil, gear oil, hydraulic oil, main engine oil, turbine & compressor oil, etc.

Revenue from goods sold by product as follows:

Fuel Sale Revenue by Product Year 2015 (Unit : Million Baht) 83.41 M.baht 3.27% 284.12 M.baht 11.13%

High Speed Diesel Fuel Oil

1,623.83 M.baht 63.63%

Gasoline Lubricant & others

560.81 M.baht 21.97%

Revenue from Goods Sold (Unit : Million Baht) Fuel Products - High Speed Diesel - Fuel Oil - Gasoline Lubricant & Others Total

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2013 Value 2,571.91 1,133.02 873.93 564.95 28.76 2,600.67

2014 % 98.89 43.57 33.60 21.72 1.11 100.00

Value 2,787.05 1,220.94 1,042.40 523.71 24.70 2,811.75

2015 % 99.28 43.49 37.13 18.66 0.72 100.00

Value 2,468.76 1,623.83 560.81 284.12 83.41 2,552.17

% 96.73 63.63 21.97 11.13 3.27 100.00

SEA OIL PUBLIC COMPANY LIMITED Sale Quantity by product as follow:

Sale Quantity by Product Year 2015 (Unit : Million Litre) 4.13 M.Litre 3.01% 14.62 M.Litre 10.66%

77.21 M.Litre 56.30%

Fuel Oil Gasoline

41.17 M.Litre 30.02%

Sale Quantity Unit : Million Litre Fuel Products - High Speed Diesel - Fuel Oil - Gasoline Lubricant & Others Total

High Speed Diesel

2013 Quantity % 99.36 99.64 39.89 40.00 38.20 38.31 21.27 21.33 0.36 0.36 99.72 100.00

Lubricant & others

2014 Quantity % 110.43 99.64 43.55 39.29 47.99 43.30 18.89 17.04 0.40 0.36 110.83 100.00

2015 Quantity 133.00 77.21 41.17 14.62 4.13 137.13

% 96.99 56.30 30.02 10.66 3.01 100.00

2). Catering & Housekeeping Service, General Supply and other services  Catering & Housekeeping service provided for drilling crew on board offshore accommodation barges and accommodation rigs and offshore & onshore oil field.

The Company provides catering service as well as remote food for residents/visitors, cleaning and laundry on the assigned accommodation barge. The Catering and Service is awarded to the Company by Nathalin Offshore, the related company, who owns concession to provide the accommodation barge. The Company, then, sub-contracts to Hadsadin Catering Co., Ltd (“Hadsadin”) who renders Catering and Service.

Currently, the Company is qualified in the PTTEP’s vendor list to provide Catering and Service, thus, it is able to enter into the bidding for Catering and Service by its own bidding. As PTTEP’s certified vendor for Catering & Housekeeping Service.

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SEA OIL PUBLIC COMPANY LIMITED In July 2013, The Company had received contract for Catering and Housekeeping Service at PTTEP production Station, Sirikit Oil Field at Lankrabue, Kampaengphet Province.

In February 2014, The Company had received contract from PTTEP for Offshore Catering, Laundry, Cleaning and Housekeeping Services and appointing it as a catering and service provider for its staff stationed at oil drilling rigs in the sea.

The Company, thus, sub-contracts to Hadsadin who renders Catering Service with experienced personnel, equipments and facilities to provide qualified Catering & Housekeeping Service.  Supply of raw material, provision and other services (General Supply) As an expansion of Catering and Service business, the Company acts as a supplier for raw materials, foods, provision and other services to vessels and offshore oil & gas exploration business customers who constantly require those products for their operation.  Distribution Channel Fuel Products: SEAOIL supplies and distributes fuels and lubricant products through two main channels which are marine fuel distribution and inland (Jobber) distribution.  Marine fuel distribution:  Domestic supply to all kinds of ships in Thailand  International supply to all kinds of vessels running on international shipping routes  External distribution to customers’ vessels needing fuel supply abroad  Inland (Jobber) distribution to local industries, land transportation fleets, passenger vehicles, etc.

The Company’s revenue from fuel and lubricant sale by distribution channels as follows:

Fuel Sale Revenue by Distribution Channel Year 2015 (Unit : Million Baht) 100.84 M.baht 3.95% Domestic 761.31 M.baht 29.83% 1,474.87 M.baht 57.79% 215.15 M.baht 8.43%

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International External Jobber

SEA OIL PUBLIC COMPANY LIMITED

Sale Revenue (Unit : Million Baht) Marine - Domestic - International - External Jobber Total

2013 Value 2,485.93 1,542.33 304.88 638.72 114.74 2,600.67

2014 % 95.59 59.31 11.72 24.56 4.41 100.00

Value 2,794.40 1,512.50 440.87 841.03 17.35 2,811.75

2015 % 99.38 53.79 15.68 29.91 0.62 100.00

Value 2,451.33 1,474.87 215.15 761.31 100.84 2,552.17

% 96.05 57.79 8.43 29.83 3.95 100.00

Supply Management  Catering and service provided offshore for drilling crew on board accommodation barges and accommodation rigs in the Gulf of Thailand as well as onshore oil field.  General supply to domestic, international vessels and external vessels, including offshore oil & gas exploration in the Gulf of Thailand.

Target Group Marine fuel and lubricant business Target groups for this business are all types of vessel e.g. tanker, cargo vessel, fishery vessel and vessel used in oil & gas production and exploration (crew boat and supply & service boat). The company sells products to both end users and wholesalers who then resell them to various types of vessel.

Onshore fuel and lubricant business Industrial factory and other businesses such as passenger bus and various size of transporter are target groups of this business. The Company also sells products to wholesaler.

Fuel & Lubricant Sale Quantity by Customer Group as follows: 2013 2014 2015 (Unit: Million Litre) Quantity % Quantity % Quantity % Marine 74.21 94.60 91.27 99.27 113.15 92.34 Tanker 24.64 31.41 29.35 31.92 67.01 54.69 35.02 44.64 38.06 41.40 15.54 12.68 Oil & Gas Supply Boat 14.55 18.55 23.86 25.95 30.60 24.97 Other Vessels Jobber 4.24 5.40 0.67 0.73 9.38 7.66 Total 78.45 100.00 91.94 100.00 122.53 100.00 Remark: Excluding Gasoline sale quantity to external customer Page 23

SEA OIL PUBLIC COMPANY LIMITED

Catering and Service business Accommodation barges and rigs located in Gulf of Thailand and Andaman Sea as well as onshore oil fields are target group of the Company for this business.

General Supply business This business shares the same target groups of client with marine fuel and lubrication business which are vessels with both local and international route as well as crew boat and supply & service boat including onshore oil field with no Catering and Service available. These groups of client require cooking ingredients, foods, provision and other services for their staff who in charge on vessels and rigs.  Sources of Supply Fuel Products The Company approaches major petrol producers or suppliers in order to procure from them fuel products that meet the requirements and standards as agreed upon with its clients. The Company orders and purchases fuel from large local suppliers such as PTT Plc., the Shell Company of Thailand Ltd., Chevron (Thailand) Co., Ltd., Bangchak Petroleum Plc., IRPC Plc., etc. for both marine and in-land customers.

Catering and Service The Company has engaged an outsourced provider, which is well prepared in terms of service venue and equipment such as cold storage rooms, warehouses, refrigerated containers, general containers, trucks, and well-trained personnel who meet customers’ requirements and standards and have specialized skills, to render around-the-clock services.

General Supply The Company renders services in procuring cooking ingredients, food supplies, provision and other services that meet customers’ requirements from suppliers of various merchandises (“suppliers”). The Company receives orders from customers and passes the orders on to the suppliers to prepare, procure and deliver the ordered goods to the destinations instructed by customers.  Competition  Fuel Distribution There are a number of marine fuel suppliers in Thailand, which could be categorized into two major groups as follows: 1. Petrol producers comprising PTT Plc., Chevron (Thailand) Co., Ltd., the Shell Company of Thailand Ltd., Bangchak Petroleum Plc., IRPC Plc., etc.

2. Petrol traders

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SEA OIL PUBLIC COMPANY LIMITED SEAOIL has been a trade partner of the above oil producers. By accumulating orders from several retail customers, the Company can place a big lot of purchase orders with those producers and, hence, can procure fuel at a low cost and earn a profit from its fuel distribution.  Catering and Service There are four providers of catering and service to accommodation barges, oil & gas rigs and accommodation rigs, In employment of a catering and service provider, operators of oil & gas rigs, accommodation rigs or accommodation barges will invite service providers with sound track records to submit bids and will select the one that offers the most attractive price and best terms and conditions. Thus, factors crucial to such employment decision are pricing, track records and financial soundness of service providers.  General Supply Customers select a provider of general supply based on their good business relationship, reliable track records, and offering of quality products at a reasonable price. As such, competitive advantages for service providers lie in their good relationship with customers and cost-effective product procurement.

Environmental Impacts The Company gives importance to environmental preservation. In delivering fuel to the destinations assigned by customers, the Company employs transporters which use standard vehicles and equipment to ensure no spill of fuel occurs in the process of loading at depots, during transportation and during discharging at destinations. The Company also requires that the transporters implement measures for environmental protection and have equipment and chemicals for oil spill clean-up readily available on their transport vehicles. In the event that a fuel spill inevitably occurs, the transporters shall be held liable for the environmental pollution and the cost of remedy or compensation. Furthermore, the Company makes its utmost effort to control and ensure all vehicles, including tools and equipment thereon, used by the transporters meet the standards to avoid oil spills into the environment.

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SEA OIL PUBLIC COMPANY LIMITED

Risk Factors 1. External Risk Factor Risk from oil price fluctuations Oil prices fluctuate from factors as supply and demand of the market, each country's oil reserves, climate or season and oil production policies of OPEC countries. World oil prices in 2015 fluctuated and declined steadily which impact on company sales revenue, but not significantly effect to company profit. Since the Company strictly on pricing policy as Cost Plus Pricing Method. Further, the Company's customers are mainly marine bunker both in country and overseas, industrial and entrepreneur businesses sector which those are essential oil consumer on continuously business operations. The Company believes that the volatility of oil prices does not directly affect the fuel consumption of its customers.

Risk from interest rate fluctuations The Company may be exposed to interest rate increases which impact on financing costs, financial position and business performance. The company currently has a working capital both in short-term and long-term. On the Company's risk management policies, focused on cost management to be align appropriate with its business, margins on sales according to the financial cost. So the interest expense was offset by the gross profit from sales then the company is not directly affected by fluctuations in interest rates.

Risk from foreign exchange rate The Company carries costs in foreign currencies from its fuel imports from overseas suppliers or traders and also from employment of independent surveyors. It has executed forward contracts in full amount with local commercial banks in a bid to hedge against foreign exchange risk that could affect its performance. Moreover, the Company recognizes revenues in foreign currencies from fuel distribution and transportation services to vessels running on international routes or non-Thai marine vessels, and has likewise executed forward contracts in full amount with local commercial banks.

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SEA OIL PUBLIC COMPANY LIMITED 2. Risk Associated with the Company’s Business Operation and Activities (Internal Risk Factor) Risk from delay in collection of payments or debts from customers The Company has a policy to distribute fuel and lubricant products by granting credit terms to customers.

The Company could be exposed to risk involved with customers’ default on payment for goods and services or their late payment of debt.

The Company has formed a Credit Committee, consisting of its Managing Director, Finance & Accounting Department Manager, Sales Department Manager, and Customer Service Department Manager, with duties to consider and approve a credit line and credit term for new customers and a review of existing credit line and credit term; to monitor the follow-up and collection of loans in arrears; and to decide on taking legal action against defaulting customers according to the guideline set forth. The Credit Committee also keeps abreast of an aging report on a monthly basis to closely monitor debt payment by the individual customers. When there is any overdue debt arising, the Credit Committee will monitor and ensure that such debt is collected from the defaulting customer and progress on debt follow-up is reported to it. The Credit Committee has set out a guideline on overdue debt solutions including, among others, negotiation with customers for debt payment by installments, request for additional collateral, etc.

Risk from reliance on parent company 1) Sales of goods and services The Company has a major shareholder, Nathalin Co., Ltd. which owns a 47.22%. In 2013-2015, the Company generated income from sales of goods and rendering of services to Nathalin Group in an amount of Baht 404.47 million, Baht 592.68 million and Baht 326.46 million respectively, representing 14.89%,19.30% and 11.79% of its total revenues from sales of goods and rendering of services respectively. The Company adopts a pricing policy to Nathalin Group in the same manner as that applicable to its customers in general. The Company has expanded its customer base to other customer groups such as domestic and international Bunker, Non-Thai vessels, Supply Tug and etc. Simultaneously, the Company focus on maintaining good relationships with existing customers and seek for opportunities to increase the number of new customers to continuously maximize revenue and profit as well.

2) International fuel transportation The Company hires tanker from Nathalin Group to transport fuel from foreign supplier in foreign country to destination in other foreign country because Nathalin Group’s tanker is suitable to internationally transport high volume of fuel. For 2013 to 2015, the Company hired Nathalin Group’s tanker equivalent to transportation cost of THB 17.96 million, THB 17.55 million and THB 18.32 million, respectively, for sales of fuel that hires tanker from Nathalin Group equivalent to 21.72%, 18.63% and 14.48% of total sale of fuel and lubricant, The Company always compares transportation cost, quality and reliability of service before hiring transporter. Reason of hiring Nathalin Page 27

SEA OIL PUBLIC COMPANY LIMITED transportation, Nathalin is the largest and reliable vessel and bunker fleets, who specialize in oil transportation with various vessel supply sources.

Risk from market competition and new entrants There are a lot of existing players in marine fuel business, thus being conducive to intense competition especially in pricing. Since marine fuel distribution business does not require huge investment in fixed assets, it is easy for new players to enter the market. A key factor to successful marine fuel supply business is sales force that could maintain a strong client base and good relationship with oil suppliers. The Company therefore gives importance to its employees, deemed as an important resource to business operation, by offering reasonable compensation and providing regular training to enhance their knowledge and capability. The Company and Nathalin Group have had years-long experience and expertise in marine fuel transportation and distribution business and have maintained longstanding relationships with oil producers as well as other peer companies. Accordingly, the Company is able to purchase fuel in a large quantity at a competitive price. With a longtime presence in the marketplace, the Company has been committed to maintaining quality of products and services, notably its fuel quality that meets the standard required by Department of Energy Business, and providing convenience for customers, thereby ensuring its trustworthiness among its customers.

Risk from reliance on a major oil supplier The Company procures fuel from several producers and suppliers, whose selling prices are about the same and are based on the market price. Its procurement from PTT Plc. (“PTT�), the largest oil firm in Thailand, is the highest when compared with its procurement from other suppliers, making up 46.24%, 45.50% and 36.02% of total value of its fuel procurement in 2013-2015 respectively. The huge volume of its procurement from PTT enables the Company to receive a competitive price and rest assured of fuel supply from PTT in the event of oil shortfall.

Nevertheless, the Company also procures oil from other producers and traders. Before placing purchase orders, its sales staff will compare daily selling prices quoted by at least two producers and traders. Procurement decision is made based on factors such as nature of products, prices, distance of fuel transport to the destination agreed with its customers, etc.

Risk from hiring of a few number of oil transporters for each distribution channel As per present Transportation Regulations, the Fuel Oil tanker with size bigger than 500 Ton gross shall be double hull. It causes insufficient tankers in the market. However, the Company has engaged several service providers to support our sales, including raising transporter selection standard by conduct service and performance evaluation on every product delivery to be certain in best quality delivered to customer.

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SEA OIL PUBLIC COMPANY LIMITED Risk from reliance on a subcontractor for catering and Housekeeping service to Oil & Gas Exploration business The Company has supplies Catering and Housekeeping Service and general supply to Oil&Gas Exploration business both offshore and onshore. The Company has then subcontracted Hadsadin Catering Co., Ltd. (“Hadsadin” ), which has years-long experience in this business, to provide the service for the employer. The Company could thus be exposed to risk if in the future Hadsadin is unable to render the service or no longer partners with the Company in the expansion of catering and service business and the Company cannot undertake this business on its own.

The Company and Hadsadin have maintained a longstanding mutual relationship and strategic partnership.

We both developed standards for food service, cleaning and laundry, as well as standards of safety, health and environment (SSHE: Security Safety Health and Environment) in accordance with the requirements and standards of both domestic and international Oil&Gas business provider to sustain quality performer on Catering and Services ability.

Risk from impacts of being classified as a fuel trader under Section 7 At present, the Company is registered as a fuel trader under Section 10 of the Fuel Trade Act B.E. 2543, which is defined as fuel trader having trade volume per year of each type of fuel or all types altogether less than 100,000 metric tons (around 120 million liters) but more than 30,000 metric tons (about 36 million liters), excluding external distribution of fuel procured overseas.

In 2013-2015, the Company’s domestic sales of fuel and lubricant products were in an aggregate amount of 75.62 million liters, 7 8.30 million liters and 91.95 million liters ( excluding external distribution of fuel procured overseas). If in the future the Company increases its sales volume to exceed120million liters (based on its current distribution, the Company is still capable of expanding its fuel sales by about 30%), the Company will then have to register as a fuel trader under Section 7 whereby it will be required to make fuel legal reserve at 6% of its annual trade volume, excluding external distribution of fuel procured overseas. As such, the Company will have to invest in a fuel storage location or hire other party to store the reserve fuel for it, thus likely affecting its cash flow and working results.

However, the Company has a policy to expand its fuel sales to international customer segment and external customer segment procured overseas, but fuel distribution through external customers is not incorporated into fuel trade volume under the said Section.

Risk from significant influence of major shareholders to its company and minority shareholders As at December 31, 2015, Nathalin Co., Ltd. and persons under Section 258 will acquire a total of 58.33% of the Company’s total issued and paid-up capital. Hence, they will continue to be a major shareholder owning more than half of total shares and having control power on crucial decisions that require a majority voting, except Page 29

SEA OIL PUBLIC COMPANY LIMITED for issues required by laws or the Company’s Articles of Association to be approved by not less than three-fourths of total votes at the shareholders’ meeting such as capital increase, capital decrease, partial or entire disposal or transfer of business, etc. As such, other shareholders could risk being unable to collect enough votes to exercise checks and balances over matters proposed by the major shareholder for consideration at a shareholders’ meeting.

Moreover, the Company clearly defined scope of authority of Board of Directors, Audit Committees and Executive Committees and standard. If the Company has a need to do any transaction with a person who may cause conflicts of interest. The company will strictly follow the approval of the transaction and the terms of the Securities and Exchange Commission, Capital Market Commission and The Stock Exchange of Thailand. The person who may have conflicts of interest will not be entitled to vote on the transaction. By the regulatory policy, this is to protect the rights of minority shareholders, such as the disclosure of important information to shareholders through various channels. The opportunity of shareholders to propose to the shareholders' meeting and to nominate candidates to be considered for appointment as Directors.

Risk of New Project Investment Currently, the company has invested in new projects both domestic and abroad to extend in relevant business operation which each project had been considered as a potential project, consistent with company goals and business strategies. All can generate a reasonable return on risk tolerance through analysis, feasibility and risk assessment prior to investing. Investment in new projects may cause uncertainty both in risks and opportunities.

The Company determined risk management and preventive on project investment to meet the objective start from set up investment policy, consider the investment steps, to hire specialized on project management, information technology (IT) to help support the business effectiveness and efficiency on project operations, closely tracking and report the implementation of projects invested. However, if any project investment may risk the return, whether caused by internal or external factors. The Company will take an action to reduce the impact of such risks occur.

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SEA OIL PUBLIC COMPANY LIMITED

Capital Structure Securities As of December 31, 2015, The Company had a Registered Capital 379, 124, 282 Baht, divided into 379,124,282 Ordinary Shares, 1 Baht each and Paid-up Capital 359,993,848 Baht, divided into 359,993,848 Ordinary Shares, 1 Baht each.

Shareholder The shareholder name list of Company as of 25 January 2015 (Register Book Closing Date) counted to all shareholders that concerning in section 258 of the Securities and Exchange Act B.E. 2535 as follows: Shareholder Name

1. Panboonhom Group 1.1 Mr. Churdchoo Panboonhom and wife 1.2 Ms. Neeracha Panboonhom 1.3 Ms. Paleerat Panboonhom 1.4 Nathalin Company Limited 2. Mr. Apisit Rujikeatkamjorn 3. Ms. Viorn Tongtaeng 4. Thai NVDR Company Limited 5. Mrs. Dararay Ratanachaiwan 6. Ms. Kaetsarin Urnpongcharoensuk 7. Mrs. Petcharat Tongtaeng 8. Mr. Terdsrongchai Puttisri 9. Mr. Suraphon Meesathien 10. Mr. Prompong Chaisrisawatsuk Other Shareholder Total

Capital Structure Amount % 213,537,343 59.31 40,000,332 11.11 3,000,000 0.83 537,413 0.15 169,999,598 47.22 10,020,000 2.78 5,391,142 1.50 4,844,665 1.35 4,008,548 1.11 2,384,881 0.66 2,108,571 0.59 2,066,500 0.57 1,999,998 0.56 1,999,998 0.56 111,632,202 31.01 359,993,848 100.00

The Majority Shareholder had a power to determine the policy or the company’s process.

Nathalin Company Limited who is a Majority Shareholder presented 4 directors as Mr.Prompong Chaisrisawatsuk, Mr.Suraphon Meesathien, Ms.Neeracha Panboonhom and Acting Sub Lt. Chanwit Anakkul.

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SEA OIL PUBLIC COMPANY LIMITED Other Securities SEAOIL’s Debenture no.1/2015 have term to maturity in 2017 for be sold offering to Institution Investor or Majority Investor. Detail of Debenture Bond as follow: Debenture Issued value Non-maturity value No. (Million Baht) (Million Baht) 1/2015

1,000

1,000

Issued Date

Maturity Date

17 September 2015 15 September 2017

Coupon Rate (%) 5.35

Dividend Policy The Company has a policy to pay dividend at not less than 30% of net profit after corporate income tax and all reserves as required by law and as set out in the Company’s Articles of Association. The Board of Directors has authority to approve dividend payment by taking into consideration various factors in the interests of the shareholders such as fund reserve for loan repayment, investment plan for business expansion, or for boosting of cash flow in the event of impacts from changing market condition. The Board of Directors’ resolution for the dividend payment shall be subject to approval from the shareholders’ meeting, unless it is an interim dividend payment which the Board of Directors has the authority to approve and then report to the next meeting of shareholders for acknowledgement.

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SEA OIL PUBLIC COMPANY LIMITED

Management Structure Organization Chart as of December 31, 2015 follows as:

Board of Director

Executive Committee

Audit Committee

Managing Director Company Secretary Office / Investor Relation

Internal Audit *

Deputy Managing Director

Sales Department

Customer Service Department

QA & CRM Department

Financial & Accounting Department

Public Relations * Human Resource *

Accounting Finance & Administration

Management Information System *

Remark * The Company used outsource organization about Internal Audit, Human Resource Department (HR) Management Information System (MIS) and Public Relation (PR)

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SEA OIL PUBLIC COMPANY LIMITED The Company Organization consisted of the Board of Directors and sub-committee as the Audit committee, The Nomination and Remuneration Committee and The Executive Committee. The Director structure has 8 persons that appropriate with sized business. The Director structure consisted non-executive director 7 persons and executive director 1 person as follows: The Board of Directors As of December 31, 2015, the Board of Directors are 8 directors as follows:Name 1. Mr.Apisit Rujikeatkamjorn 2. Mr.Taweep Soontornsingha

3. Assoc.Prof.Dr.Ruth Banomyong 4. Dr.Chalermwit Chimtragoon 5.

6.

7.

8.

Mr.Suraphon Meesathien Mr.Prompong Chaisrisawatsuk Acting Sub Lt. Chanwit Anakkul Ms.Neeracha Panboonhom

Position Chairman Vice Chairman / Independent Director / Member of Audit Committee / Chairman of Nomination and Remuneration Committee Independent Director / Chairman of Audit Committee Independent Director / Member of Audit Committee / Member of Nomination and Remuneration Committee Director / Member of Nomination and Remuneration Committee Director Director Director / Member of Executive committee

The Authorized directors of the company are Mr.Apisit Rujikeatkamjorn, Mr.Suraphon Meesathien, Mr.Prompong Chaisrisawatsuk and Ms.Neeracha Panboonhom. 2 of 4 directors co-sign with company seal Company Secretary: Mrs. Saowanee Sutthitham 1.

2.

3.

4.

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Scope of authority and duty of company board To supervise and determine significant policy of the company such as main policy of business operation, financial policy, fund raising, capital management, and risk management policy etc.

To supervise and manage the company to practice following the law, objectives and regulations of the company including the resolution of shareholder's meeting and company board. To take operations in the company, board must do duty with responsibility, awareness and honesty.

To consider and approve essential matters that are involved in company's operation such as vision, mission, policy, business strategy, operation plan, financial target, investment project and company budget.

To supervise normal operation of the company and supervise executive section to take actions following vision, mission, policy, business strategy, operation plan, financial target and company's budget determined effectively and efficiently and for utmost benefit of the company and shareholders.

SEA OIL PUBLIC COMPANY LIMITED 5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

To provide accounting system, financial report system including make internal control system available and it must be efficient and effective.

To acknowledge the important audit report of audit committee or internal audit sector including auditor and consultants of the company and has duty to determine guidelines for improvement in case significant deflects are detected including follow up the result of deflect revision.

To make an annual report and be responsible for making and disclosing financial budget to show financial status and operation result in a previous year to present in the shareholders' meeting.

To supervise and provide the mechanism of governance so that the conflict of interest will not occur between stakeholders and the company.

To consider and approve including give opinions to propose in the shareholder's meeting to consider approving significant transaction with the company and take actions that are relevant according to terms and conditions and principles the law/ regulations and /or rules determine.

To recruit people who have knowledge, ability, experience and quality determined by the law and regulations to propose in the shareholders' meeting to appoint them as company board.

To consider and determine the criteria of paying compensation of committee and chief executive officer by considering from works in the past, quality, ability and experience etc.

To consider reasonable amount of compensation of committee board as specified to propose at meeting for consideration and approval.

To appoint executive committee and appoint one of committee to take position of managing director including determine limits of authority, duty and responsibility of executive committee and managing director.

To select and appoint sub-committee or those who have competency and experience as company board see qualified to take position of committee in sub-committee including determine authority, duty and responsibility of sub-committee.

To appoint and/or give authority to board or anyone to have authority taking any actions that are under scope of board authority as company board agrees. The company may cancel, terminate or revise such authority.

To in case assigning one of committee or many people or others to take any operations instead of company board, those who are assigned must not have authority to approve the list such people or those who have conflict (“those who may have conflict” means as defined in the notice of Securities and Exchange commission (“ notice of SEC”) or Capital Market Supervisory Board) may have interest or conflict of benefit in any other ways with the company except it is an approval of the list that follows policies and principles approved by shareholders or company board meeting.

To appoint board or people who have qualification, competency and experience as the company board to be company secretary.

To supervise disclosing data that is related to the company correctly, completely, punctually and transparently through accessible data.

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SEA OIL PUBLIC COMPANY LIMITED 19.

To has an authority to consider and approve any matters that are necessary and related to the company or seen reasonable for company's sake.

In case any committee have an interest or conflict on benefit, such committee will have to authority no approve such operation with the company or subsidiaries as determined by the Office of Securities and Stock Exchange Commission or Capital Market Supervisory board and/or the Stock Exchange of Thailand.

In addition, the committee has duty to supervise the company to act following the law of securities and Exchange, regulations of the Stock Exchange or Notice of SEC, Notice of Capital Market Supervisory Board or law related to the company's business.

Audit Committee As of 31 December 2015, The member of Audit Committee are 3 independent directors as follow:Name 1. Assoc.Prof.Dr. Ruth Banomyoung 2. Mr.Taweep Soontornsingha* 3. Dr.Chalermwit Chimtragoon

Position Chairman of Audit Committee Member of the Audit Committee Member of the Audit Committee

* Mr.Taweep Soontornsingha is an Audit Committee member who has knowledge and experience in accounting and finance

Secretary of the Audit Committee: Mrs.Saowanee Sutthitham The Audit Committee is the independent directors who are appointed by the Board of Directors for support the corporate governance of the company’s business especially the process of financial reports, internal control system, internal audit system and the Company’s compliance with the law to develop efficiency of business operating by the scope of authority and duty in accordance with the charter as follows:Scope of authority and duty of the Audit Committee 1. Review the Company's financial report to ensure accuracy and adequacy.

2. Review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient, to determine and internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of and internal audit.

3. Review the Company's compliance with the law on securities and exchange, the Exchange’s regulations, and the laws relating to the Company business.

4. Consider, select and nominate the independent person to be the Company’s auditor, and to propose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year.

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SEA OIL PUBLIC COMPANY LIMITED 5. Review the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the Exchange’s regulations, and are reasonable and for the highest benefit of the Company.

6. Prepare and disclose an audit committee’s report in the Company’s annual report which must be signed by Chairman of Audit committee and consist of at least the following information : (1) an opinion on accuracy, completeness and creditability of the Company’s financial report, (2) an opinion on the adequacy of the Company’s internal control system, (3) an opinion on the compliance with the law on securities and exchange, the Exchange’s regulations, or the laws relating to the Company‘s business, (4) an opinion on the suitability of and auditor, (5) an opinion on the transactions that may lead to conflicts of interests, (6) the number of the audit committee meetings, and the attendance of such meeting by each committee member, (7) an opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter, (8) other transactions which, according to the audit committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company’s board of directors.

7. In its performance of duties, if it is found or suspected that there is a transaction or any of the following acts which may materially affect the Company‘s financial condition and operating results, the audit committee shall report it to the board of directors for rectification within the period of time that the audit committee thinks fit: (1) a transaction which causes a conflict of interest, (2) any fraud, irregularity, or material defect in an internal control system, (3) an infringement of the law on securities and exchange, the Exchange’s regulations, or any law relating to the Company’s business 8. Perform any other act as assigned by the Company’s board of directors, with the approval of the audit committee.

The Audit committee report to the Board of Director directly and the audit committee have 2 years term for holding office from appointment date. The member of audit committee who retired by rotation is eligible for reappointment.

Nomination and Remuneration Committee The Board of Directors Meeting No. 2/2015 held on February 25, 2015 has approved the appointment of the Nomination and Remuneration Committee with the responsible in defining guidelines and policies for nomination

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SEA OIL PUBLIC COMPANY LIMITED and remuneration of directors and committees. Whoever appointed are the appropriate and transparent, including recruit, select and offer the right person for the position of Board of Director and committees. According to perform responsibility as assigned and presented to the Board of Directors and / or the shareholders' meetings. The Company has 3 members of this committees as follow:Name 1. Mr.Taweep Soontornsingha 2. Mr.Suraphon Meesathien 3. Dr.Chalermwit Chimtragoon

Position Chairman of Nomination and Remuneration Committee Member of Nomination and Remuneration Committee Member of Nomination and Remuneration Committee

Secretary of Nomination and Remuneration Committee: Mrs. Saowanee Sutthitham Scope of authority and duty of the Nomination and Remuneration Committee 1. Nomination (1) Consider organization structure and composition of the Board of Director to be appropriate with business environment.

(2) Setting guidelines and policies in nominating Board of Directors and other sub-committee members by considering what would be the appropriate number, structure and composition of members, and outlining necessary directors’ qualifications, and proposing these ideas for approval by the Board of Directors and/or Shareholders’ Meeting as appropriate.

(3) Searching, selecting and proposing appropriate persons to assume the position of the Company’s directors whose terms have expired and/or became vacant, including newly appointed director.

(4) Searching, selecting and proposing appropriate persons to assume the position of Managing Director and Executive Committees (5) Executing other tasks related to nominations as assigned by the Board of Directors.

(6) Evaluating the performance of the top management and reporting to the Board of Directors for their consent.

2. Remuneration (1) Preparing guidelines and policies in determining the Board of Directors and other sub-committees’ remuneration, and proposing it to the Board of Directors and/or Shareholders’ Meeting for approval as appropriate.

(2) Determining necessary and appropriate monetary and non-monetary remuneration, for individual members of the Board of Directors by taking into consideration each director’s duties and responsibilities, performance, and comparisons against similar businesses, and the benefits expected in

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SEA OIL PUBLIC COMPANY LIMITED return from each director. The report will be submitted to the Board of Directors for consent and to the Shareholders’ Meeting for approval.

(3) Taking responsibility to support the Board of Directors and being responsible for explaining and answering any questions regarding the Board of Directors’ remuneration in the Shareholders’ Meeting.

(4) Reporting policies and principles/reasons in determining the remuneration of directors and management according to the SET guidelines by disclosing them in the Company’s annual information disclosure (561) and annual report.

(5) Being responsible for any other tasks related to the remuneration as assigned by the Board of Directors.

Nomination and Remuneration Committee directly reports to the Board of Directors which has the office term of three years. Resigned committee may be re-appointed as the Board of Directors see as appropriate.

The Executive Committee As of 31 December 2015, The member of Executive Committee* are 3 directors as follow:Name 1. Ms.Neeracha Panboonhom 2. Mr.Chayawat Teekamitree

Position Chairman of Executive committee Executive committee

3. Mrs.Kusuma Vannapruk

Executive committee

* Mr. Prompong Chisrisawatsuk resigned from Executive Committee on Executive Committee Meeting #2/2015 on 24 February 2015 and Ms. Pornladda Dechratviboon resigned from Executive Committee on Executive Committee Meeting #10/2015 on 29 October 2015

Secretary of Executive committee : Mr.Chanodom Areerob Executive committee is appointed from the board of directors by selecting director or executive officer who can manage works that are related to operation following normal business to manage regular work that is beyond authority of managing director to consider and propose vital matters to company board by having authorities determined in charter as follows.

Scope of authority of Executive committee 1.

2.

Consider and make policy of business strategy and operation plan of financial target and company budget by considering business factors reasonably to propose and ask for approval from company board.

Supervise and follow up company's business operation conforming to policy of business strategy, operation plan and target, financial target and company budget that are approved by company board effectively and efficiently.

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SEA OIL PUBLIC COMPANY LIMITED 3.

Determine organizational and management structure covering policy of compensation rate and welfare, salary structure of the company and overall image in selection, training, employment, appointment, transferring, dismissal of company employees.

4.

Consider approving any operations that are related to normal financial transaction of the company. The financial amount must be as determined by approval authority which passes consideration from company board. If it is beyond such amount, propose for approval at company board meeting.

5.

Consider and approve procurement, work expansion investment including company permanent property trade by considering proposing it to company board if procurement along with work expansion investment and company’s permanent property trade is out of scope and budget specified by company board.

6.

Consider and approve financial transaction with financial institutions to open loan account for pawn or mortgage guarantee and other business including trade and registration on any land ownership according to objectives for benefit of company’s operation along with making a contract and/or taking any operations that are related to such matters under determined amount of money. If it is beyond such amount, propose it for approval at company board meeting.

7.

Consider and approve loan transaction and determine terms of loan contract from relevant business such as loan duration, and loan interest under the amount of money that is determined not over 20 million Baht.

8.

Consider and give suggestion or opinions to company board about proposal project or any transactions that are related to company operation that is beyond the determined amount of money and/or relevant law and regulations or rules specify that shareholder’s meeting or company board meeting can consider for approval.

9.

Consider and approve regulations of policy of work management and company operation or any actions that are bonded to the company.

10.

Authorize managing director to run company’s business under the scope of duty and responsibility as executive committee determines under supervision of executive committee.

11.

Appoint and/or assign executive committee or anybody to take actions under scope of authority of executive committee and as executive agrees. Executive committee may cancel, terminate or change such authority.

12.

Has authority and responsibility as assigned or according to policy assigned by company board.

Scope of duty and responsibility of executive committee is under principles of the law and regulations such as law of Security and Exchange, specification of the Stock Exchange or Notice of SEC, notice of Capital market Supervisory Commission or the law that is related to company business including company regulations. And in case the operation or transaction has conflict on benefit and/or taking action with involved people as in related regulations and company rules, shareholders’ meeting or company board meeting is supposed to consider approval and take actions as the law, regulations and company rules determine.

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SEA OIL PUBLIC COMPANY LIMITED Management

As of 31 December 2015, The member of Management are 6 members as follow: Name Position 1. Ms. Neeracha Panboonhom Managing Director 2. Ms. Pornladda Dechratviboon Deputy of Managing Director (Resigned effective on 1 November 2015) 3. Mrs. Kusuma Vannapruk Chief Financial Officer 4. Mr. Chayawat Teekamitree Sales Manager 5. Mrs. Siranee Komintarachat Customer Services Manager 6. Mr. Vatchara Vutiputanunt* Quality Assurance and Customer Relationship Management Manager * Appointed by Board of Director Meeting #7/2015 on 9 November 2015

Scope of managing director At company board meeting 1/2554 held on 7 November 2554, there’s a resolution determining the scope and authority of managing director as follows.

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SEA OIL PUBLIC COMPANY LIMITED 1.

Take responsible , supervise operation and/or daily management of the company including supervise overall operation so as to follow the policy, business strategy, target and operation plan, financial target and company’s budget approved by company board.

2.

Make business plan and determine management authority including make a budget plan that is used to run business and annual expense budget.

3.

Determine organization’s structure, management method as well as recruitment, training, employment and dismissal of company employees and determine rate of salary, bonus and welfares for employees.

4.

Has authority to issue regulations, order, and notice, record so that the operation follows the policy and company benefit and to maintain work discipline in the organization.

5.

Consider, negotiate and approve a contract and/or any operations that are related to daily work and/or work management. At any rate, it must be within determined amount of money as in table of limit of Authority approved by company board.

6.

Consider making a contract and/or negotiation that is related to operations and /or any actions that are involved in daily work and/or work management of the company with values beyond limited amount of money so as to give opinions and propose such subjects to company board and /or executive committee and/or people in charge of to consider screening and find final conclusion.

7.

Consider appointing outside consultant for company operations properly.

8.

Appoint and/or assign a person or many people to take actions under the scope of authority of managing director as managing director agrees. Managing director may cancel, terminate or change such authority.

9.

Has authority and responsibility as assigned or following the policy assigned by company board and/or management committee.

Any operations that the managing director or attorney or those who may have conflict (as per Notice of Capital Market Supervisory Commission or Notice of SEC) has an interest or may have conflict on benefit with the company and/or subsidiary and/or relevant companies, Managing Director has no authority to approve operations in such matter. This must be proposed at Company Board meeting and/or shareholders’ meeting to further consider of approval (It depends) except it is the approval of normal business transaction with general commercial term that follows Notice of Capital Market Supervisory Commission and/or the Stock Exchange.

Company secretary At board meeting 4/2555, there’s a resolution appointing Mrs. Saowanee Sutthitham to take position of company secretary since 14 May 2555 with qualification of company secretary identified in attachment. The company secretary must do duty as specified in section 89/15 and 89/16 of Securities and Exchange Act (Issue 4) B.E. 2551 which is enforced on 31 August 2551 by doing duty with responsibility, awareness and honesty including following the law, objectives and rules of the company, committee’s resolution along with resolution at shareholders’ meeting by having responsibility as in the law and as the company or the board of directors assigns as follows.

1) Prepare and maintain documents as follows

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SEA OIL PUBLIC COMPANY LIMITED

2)

3) 4) 5)

6) 7) 8)

a. Director Registration b. Appointment letter for the Board of Directors meeting, minutes of the Board meeting and company’s annual report. c. Appointment letter for shareholders’ meeting and minutes of shareholders’ meeting Keeping and sending the report on conflict of interest of directors and executives according to section 89/14 to the Chairman of Board of directors and the Chairman of the audit committee within 7 days since the company receives that report.

Providing preliminary advice about laws, regulations and code of conduct for corporate governance for the board of director to comply with the law.

Undertaking arrangements for the meeting of the board of directors and the shareholders conform to relevant laws and regulations, the company’s articles of associations Coordinate with the supervisory Authority such as the Stock Exchange of Thailand(SET) , the Securities Exchange Commission(SEC) and ensure that data and information disclosure to public and the supervisory Authority is in accordance with laws and regulations.

Coordinate with all departments in the company to follow the resolution of company board and shareholders’ resolution.

Coordinate with shareholders, investors and mass media to propagate news and information of the company Other actions taken by the Capital Market Supervisory Board

The Board of Director Meeting Participant of meeting of The Board of Director concluded as follow: Director Name

Year 2015 (Meeting Attendance / All of Meeting Times ) 7/7 7/7 7/7 7/7 6/7 6/7 4/5 7/7

1. Mr.Apisit Rujikeatkamjorn 2. Mr.Taweep Soontornsingha 3. Assoc.Prof.Dr.Ruth Banomyong 4. Dr.Chalermwit Chimtragoon 5. Mr.Suraphon Meesathien 6. Mr.Prompong Chaisrisawatsuk 7. Acting Sub Lt. Chanwit Anakkul 8. Ms.Neeracha Panboonhom Remark * Absence due to urgent work ** Absence due to working up-country

Remark -

Absence 7/2015* Absence 3/2015** Absence 6/2015* -

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SEA OIL PUBLIC COMPANY LIMITED

Participant of meeting of The audit committee concluded as follow: Audit Committee Name 1. Assoc.Prof.Dr. Ruth Banomyong 2. Mr. Taweep Soontornsingha 3. Dr. Chalermwit Chimtragoon

Year 2015 (Meeting Attendance / All of Meeting Times ) 6/6 6/6 6/6

Participant of meeting of The Nomination and Remuneration committee concluded as follow: Name 1. Mr. Taweep Soontornsingha 2. Mr. Suraphon Meesathien 3. Dr. Chalermwit Chimtragoon

Year 2015 (Meeting Attendance / All of Meeting Times ) 1/1 1/1 1/1

Participant of meeting of The executive committee concluded as follow: Name 1. Mr. Prompong Chaisrisawatsuk 2. Ms. Neeracha Panboonhom 3. Mrs. Kusuma Vannapruk 4. Mr. Chayawat Teekamitree 5. Ms. Pornladda Dechratviboon Remark :

Year 2015 (Meeting Attendance / All of Meeting Times ) 2 / 2* 12 / 12 12 / 12 12 / 12 8 / 9**

* Mr. Prompong Chaisrisawatsuk resigned from Executive Committee since 1 March 2015 ** Ms. Pornladda Dechratviboon appointed as Executive Committee since 1 February 2015 and resigned since 31 October 2015.

Remuneration of Directors and Management The Annual General Meeting 2015 on April 8,2015 to approve determined remuneration of directors and sub-committee for year 2015 as follow: Remuneration consist of 1. Monthly remuneration - The Chairman receives 33,000 baht per month - A Member receives 27,500 baht per month 2. Meeting allowance - The Chairman of Audit Committee receives 20,000 baht per meeting time - A Member of Audit Committee receives 15,000 baht per meeting time

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SEA OIL PUBLIC COMPANY LIMITED - The Chairman of Nomination and Remuneration Committee receives 20,000 baht per meeting time - A Member of Nomination and Remuneration Committee receives 15,000 baht per meeting time - The Chairman of Executive Committee receives 16,500 baht per meeting time - A Member of Executive Committee receives 11,000 baht per meeting time 3. remuneration of Authority signature (Besides of monthly remuneration) for the authority director receives 11,000 baht per person per month The Board of Director, The Audit Committee and The Nomination and Remuneration Committee’s remuneration concluded as follow: Remuneration of Year 2015 (Unit : Baht)

Director Name

1. Mr.Apisit Rujikeatkamjorn 2. Mr.Taweep Soontornsingha 3. Assoc.Prof.Dr.Ruth Banomyong 4. Dr.Chalermwit Chimtragoon 5. Mr.Suraphon Meesathien 6. Mr.Prompong Chaisrisawatsuk 7. Acting Sub Lt. Chanwit Anakkul 8. Ms.Neeracha Panboonhom

Total

Remuneration

Meeting Fee of Audit Committee

Meeting Fee of Nomination and Remuneration Committee

Total

528,000 330,000 330,000 330,000 462,000 462,000 241,083.41 462,000 1,528,083.41

90,000 120,000 90,000 300,000

20,000 15,000 15,000 50,000

528,000 440,000 450,000 435,000 477,000 462,000 241,083.41 462,000 3,495,083.41

Remuneration of Management The Company paid remuneration to the company’s management concluded as follow: Remuneration of Management Wage, Bonus, Position allowance, Overtime wage and Allowance Other Remuneration such as Social Security Fund and other welfare.

Total

2015 Number of (person) Amount (Million Baht) 6 11.59 6 0.49 6 12.08

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SEA OIL PUBLIC COMPANY LIMITED Number of officers As of December 31, 2015, the company had number of officers (excluding directors and management) as follows: The officers in each department Sales Department Customer Service Department QA & CRM Department Finance and Accounting Department Office of the Secretary Total

Number of officers 6 6 3 7 3 25

Remuneration of officer Remuneration of Officers Wage, Bonus, Position allowance, Overtime wage and Allowance Other Remuneration such as Social Security Fund and other welfare.

Total

Year 2015 Amount (Million Baht) 15.08 1.39 16.47

Personnel Development Policy The Company focuses on its personnel who are company valuable resources. Therefore, the Company committed to create and develop knowledge, skills, abilities and attitude toward the organization as well as encouraging quality job progress i.e. job description with clear roles and responsibilities for each position, appropriate selection criteria to have suitable persons meeting specified qualification. The Company also reviews the jobs yearly to encourage the employees to always keep developing themselves.

The Company has policy to keep its employees trained within the group and external training to apply to their jobs and optimize efficiency. In addition, the Company participate activities with other companies within the group regularly to build unity and good relationship.

The Company was supported Continuous Quality Improvement (CQI) activities of ISO 9001:2008 system for developed Knowledge and skill of personnel, the Company outsources human resources management to Nathalin Company Limited, which includes annual employee training for its employees.

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SEA OIL PUBLIC COMPANY LIMITED

Corporate Governance The Board of Directors and Management Department emphasize on the good corporate management leading the company to have the management system which is efficient, transparent, auditable, and fair for all parties, for example, the shareholders, investors, stakeholders, and related persons. Moreover, this can create the trustworthy, increase the competitiveness to the company, and increase the value to the shareholders in long term within the frame of ethics and social responsibility in order to create the stability and strong foundation to the company.

The first meeting of the Board of Directors of 2011 held on 7th November, 2011, and the sixth meeting of the Board of Directors of 2012 held on 1stNovember, 2012, had the resolution to approve the principles of corporate management as the guidelines for the practice and management of the company. The mentioned principles of corporate management are classified into 5 categories which can be summarized as follows: Category1: Rights of shareholders The Board of Directors realizes and emphasize on the rights of the company’s shareholders. The fundamental rights of shareholders are as follows: - Right in trading or transferring the shares - Right in attending the shareholder’s meeting and voting in the shareholder’s meeting for making the decision in the subjects affecting the company, for example, dividend allocation, stipulation or modification on the regulations and memorandum of association, reduction or increase of capital, approval of specialties, etc.

- Right in giving proxy to other persons to attend the meeting and vote on behalf of them - Right in voting in the election or withdrawing each director - Right in voting for stipulating the remuneration of directors annually - Right in voting for nominating and stipulating the remuneration of auditors - Right in participating and acknowledging when there are some significant changes in the company - Right in receiving the information when there is a change in the capital structure, controlling power, or significant trade of the company’s assets - Right in proposing the opinion and queries in the shareholder’s meeting - Right in acknowledging the rules and methods in attending the shareholder’s meeting - Right in proposing the agenda of shareholder’s meeting - Right in proposing the names of persons for being nominated in the position of company’s directors - Right in participating in the enforcement of the company’s work performance - Right in being shared for the company’s profits - Right in receiving adequate and up-to-date information In order to protect the rights of shareholders and encourage the shareholders to use their rights, the Board of Directors sets the guidelines for the practice as follows: 1. Shareholder’s meeting

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SEA OIL PUBLIC COMPANY LIMITED - The annual shareholder’s meeting will be held within 4 months from the termination date of accounting year of the company or as regulated by law. The company may call for the extraordinary shareholder’s meeting if the Board of Directors considers it is necessary or deserved.

The invitation letter for the shareholder’s meeting will indicate the information about the date, time, venue, and agenda for the meeting. The subjects proposed for the acknowledgement, approval, or consideration will be clearly indicated depending on each case.

- Indicating the comments of the Board of Directors in the proposed subjects completely and adequately including indicating the criteria and methods of meeting attendance and voting in each agenda - Publicizing the information on the annual common shareholder’s meeting on the company’s website for at least 30 days in advance before the meeting date in order to let the shareholders have chance in studying the information on the meeting in advance before receiving the invitation letter for the meeting in the form of document sent by the company to the shareholders for not less than 7 days prior to the meeting date - Advertising the notification on the arrangement of shareholder’s meeting via daily newspaper for at least 3 days prior to the meeting date and in not less than 3 contractual days - The shareholders who cannot attend the meeting by themselves can use the right for voting by giving proxy to other person in attending the meeting and voting on behalf of them.

- Proposing at least 1 independent director as the choice for the shareholders to give proxy in the case that any shareholder cannot attend the meeting by himself - The shareholders will be informed about the regulations and methods in attending the meeting. The company will explain about voting and calculation of votes clearly before starting the meeting.

- Using the voting cards in all agenda having to find the resolution and calculating the votes. In each agenda, it should be transparent and within the appropriate time. 1 share is for 1 vote. The calculation is on the majority or the votes as regulated by law for such agenda. The voting cards will be kept for future examination within the appropriate time.

- Allowing the shareholders to be able to vote for the election of directors individually - During the meeting, the chairman in the meeting allows all shareholders to have equal rights in expressing the opinions and queries within the appropriate time. Related directors and executives can explain and give the information to all shareholders completely.

- Allowing all shareholders to have rights in proposing the subjects considered to be important and deserve to be contained in the agenda for the shareholders to consider in the annual common meeting of shareholders including proposing the names which are considered by the shareholders as being qualified to be elected as the Board of Directors to propose to the meeting of the Board of Directors for the consideration and proceeding the next operation - As the Board of Directors focuses on the shareholder’s meeting, the directors and the sub-committee as well as the executives and related persons including the auditors are encouraged to attend the shareholder’s meeting. The shareholders can inquire the sub-committee in the related subjects.

- Providing the minute of shareholder’s meeting completely by recording the names of directors attending and not attending the meeting, methods of voting and calculation of votes, significant explanation, Page 48

SEA OIL PUBLIC COMPANY LIMITED queries, opinions, and resolutions of the meeting classified by the agreeing votes, not agreeing votes, and no vote in each agenda.

2. Dividend payment - The company has the policy of dividend payment in the rate of not less than 30% of the net profit after deducted with the corporate income tax and all types of reserves as regulated by law and as specified in the company’s regulations. In addition, the Board of Directors is authorized in approving the consideration in the dividend payment by considering the factors beneficial for the shareholders, for example, reserved fund for the loan payment, investment plan for business expansion or for the supporting of cash flow of the company in case of having impact from the change in market condition, etc. The resolution of the Board of Directors considering such subject must be approved by the shareholder’s meeting except for the interim dividend payment. The Board of Directors is authorized in the interim dividend payment and reports to the shareholder’s meeting in the next meeting.

- The company will regulate the policy on the dividend payment by considering the operational status and the demand on fund spending. The dividend will be paid from the net profit after deducted with all types of reserves as regulated by law. The policy on the dividend payment includes the annual dividend payment and the interim dividend payment paid to the shareholders. This dividend payment can be changed depending on the investment plan, necessity, and other suitability in the future.

- Notifying the shareholders rapidly about the resolution of the shareholder’s meeting or the meeting of the Board of Directors in relation with the dividend payment through the channel of Stock Exchange of Thailand and the company’s website. The dividend will be paid within 1 month from the date that the shareholder’s meeting or the meeting of the Board of Directors has the resolution depending on each case.

3. Nomination of auditor - The annual common shareholder’s meeting nominates and indicates the remuneration of the company’s auditor every year. The nominated auditor and the remuneration of auditor proposed by the company to the shareholder’s meeting for the consideration and approval must be approved by the Audit Committee and the Board of Directors.

4. Contact for Company’s information - Providing the channel which the shareholders can contact and ask for the company’s information directly from the company’s secretary or the investor relations officer.

Category2: Equal treatment to shareholders The company has the policy to create the equality in treating all shareholders; the executive shareholders, the non- executive shareholders, foreign shareholders, and the minor shareholders as follows: - Treating and facilitating all shareholders equally and not doing anything which limit, infringe, or derogate the right of shareholders - Specifying the right in voting in the meeting as per the numbers of shares held by the shareholders.

1 share is for 1 vote. The shareholder who has conflict in any subject will have no right to vote in such subject.

- Specifying the independent directors to supervise the minor shareholders by expressing the opinions or sending the claims to the independent directors for examining the fact and finding the solution. The Page 49

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independent directors will propose such subject considered to be significant for the company to the shareholder’s meeting for the consideration to be contained in the agenda of the shareholder’s meeting The meeting will be conducted follow the company’s regulation and the agenda with full details presented in each agenda with data clearly proposed for the consideration. Moreover, the agenda which is not notified to the shareholders in advance will not be included especially for the agenda with significance for the shareholders which the shareholders have to spend time in studying the information before making the decision.

In case that any shareholder cannot attend the meeting by himself, he can give proxy to any independent director or person to attend the meeting on behalf of him with the power of attorney sent by the company along with the invitation letter of the shareholder’s meeting The voting is conducted transparently follow the specified agenda. The agenda of director election should be participated by the shareholders in order to use the right in voting the directors with the resolution individually.

The Board of Directors stipulates the measures to prevent the Insider Trading by related persons including the executive directors, staffs, and employees of the consortium related to the data (including the spouses and children who have not reach the legal age of such person). This includes the punishment on the disclosure or the use of company’s data for one’s benefits following the policy to prevent the Insider Trading.

Giving the knowledge and understanding to the Board of Directors and the executives in reporting the holding of securities to the Office of Securities and Exchange Commission according to Section 59of Securities and Stock Exchange Act B.E.2535as well as notifying the information and regulations of Office of Securities and Exchange Commission and Stock Exchange of Thailand to the Board of Directors and the executives as notified from such bureau regularly

Category 3: Roles of stakeholders The company is aware of the significance in supervising and concerning all groups of stakeholders both internal and external who are the shareholders, employees, and the executives of the company or the external stakeholders such as the competitors, trading partners, customers, etc. The company will not perform any act which is the infringement of the stakeholders. Moreover, the company also supports in the protection and preservation of the rights of the stakeholders fairly following the lawful rights or agreement with the company. The roles which the company should play to the stakeholders are as follows: Roles to the stakeholders The company operates the business by emphasizing on the company’s growth continually in the long term for creating the good benefits to the shareholders and operating the business transparently provided with the efficient internal control system. The company will not perform any operation which will cause the conflict of interest.

Roles to the employees The company treats all employees equally and fairly by giving suitable benefits and giving the chances to the employees in various subjects in order to encourage the employees to have the advancement in the profession as well as providing the good environment and safety in working.

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SEA OIL PUBLIC COMPANY LIMITED Roles to the customers The company emphasizes mainly on customer satisfaction by delivering the goods to the customers quickly and punctually following the demand of customers so that the customers will obtain benefits and maximum satisfaction. The company also emphasizes on preserving the confidentiality of customers and not revealing the customer’s information except permitted or having the duty to reveal it as regulated by law.

Roles to the creditors and trading partners The company treats the creditors and trading partners with the honesty by mainly considering the benefits of the creditors and trading partners. The company also conforms to the terms and conditions specified to all creditors and trading partners within the criteria regulated by law.

Roles to the competitors The company operates the business within the law and rules. We will not operate any dishonesty causing damage to the competitors.

Roles to the society The company is responsible for the society and environment by strictly conforming to the law on the safety and environment.

Category 4: Revelation of data and transparency The company provides the revelation of significant data both financial and non-financial data correctly, punctually, and transparently following the criteria in the revelation of data of Office of Securities and Exchange Commission and Stock Exchange of Thailand as well as other significant data affecting the price of securities of the company and the process of decision making of the investors and stakeholders of the company. The company will publicize the information technology of the company to the shareholders, investors, and public via the channels and media of Office of Securities and Exchange Commission and Stock Exchange of Thailand as well as the company’s website; www.seaoilthailand.com.

Regarding the investor relations, the company assigns Mrs. Saowanee Sutthitham, the company’s secretary/ investor relations to communicate with the investors and shareholders including the analysts and related public sectors. The shareholders and the investors can contact such bureau at 02-398-9850-1 or at Email address: ir@seaoilthailand.com.

Category 5: Responsibilities of directors The Board of Directors plays an important role in the corporate management. The persons who are nominated as the Board of Directors must be qualified, have honesty to the duty, vision, determination on the responsible tasks, and independence in decision making for creating maximum benefits to the company and shareholders entirely for making the structure of the Board of Directors suitable for the business operation. In order to make the operational framework, duties, and responsibilities of the Board of Directors clear, the directors stipulate the guidelines for the practice as follows: 1. Structure of the Board of Directors 1.1. The Board of Directors must be the persons with knowledge, competence, and experience from various industries which can promote the business. Presently, the company has 8 directors; 1 executive Page 51

SEA OIL PUBLIC COMPANY LIMITED directors and 7 non-executive directors consisting of 3 Audit Committees/independent committees following the requirement that the company must have independent committees at least one third of all directors but must not less than 3 persons and the independent committees responsible for being the Audit Committees must not less than 3 persons. The directors must be the qualified persons as mentioned above in the selection of the Board of Directors.

1.2. The Board of Directors nominates 3 sub-committees; Audit Committee, Nomination and Remuneration Committee and Executive Committees for mitigating the responsibilities of the directors and assisting the directors in the corporate management for achieving the specified goal. Each sub-committee will perform the duty within the scope of assigned power and duties and propose to the directors for considering or acknowledging (the details on the scope of power and duties of Audit Committees and Management Committees has been mentioned in the subjects of “Audit Committees” “Nomination and Remuneration Committees” and “Executive Committees”).

1.3. The company divides the duties of the Board of Directors and management team clearly. The President and Managing Director must not be the same person. The Board of Directors regulates the policy, stipulates the strategic framework, observes, and assesses the performance of management team for ensuring that the policies and processes are suitable applied in the practical way effectively for maximum benefits of the company and stakeholders.

1.4. The Board of Directors provides the company’s secretary to be responsible for coordinating and supervising the conformity to the resolution of the Board of Directors in preserving the documents and data including communicating the shareholders and related supervising bureaus.

2. Roles, duties, and responsibilities of the Board of Directors 2.1. The Board of Directors is responsible for supervising and regulating significant policies of the company which are the main policy in the business operation, the policies on finance, fundraising, fund management, risk management, etc.

2.2. The Board of Directors is responsible for considering and approving in the significant matters for the company’s operation, for example, in the vision, mission, policies, business strategies, operational plan, financial objective, investment projects, and company’s budget including the supervision on the management team to perform the operation efficiently and effectively following the stipulated policies and plans.

2.3. Supervising normal business operation of the company and supervising the management team to perform the operation efficiently and effectively following the vision, mission, policies, business strategies, operational plan, financial objective, and company’s budget for maximum benefits to the company and the shareholders.

2.4. The Board of Directors is responsible for considering and regulating the policy of good corporate management and supervising the conformity to such policy. The 1 st meeting of the Board of Directors of 2011 held on 7th November, 2011, approved the stipulation of policy on corporate management and the 6th meeting of the Board of Directors of 2012 held on 1st November, 2012, approved the modification and addition of such policy on corporate management. The Board of Directors will perform the revision on the policy of good corporate management regularly at least Page 52

SEA OIL PUBLIC COMPANY LIMITED once a year. Moreover, after registering the securities in the MAI Stock Exchange, the company will conform to the rules and regulations as stipulated by Office of Securities and Exchange Commission and Stock Exchange of Thailand and disclose the report of supervision in the annual report and the annual form of data presentation (Form 56-1).

2.5. The Board of Directors considers and indicates the ethics in business operation of the company for the company’s executives and employees to use as the guidelines for the practice.

The company indicates the ethics in business operation in written form in order that the directors, company’s executives and employees can use as the guidelines for the practice with honesty as well as treating all groups of stakeholders and the society appropriately. The company will declare and notify all employees to acknowledge and conform as the guidelines for the practice.

2.6. The Board of Directors is responsible for cooperating with the Audit Committee in considering and stipulating the guidelines for creating the transaction possibly causing the interest conflict by mainly considering the company’s and shareholder’s benefits. This includes the supervision on the conformity to the requirements on the operational process and the disclosure of data of any transaction possibly causing the interest conflict correctly and completely.

The company regulates the policy on the prevention of interest conflict on the principle that any decision in business operation must be for maximum benefits to the company and should avoid performing any action possibly causing the interest conflict. The related persons or stakeholders to the considered transaction must notify the company about their relationship or stake holding of such transaction and must not participating in considering such transaction as well as not having any authority in approving such transaction.

2.7. The Audit Committee will examine and consider the appropriateness of relevant transaction and transaction with interest conflict carefully in order to present to the meeting of the Board of Directors and/or shareholder’s meeting (depending on each case). The company must conform to the criteria as regulated by Office of Securities and Exchange Commission and Stock Exchange of Thailand as well as disclosing in the Note to Annual Financial Statements and annual form of data presentation (Form 56-1).

2.8. The Board of Directors is responsible for cooperating with the Audit Committee in considering and stipulating the controlling system on the operation of financial report and the conformity to the regulations and policies. The Board of Directors assigns the Audit Committee to be responsible for auditing such controlling system and the Board of Directors will perform the revision on the system regularly at least once a year.

2.9. The Board of Directors is responsible for cooperating with the Audit Committee in considering the annual financial statements, trimester financial statements, and financial information appeared in the annual financial report as well as assessing the adequacy of internal controlling system of the company for revealing to the investors.

2.10. The Board of Directors is responsible for cooperating with the Audit Committee in considering and stipulating the policy on risk management covering the entire organization by assigning the management team to implement the policy and report to the Board of Directors and/or Audit Page 53

SEA OIL PUBLIC COMPANY LIMITED Committee regularly. The Board of Directors will perform the revision on the system or the assessment on the effectiveness of risk management at least once a year periodically when the level of risk is found to change. This includes the focus on the abnormal transaction and event possible indicating any abnormality. If such event occurs, the Audit Committee will propose to the meeting of the Board of Directors for stipulating the solution in time.

3. Meeting of the Board of Directors 3.1. The Board of Directors must hold the meeting at least quarterly. In the case that the Board of Directors not holding the meeting every month, the non-executive directors can ask for the monthly report of operational performance from the management team or the company’s secretary so that the Board of Directors can supervise the operation of the management team continually and timely.

3.2. The Board of Directors will receive the invitation letter together with the documents supplementary to the meeting for not less than 7 days in advance prior to the meeting date in order that the Board of Directors can consider the agenda completely. In the case that any director cannot attend any meeting, he must notify the reason to the company’s secretary.

3.3. In selecting the subjects to be used as the agenda, the Board of Directors, President, and Managing Director will consider altogether following the significance and necessity. Each director can propose the subjects to be used as the agenda to the Board of Directors independently.

3.4. In the case that any director disagrees with the resolution of the meeting of the Board of Directors, he can ask the company’s secretary to record the opposition in the minute of meeting.

3.5. The company’s secretary clearly records the minute of meeting by recording the queries and explanations of the management team to the meeting as well as the comments and recommendations of the directors.

3.6. In the consideration on each matter, the President of the Board of Directors will be the Chairman of the meeting and will grant the chance for the directors to express their opinions independently.

Regarding the resolution of the meeting of the Board of Directors, the majority votes will be considered. One director has one vote. The directors who have stakes may not attend the meeting or vote in such matter. If the votes are equal, the Chairman of the meeting will vote for the final judgment.

The summary of attendance of the meeting of the Board of Directors in 2015 is presented in meeting of the Board of Directors.

4. Assessment on the operational performance of the Board of Directors 4.1. The Board of Directors should assess the operational performance by themselves regularly for mutually considering in the performance and problem for finding the improvement and solution with the reasonably specified norm.

4.2. The Board of Directors should assess the operational performance of the Board of Directors as a whole and/or in some subjects which do not focus on any director individually.

5. Remuneration

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SEA OIL PUBLIC COMPANY LIMITED 5.1. The company regulates the clear policy on the remuneration of Audit Committee and Executive Committee and proposes for the approval to the shareholder’s meeting annually by considering based on the fairness, appropriateness, experience, duties, and scope of responsibilities of each committee. The remuneration is in the level that can attract the committee with knowledge and competence to continue working with the company.

5.2. The remuneration of Managing Director and the top executives should follow the principles and policies stipulated by the Board of Directors. The indication of remuneration in salary and incentive in the long term should be in accordance with the company’s operation and the operational performance of each executive.

5.3. All non-executive directors assess the Managing Director annually to be used in the consideration of remuneration of Managing Director by using the mutually agreed norm.

6. Development on the directors and the executives The company has the policy in promoting the training and knowledge giving to related persons in the system of corporate management such as the Audit Committee, the executives, the company’s secretary, etc. for continually improving the operational performance.

Nomination of directors and executives The company have resolution appointed the Nomination and Remuneration Committee for the appropriate and transparent, including recruit, select and offer the right person for the position of Board of Director and committees. When any director having been in the position in full tenure or having necessity to nominate more directors or executives, the current directors will consult altogether for considering the selection of directors by using the criteria and methods in the nomination. The persons nominated to be the directors or executives of the company must be fully qualified following Section 68 of the Act of Public Company Limited B.E.2535 (including the amendment) and the Notification of Securities and Exchange Commission and must not have the prohibited characteristics following the Securities Act (including the amendment), other laws, and related regulations with the criteria of nomination as follows:

1. Nomination of Board of Directors    

Qualification of the Board of Directors Having knowledge, competence, and experience in business operation Having honesty and ethics Being able to specify and manage the significant risks to the company Being determined and dedicating the time for the responsible tasks completely

The Board of Directors must be qualified and must not have prohibited characteristics as regulated by law on Public Company Limited, law on securities and stock exchange, Notification of public bureaus supervising the company. In case of independent directors, they must be qualified as specified by the company and the Capital Market Supervisory Board.

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SEA OIL PUBLIC COMPANY LIMITED Criteria in the nomination of Board of Directors are as follows: 1.

The Board of Directors must consist of at least 5 directors. The numbers of directors not less than a half ( 1/2) of all directors must have the residence in Thailand and be qualified as regulated by law. The requirements of the company indicate the shareholder’s meeting to elect the directors following the criteria and methods as follows: 1) One shareholder has one vote.

2) Each shareholder will use the votes in (1) electing one or several persons as the directors. In case of electing several persons to be the directors, the votes cannot be divided to one more than the others.

3) The persons with the highest votes will be elected as the directors equal to the number of directors to be elected in that election. In the case that the elected persons in the lower order have the equal votes more than the numbers of directors should be elected in that time, the Chairman of the meeting will perform the final judgment.

2.

In all agenda of the shareholder’s meeting, one-third of all directors will be retired by rotation. If the numbers of directors cannot be divided into 3 parts, the number closest should be used. One third of the directors retired can be re-elected for the position. The directors who retired in the first and the second year after the registration must be random. After two years, the directors who has the longest period will be retired.

3.

Apart from retired by rotation, the directors will leave the position when they are deceased, resign, disqualified, or have the prohibited characteristics following resolution of the shareholder’s meeting or the judgment of the Court.

4.

The shareholder’s meeting may have the resolution for any director to leave the position with the votes of not less than three fourth (3/4)of the numbers of shareholders attending the meeting, having rights to vote, and having total shares for not less than a half (1/2)of the numbers of shares held by the shareholders attending the meeting and having rights to vote 5.

In the case that the position of directors is vacant because of other reasons apart from the retiring by rotation, the directors must select the qualified persons without prohibited characteristics as regulated by law on Public Company Limited, law on securities and stock exchange to attend the next meeting as the directors except that the period of such director remains less than two months. The selected directors will be in the position only in the remaining period. The resolution of the meeting of the directors must consist of the votes for not less than three fourth (3/4) of the remaining directors.

2. Nomination of Audit Committee and Independent Directors Qualification of the Independent Directors is as follows: 1.

Holding the shares for not more than 1% of the shares with the right to vote of the company, the mother company, affiliates, consortium, major shareholders, or the persons with authority in controlling the company. This includes the counting of shares of related persons to such Independent Directors as well.

2.

Never been or having been the directors with the participation in managing the employees or consultants with salary or the persons with authority in controlling the company, the mother company, affiliates, consortium, major shareholders, or the persons with authority in controlling the company excepted for being free from the aforesaid characteristics for not less than 2 years before the date of requesting the permission Page 56

SEA OIL PUBLIC COMPANY LIMITED from the Office of Securities and Exchange Commission. The prohibited characteristics exclude the case that the Independent Directors have been the government officials or the consultants of public sectors who are the major shareholders or the persons with authority in controlling the company.

3.

Not being the persons of same blood relationships or by the legal registration in the kind that the parents, spouses, brothers, sisters, and children including the spouses of the children of the executives, major shareholders, persons with authority in controlling or other persons nominated to be the executives or the persons with authority in controlling the company or the affiliates.

4.

Never been or having been in the business relationships with the mother company, affiliates, consortium, major shareholders, or the persons with authority in controlling the company in the kind of obstructing the use of discretion freely including never been or having been the shareholders with the significance or the persons with authority in controlling of the persons with the business relationships with the mother company, affiliates, consortium, major shareholders, or the persons with authority in controlling the company excepted for being free from the aforesaid characteristics for not less than 2 years before the date of requesting the permission from the Office of Securities and Exchange Commission.

5.

Never been or having been the auditor of the mother company, affiliates, consortium, major shareholders, or the persons with authority in controlling the company and not shareholders with the significance or the persons with authority in controlling or the partners of the audit office with the auditor of the mother company, affiliates, consortium, major shareholders, or the persons with authority in controlling the company excepted for being free from the aforesaid characteristics for not less than 2 years before the date of requesting the permission from the Office of Securities and Exchange Commission.

6.

Never been or having been the professional service providers including the service of law consultants or financial consultants receiving the service fee for over 2 million baht per year from the mother company, affiliates, consortium, major shareholders, or the persons with authority in controlling the company and not being shareholders with the significance or the persons with authority in controlling or the partners of the professional service providers excepted for being free from the aforesaid characteristics for not less than 2 years before the date of requesting the permission from the Office of Securities and Exchange Commission.

7.

Not being the directors nominated as the representatives of the Board of Directors of the company holding the majority of shares or the shareholders in relationship with the major shareholders 8.

Not operating the business with the same condition and the significant competition to the company business or the affiliates or not being the partners with the significance in the partnership or the directors with the participation in managing the employees or consultants with salary or holding the shares for over 1% of the shares in other company with the same kind of operation and the significant competition to the business operation of the company or the affiliates 9.

Not having any other features which cannot express the opinions independently in relation with the company’s operation The qualification of the aforementioned independent directors follows the definitions specified in the Notification of Capital Market Supervisory Board.

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SEA OIL PUBLIC COMPANY LIMITED Qualification of the Audit Committee 1.

Being nominated from the directors or company shareholder’s meeting to be the Audit Committee 2.

Being the independent directors and must: 2.1 Not being the directors assigned by the Board of Directors in making the decision of the operation of the mother company, affiliates, consortium, major shareholders, or juristic persons possibly having some conflict 2.2 Not being the directors of the mother company or the affiliates only for the registered company 3.

Having the duty in the same kind as specified in the Notification of Stock Exchange on the qualification and operational scope of the Audit Committee 4.

Having knowledge and experience sufficient for performing the role of Audit Committee. There must be at least 1 Audit Committee with knowledge and experience in accounting and finance sufficient for performing the role in verifying the credibility of financial statements. Moreover, the company will consider other qualifications, for example, the experience in business, proficiency in relation with the business, the ethics, etc.

Audit Committee is nominated by the Board of directors or the shareholder’s meeting of the company selected from the Board of directors with the qualifications following the notification of Securities and Exchange Commission and following the principles of corporate management of the Audit Committee there must be at least 1 person with the knowledge in accounting/finance sufficient for auditing and supervising the company’s operation as well as the supervision on the financial report, internal control system in the selection of auditor and in selecting the auditors as well as the consideration on the conflict of interest.

Audit Committee retired by rotation can be re-nominated for the position. In the case that the Audit Committee is vacant because of other reasons apart from the leaving in the specified period, the directors must nominate the qualified persons to be the Audit Committee in the numbers specified by the Board of directors.

The persons to replace the Audit Committee must be in the position only in the remaining period of such Audit Committee. When the position of Audit Committee is vacant until there are less than 3 persons, the Board of directors or the shareholder’s meeting nominating in full numbers within the duration of not over 3 months from the date of having less than 3 persons in the Audit Committee.

3. Nomination of Executive Committee The Board of Directors will nominate the Executive Committee by selecting from the top executives of the company or third person on specifying the qualified persons with the experience, knowledge, and competence beneficial for the company to be the directors or executives who can perform the management in the operation of normal business to manage the regular work apart from the power and duties of Managing Director and supervising the management for proposing the significant matters to the Board of Directors 4. Nomination of Managing Director The Board of Directors assigned the nomination and remuneration committee will consider nominating the Chairman of executive committee and the Managing Director by considering from the persons with knowledge, competence, and experience related to the operation of the company business.

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Corporate Governance: Supervision of the operations of subsidiary and affiliated companies The Company has set an investment policy and management policy for its subsidiaries and affiliated companies with the following details: 1. The Company adopts the following investment policy on subsidiaries and affiliated companies under the basis of good compliance of corporate governance principles: 1.1. The Company shall invest in businesses that are entitled to generate consistent revenue stream and profit based on a thorough feasibility analysis.

1.2. The Company shall invest in businesses that can generate sufficient cash from its operations to repay debt and interest expense.

1.3. The Company shall invest businesses that can generate reasonable returns on investment under an acceptable risk appetite set forth by the Company.

1.4. The Company shall assign experienced staff and management team with specific expertise in the subsidiary or affiliate company’s operations.

1.5. The Company shall not invest in businesses with unethical or illegal business practices.

1.6. The investments in subsidiaries and affiliated companies shall be approved by the Board of Directors or shareholders of the Company under the relevant laws and rules and regulations of the Company.

1.7. The subsidiaries or affiliated companies have the duty to submit its operating financial performance to the Board of Directors on a quarterly basis.

2. The amount of investment in the subsidiaries and affiliated companies will be based on business synergy. In the case of direct valuable business synergy, the Company may invest more than 50 percent (a subsidiary of the Company). In the case of investments in other sectors, the Company may invest in 20 to 49.99 percent of the business (an affiliated company of the Company). However, the Company may review the investments in subsidiaries and affiliated companies as appropriate.

3. In overseeing the business operations of the Company’s subsidiaries and affiliated companies, The Company shall appoint representatives of the subsidiaries and affiliated companies. The Company’s representative maybe the Chairman, Board of Directors, or Top Management or other management with qualified experiences in the business field without any conflict of interest with the subsidiaries and affiliated companies. The representatives shall manage the subsidiaries and affiliated companies based on rules and regulations set forth by the Company and the laws governing the subsidiaries and affiliated companies.

Supervision on the Insider Trading The Board of Directors stipulates the measures to prevent the Insider Trading by related persons including the executive directors, staffs, and employees of the consortium related to the data (including the spouses and children who have not reach the legal age of such person). This includes the punishment on the disclosure or the use of company’s data for one’s benefits following the policy to prevent the Insider Trading as follows:

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SEA OIL PUBLIC COMPANY LIMITED 1. The company stipulates the prevention of Insider Trading by regulating the prohibition in the regulations of operation so that the executive directors and employees of the company cannot use the internal data with significance of the company to be revealed or used for one’s benefits.

2. The executive directors and employees of the company should avoid using the internal data for one’s benefits in purchasing or selling the shares of the company. The trade on the company’s securities should be avoided and omitted in the duration of 1 month before the revelation of financial statements. It should be waited for at least 24 – 48hours after revealing the significant data possibly affecting the share price of the company to public before trading the company’s shares.

3. The company gives knowledge and understanding to the directors and the executives of the company about the duty in reporting the holding of securities of themselves, their spouses and children who have not reach the legal age to the Office of Securities and Exchange Commission according to Section 59 of Securities and Stock Exchange Act B.E.2535 (“Securities Act”) and the requirements of SET including the duty in reporting the stake holding of the directors and the executives and the prohibition in using the internal data with significance of the company for trading the company’s shares including stipulating the relevant punishment according to Securities Act. 4. The Need-to-Know Basis should be stipulated, for example, the communication between the bureaus, the access of area, and the giving or asking for the information between the bureaus must be approved by the highest-ranked supervisors of the bureaus.

The Penalty The company has a schedule of disciplinary, For penalties the Management and employees have violated rules, regulations, notifications or orders by the law of the company in the working regulations, Guidelines of Human Resource Department defined and declared to the management and officers acknowledge.

Audit Fee (1) Audit Fee - In 2015 the Company and its subsidiaries paid the audit fee to PriceWaterhouseCooper ABAS limited and PWC Overseas in the total amount of baht 4.14 million.

(2) Non-Audit Fee - In 2015, the Company paid the non-audit fee to PriceWaterhouseCooper Group for the due diligence fee, feasibility study and out of pocket expenses such as travelling expenses, postage ,copy etc. in the total amount of baht 5.38 million.

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Corporate Social Responsibilities Report The Company’s mission is to develop the enterprise to have quality management in accordance with good governance. The Company abides to operate with righteousness, transparency, and ethics towards the Company’s stakeholders, including, shareholders, employees, partners, customers, and external parties with such interest as well as emphasizing corporate governance growth and sustainable organization development. In order for the Company to operate under good cooperate governance, the Company’s profitability from operations is required but more importantly, the realization of such society, environment and the local community to which the Company must give in return. Therefore, the Company is responsible to the society, environment, and local community from top Management, employees, all individuals of the Company, and individuals outside the Company to be in accordance with good corporate governance. The Company regularly promotes the Management and employees of the Company to be responsible towards the society.

The Company’s responsibility towards the society can be divided into 2 parts between responsibility during operations (CSR-in-process) and activities benefiting the society (CSR-after-process).

There is a specific team overlooking the activities benefiting the society while the responsibilities during operations can be followed to be in accordance with the 8 sections: operate with fairness, anti-corruption, respect human rights, fair treatment to workers, responsibility to consumers, caring for the environment, development of community and society, and possess or propagate innovations. Therefore, the Company establishes the policy regarding responsibility towards the society to define the limits and direction or operations to be in accordance with the Stock Exchange of Thailand.

1.

The Overall Business Operations of the Company Sea Oil Public Company Limited places importance in operating with sustainable growth. The Company does not only operate for economic benefits, but is aware to operate with responsibility towards the community, society, and environment regularly. In order for the Company to grow sustainably and effectively, the Company must be managed according to good corporate governance focusing on role and responsibility of such work with transparency, fairness, and the consideration of the stakeholders of the Company including the shareholders, employees, partners, customers, and external individuals with such interest of the Company.

The Company’s Board of Directors has a resolution to agree and approve the vision or 2015 as follows “To be the leading organization that distributes fuel, supply of raw material, and servicing in both domestic and in the ASEAN region. As well as to seek out Petroleum with regard to good governance to reach the targets and achieve Company’s policy regarding the responsibility of the society and environment”. The Company therefore defines the mission to operate the business to be well-known and to be a top-tier organization by increasing and expanding the targeted business customers for selling fuel by sea, buyingselling fuel domestically and internationally, and distributing fuel to the ASEAN region in order to prepare for the gateway towards ASEAN Economic Community (AEC) at the end of 2015. The Company continuously operate to supply raw material and offers services to customers to increase the Company’s market share and profitability operating in parallel with the efficient management of the budget and financial statements. Moreover,

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SEA OIL PUBLIC COMPANY LIMITED the Company will develop the organization to have quality management in accordance to good governance and support the policy of saving the environment, responsibility towards the society, environment and community.

Therefore, the Company establishes a policy of good corporate governance approved by the Company’s Board of Directors in order for the management to be of quality, transparency, auditable, and to create fairness for the shareholders, investors, and individual with interest to the Company. The policy will create long-term wealth for the shareholders as well as all individuals that has interest to the Company including shareholders, Management, employee, external individual such as competitors, partners, and customers for instance.

For the year 2015, the Company’s Board of Directors has established a policy regarding the responsibility towards the society and environment, and anti-corruption policy which is shown on the Company’s website. The disclosed policy is to clearly show the guidelines of operations and to promote the Directors, Management, and employees to adhere to such guidelines. Moreover, such policy will contribute to the operations with regards to the mission and vision established by the Company, and with relations to the substantial responsibility to the society in different perspectives in order for the Company to develop sustainably.

Quality policy for 2015, the Company has a standardized quality control ISO 9001:2008 which determines the quality policy for the individuals in the organization consisting of 4 parts: 1) the sales, the Company must operate with quality throughout the organization by selling quality products, quality delivery system, and quality servicing 2) the customers, the Company focuses on operating with effectiveness and efficiency to meet the satisfied requirements of the customers in which the service towards the customers must be of quality 3) the employees, focuses on improving the capability and to develop the employees to enhance their performance in each of their role which includes developing their attitude, knowledge, skills, and the improvement of their quality of life to be in accordance with their present work and 4) the responsibility to the society and environment, the Company must develop the health system, security system, and the environment to reach the standard and to be in accordance with law both inside and outside the workplace. As well as to promote accountability for being responsible for the environment in which such environment will be returned to the society and community. Therefore, the quality policy is considered important that will make both Management and employees always consider to operate with quality documents and regularly be reminded of the quality policy.

The quality policy will a department in which to control and follow on the Management and employees of the Company such that they follow the quality policy regularly. Moreover, a committee will be delegated to continuously improve the quality in which they will be responsible for the issues found during operations especially the responsibility towards the society and environment have effect on the Company or external individuals such as the community, society, environment, and all individual effected.

Responsibility towards the society and environment policy, in order to clearly define the frameworks of operation of the Company for the Directors, Management, and employees of the Company, 6 guidelines are defined which includes 1) good governance 2) operate the organization with fairness 3) respect for human rights / labor practiced in a fair manner 4) participate in the development of the community and

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SEA OIL PUBLIC COMPANY LIMITED promote education 5) caring for the environment and 6) responsibility towards the customers, competitors, partners, and creditors in which is in accordance with the mission and vision of 2015.

The activities committee for social activities will be responsible for the work and that the people of the Company follows responsibility towards the society and environment policy. The Company has analyzed and linked the individuals that has interest in the operations of the Company for example the delivery of product, the procurement, and the quality control. The Company also evaluate the risk that may occur and effect the interest in each of the stage as well as finding a solution to prevent and fix such risk to not affect all departments.

2.

Implementation and Reporting

Operating according to corporate governance policy and operating with fairness The Company has a policy for corporate governance and a policy for guidelines of operation for the business which is in accordance with the standardized policy for business operation and therefore, create responsibility for the operations of work (CSR-in-process) and it is one of the mechanism that creates the Company’s realiablity internationally in which to achieve the Companys mission. For the year 2014 and 2015, the Company focuses on the operations in which to be responsible towards the society and such document operations will be in accodance with the international stadard (ISO 9001:2008).

In the corporate governance policy section 3, the role of person of interest, under the role of the employee, the Company must operate with equality and fairness as well as to accommodate the workplace environment to be safe for work. This will be in accordance with the quality policy in terms of safety, health, and the Company’s environment. Under the role of the customers, the Company will focus on creating satisfaction for the customers and deliver the products on time in which the Company has a policy to control inventory that are lost and control the delivery method in order to generally control the quality. The quantity of the products and the good and honest service will be valued importantly as well. For the role towards the society, the Company will be responsible towards the environment which will strictly adhere to the laws of safely and the environment. Most importantly, the role towards the shareholder, the Company will focus on the regular growth of the business and operate the business with transparency in order to create return for the shareholders.

The Company focus on operating the business with ethics and morality, and operating according to the related laws and regulations concerning the strict operation of the Company. The Company will take any action that will promote or support to operate illegally or to avoid such laws. The Company will also not support such operations that will infringe intellectual property rights and will be against all form of corruptions in which the Company has established different policies to define such action. Such actions will help define the limits and in order to operate the business with fairness such as the policy for conflict of interest, policy for the practice of business, policy against corruption.

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SEA OIL PUBLIC COMPANY LIMITED Business Code of Conduct is the standard in operating with respect to ethics and morality for the directors, management, employees, and shareholders with the details as follows: - Focus on the operations with integrity, transparency, fairness, and to secure the benefits of the Company and shareholders as well as to not operate such actions that may cause damage to the Company (in accordance with the fairness of principle of operations) - Verify that the operation is in accordance with the law and regulations related to the operations of the business and to ensure that no such actions that promote or support operating against the law or avoidance of such laws (in accordance with the anti-corruption) - The Management will not ask, receive, or refuse to accept as well as giving such benefit that is not honest or such benefits that are not the regular customs with the partners and/or credits. As well as to regularly give out information of the Company that is correct and real (in accordance with the anti-corruption) - Give respect in terms of human individuality and dignity towards the employees and to avoid such actions that are not fair and may interfere with the pressure of the employees state of mind (in accordance with the respect to human rights) - Practice towards the employees by enabling them to have benefits and remunerations which is fair as well as to place importance and develop knowledge, employees capability wholly and with fairness (in accordance with the fair treatment of workers) - Provide quality service and to withhold the standardize quality of the product to be in accordance with the profession standard as well as to strictly operate by the conditions, assurance, or proposal given to the customers or the individuals (in accordance with the responsibility towards the consumers) - Promote and set for the innovations for servicing and manufacturing in order for the customers to receive more benefits and more satisfactions (in accordance with innovation and promoting innovation) - Practice that will not create damage towards the resource and the environment and to integrate consciousness into employees of all levels to have responsibility towards the environment regularly as well as to promote events that benefit the innovations towards the society and to return the favor to the society (in accordance with the caring of the environment / togetherness to develop the society or community) Anti-Corruption Policy, with the purpose to follow the practice inside the organization, as well as to announce the Company’s intention to combat corruption of the private companies of Thailand. During September 2014, the Company has established for the evaluation of risk that are related to corruption every year as well as to create channels for submitting tips or file an event of corruption. For 2015, the Company has a clear vision to be aware of operating according to good governance as well as to combat against corruption in which for 2016, the Company is fully capable and ready to combat corruption as well as the Management and employees of the Company to promote anti-corruption in terms of paying individual for self-benefit, Page 64

SEA OIL PUBLIC COMPANY LIMITED corruption for his/her own role, and corruption that will damage the Company, customers, partners, and the community.

Respect human rights and fair labor practices The Company places importance on the basic human rights and promote respect and freedom on the issue of no practice, promote equality, no violation of other’s rights, respect the opinions of the employees, as well as the freedom to give an independent opinion in which there are channels for the recommendation of the afflicted individuals.

The preparation of reporting The Company places importance on the guidelines of the Stock Exchange of Thailand in which the policy will dictate the operations to show responsibility in terms of economic, society, and environment.

However, the Company is in the process of prepare a sustainable growth report for 2016 according to Global Reporting Initiative (GRI).

The responsibility towards the society (Employee’s part) The Company recognizes the importance of the workforce and promotes the development of the human resource systematically in order to efficiently develop the organization forwards towards it maximum.

Places importance on knowledge and capability of the employees, to offer benefits and remuneration that is fair towards the employees and to create a work environment that is safe towards the life and assets of the employees.

Giving out benefits towards the employees and their family such as education fees for the children of the employees with good grades, which is in accordance with the support of the youth, giving benefit in terms of health insurance to the spouse and children of the employees in the rate of group which will help cover the health of the family of the employee and reduce the expense of the employees of the Company.

Promotes the development of knowledge and capability of the Company’s employees which includes seminars with the purpose such that the work of the employee is in relation to the needs of the Company to which will help the role of the employees and they can also promote their knowledge to the society and community as well.

Moreover, the Company recognizes the safety of the lives of the employees. The Company’s policy regarding quality, safely, health and environment states the safety at work and during work the safety of the employees should be at maximum. The Company therefore has an employee from the health insurance department to investigate issues regarding quality, safety, health and the environment inside the Company.

The Company has benefits regarding annual health check-up for the employees so that the employees receive safety in between work with good health. The Company also controls the hours of work and rest to avoid Page 65

SEA OIL PUBLIC COMPANY LIMITED tiredness of the employees and any accidents that may happen. As well as the policy of prohibition of such threats and harassment at work place in order to create an environment that employees have respect to each other following human rights. All will be in accordance with the responsibility towards the society and the environment and the practice that respect human rights and the respect towards the fair labor practices.

The responsibility towards the society (Customer’s part) The Company promtoes the create satisfaction, relationship and value-added beneftis for the customers in which the Company has established the policy to control the loss of inventory and devliery in order to control and manage the quality and quantity to create good service with honesty.

Therefore, the Company has established procedures for control of delivery by sea and by train in order to give the authority to the Inspector to control and manage the delivery of fuel from start until the end.

The Inspector will also inspect the amount of fuel such that the customers will receive the exact amount of fuel they have ordered as well as the quality that the customers want. This is the responsibility towards the consumers following the responsibilities to the society.

Furthermore, the Company has received the Best Practice award by passing the standard test for control of the business for logistics services for 2015 from the Department of Business Development from the Ministry of Commerce. The Company has delivered the fuel to the customers with safety and according to the regulations concerning the delivery of fuel such that the customers receive goods of quality, correct quantity, and by the scheduled time in order to deliver the most satisfaction possible.

For the Catering and Service, the Company will offer service to the customer according to the international standard and to the customer’s order in quality, cleanliness, health, safety as well as honesty in the service given which follows the PTT Exploration and Production Public Company Limited’s policy of safety, health, and environment.

The Company realizes the responsibility towards the customers as important in which the Company will ask for an evaluation form the customers twice per year in the categories of purchasing order, standard of delivery, and standard of documents in order to improve the process which is in accordance with the Company’s policy.

Moreover, the Company has established a policy regarding the responsibility towards the society and environment which dictates the related guidelines of responsibility to customers. The Company will handle marketing with fairness, give good quality service and with determination in listening to any complaints in order to improve weaknesses. For 2015, the Company has brought out the standard quality check ISO 9001:2008 in order to help with the documents for purchase order/selling of fuel or the service given in order to improve the speed and the correctness for the customers.

In the case that the customer’s sees any corruption in any of the process, in the directors, managers, and the employees of the Company, the customers can submit a tip of such events of corruption to the channels that the Company has offered.

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SEA OIL PUBLIC COMPANY LIMITED The responsibility towards the society (Community and Institute of Education part) The Company has a mission to be responsible towards the society and community by practicing to develop the society and the community for sustainable growth. Therefore, the Company has established guidelines for practice in developing the society and community in doing parallel with the operations of the Company. As the Company’s business is about selling fuel through sea and Catering & Housekeeping for the employees at Oil Platforms at sea, which is all related to the sea, the Company focuses on developing the community which is located close to the sea and to develop such resource such as let go of sea creatures, cleaning up the beach for instance.

This is for the renovation of the ecology and to protect the resources which are close to the sea and to return to what they were before.

The Company foresee to implement awareness of protecting such natural resources in which must be done along with developing the seaside. As well as to promote such awareness into the youth of the community that are near sea or to promote to education institutions so they know to protect the resource at sea and close to the sea so that others will see the beauty of nature.

Education is the beginning point for the development of the society and the community, therefore, the Company promotes the education to the students and the education institutes such as, seminars for the students that do not have enough resources to study, and to give required items that will be used in the education institutes which is in accordance with the Company’s policy and mission.

The responsibility towards the society (Socially and Environment Part) The Company operates its business by selling fuel and the business of source food, raw material, and other services for the customers who are at sea. Therefore, the Company realizes the responsibility towards the society and to the environment according to the Company’s good corporate governance. In order to take care of the resources at sea and the environment as a whole, the Company will proceed according to the policy of operation in which the Management will not do anything that will cause damage towards the natural resource and the environment as well as to support the activities that would benefit the society as well as to implement awareness to all employees of all levels to be responsible for the society.

The Company has a policy for the Management’s role in which dictates that the Management practice according to laws and regulations that are in accordance with the business of selling fuel as well as the business of offering service to the sea. The Management will not do anything that will promote or support any illegal actions or attempt to avoid such laws that will not be responsible towards the society and the environment. This will be regarded as an important aspect for the Company to withhold and operate accordingly.

The Company has a policy to be responsible towards the society and the environment in which dictates the practices to develop the community and support the education as well as to take care of the environment. In order to be clear on the responsibility towards the society, some actions were taken, including, donating money and gifts to students, supporting education institutions to offer courses, and the reduction in

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SEA OIL PUBLIC COMPANY LIMITED electricity usage in the Company for example. The Company also realizes the support given to the community that produces handmade products in which the Company has supported by buying local products including agricultural products, and handmade products in which this helps farmers in the North-eastern locals and fabric community at Nakornpathom Province.

For 2015, the Company has a mission and vision to focus on operating with concern to the environment as well as to be responsible to the society and community. The Company promote that the employee to reduce electrical usage and to stop using natural resource, office materials, and to return the benefits to the community such as donating blood, donating money for education for students without the resources for instance.

10.4

Activities benefiting the society and the environment (CSR-After-Process) Sea Oil Public Company Limited is one of the Company in the Nathalin Group. Therefore, the Company has joined for activities with other companies in the group. The purpose of such activities is to return the benefits back to the society in order to create a basis for the education for the youth of the country. As well as to take care of the natural resources. The Company has a clear objective in helping with the education for the students in different education institutions. The Company also offers scholarships to the children of the employees with outstanding grades which is the practice of the Management as well as to return the benefits back to the future of the country.

Moreover, for 2015, the Company’s mission and vision support the policy for the responsibility towards the society and the environment which will operate with the society, environment and community in mind. The committee for the social activities was established to coordinate the work and the related activities as well as to promote the activities to the personnel the in organization to acknowledge to cooperate in the activities which will create the basis of peace of mind.

The committee for the social activities of Sea Oil Public Company Limited was established for the purpose of being held responsible for the making of such activities to return the benefits back to the society following the Company’s policy to create the root of education for the youths of the country as well as to help schools in the rural areas. The activities related to the environment and the business of the Company, and to operate according to the policy of good governance is the responsibility of the committee such that the vision of the Company will be achieve.

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SEA OIL PUBLIC COMPANY LIMITED The activities for the society by Sea Oil Public Company Limited for 2015 - “Donating to support Children’s Day” activities is co-joined between Sea Oil Public Company Limited and the companies of Nathalin group which donates money, food, drinks and sports equipment for the Pongployanusorn School for supporting Children’s Day on 9 January 2015.

- “Donating blood to help a life” activity for the year 2015 was managed

by Sea Oil Public Company Limited and the companies of Nathalin group which was managed 4 times in 2015 on the 12 February, 12 May, 13 August, 19 November 2015 in which the directors, mangers, and employee has all contributed.

- “The Charity Golf Tournament” activity was co-joined with the Plasalit (Kem) Golf Club with the purpose of sourcing funds to be donated as education scholarships which was held on 8 May 2015 in which Sea Oil Public Company Limited and Plasalit (Kem) Golf Club has awarded the scholarship to the students or education institutions which needs it.

- “The heart of offering IRPC Big Cleaning Beach 2015” activities was co-joined between Nathalin Group, IRPC Public Company Limited on 11 September 2015 in which Oil Sea Public Company Limited has joined to collect garbage near the pier of IRPC pier, Rayong Province, in order to reduce the trash in the environment.

- “Nathalin returns the trees to nature” activity was cojoined with the companies of Nathalin group and Battalion Large Antiaircraft Artillery Regiment Marine Corps, Rayong Province, on 17 October 2015 in which the directors, management and employees of the Company helped grow trees in eroded ground to restore forest and natural resource in Rayong.

- “Increase the heart for youth” activities was co-joined with the Nathalin group on the 18 October 2015 in which Sea Oil Public Company Limited has co-donated equipment’s for education for the students without the opportunity and a water filter for public areas, Rayong Province.

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SEA OIL PUBLIC COMPANY LIMITED - “Release marine creatures Chalermprakied 880,000 lives” was co-joined with the Nathalin Group and Electric Generating Authority of Thailand on 18 December 2015 in which Oil Sea Public Company Limited has donated money to support the activities to release marine creatures to rejuvenate the sea at Had-Yao, Nuea-Khlonh District, Krabi Province.

Avoid participation with corruption Policy on avoiding involvement with corruption At the Company’s Board of Director’s Meeting, a resolution was established to be a part of anticorruption and agreed to combat corruption which is in accordance with the Business Code of Conduct. This resolution was approved at the Company’s Board of Director’s Meeting No.6/2012 which states ethics of the directors, managers, and employees in the involvement to combat against corruption.

After that, at the Company’s Board of Director’s Meeting No.3/2014 on 30 July 2014, the resolution of the approval to create the policy to combat against corruption in which is to rely on the ethics, morality, and business ethics and as well as to have responsibility towards the society, environment and anyone with interest as well as to operate with transiency, fairness, and auditable in which to combat all forms of corruption both directly and indirectly to which clearly states the Company’s standpoint. The Company’s intention to combat corruption was submitted to the Thai Private Sector on the 25 September 2014.

For the practice of the directors and managers, it has been stated that the directors practice with honesty, transparency, and fairness to all sides as well as to be aware of the benefits of the Company and the shareholders. Take care of the Company to practice towards the employees, shareholders, and person of interest fairly, transparently, and fairly and will not operate as such that will cause damage to the Company.

Any person with such conflicts can contact the Company through mail, email, or recommendation box at the Company.

For the practice of the managers, the mangers has open for employees opportunities to announce such corruption events to the Company in which the available channels will be safe for the employees and can avoid such public disclosure in the organization.

Actions against corruption At present, the Company is in the process of establishing a plan for anti-corruption in which to promote and define the guidelines for the directors, management, employees and all individuals with interest.

The Company will also defend against corruption sustainably by evaluating the risk of the business and work process in which there will be an opening for different types of corruption. The Company also defines the measures for punishment in the event that an individual contravene such policy and the Company’s Code of Conduct. As such, the information is communicated to the management and employees in all levels to acknowledge the guideless of operating against corruption according to the Company’s policy.

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SEA OIL PUBLIC COMPANY LIMITED

Internal Control and Risk Management For year 2015, the Audit Committee performed its duties with prudent and independent in giving opinions for the highest benefit of the Company and also performed its duties in accordance with the Audit Committee Charter and assignments from the Board of Directors in full of which the Audit Committee opined that the Company had compliance system and internal control at the sufficient and appropriate level for the Company and subsidiary’s business including the preparation of financial information fully and duly presented facts in material part in compliance Thai Financial Reporting Standard –TFRS, the disclosure of information was in accordance with laws, regulations and covenants in connection with the Company’s business including it had full disclosure on related party transactions and the Company had developments on its operation to ensure that it would continuously have better quality and in line with business environment.

In the Audit Committee meeting No. 1/2016 on 26 February 2016, the Audit Committee conducted an annual review and evaluation of corporate internal control sufficiency, which was then presented to the Board of Director, to ensure effectiveness and efficiency of corporate performance and achievement of the Company’s goals based on internal audit report and auditor’s opinions toward the Company’s important work process and system control. Neither significant gaps nor defects were identified.

Consequently, in the Board of Director meeting No. 2/2016 on 26 February 2016, with the presence of 3 auditors/ independent auditors, the Board of Director assessed the Company’s internal control system by asking for information from management. In summary, based on the Company’s internal control system assessment of 5 elements, namely 1) organizational internal control 2) risk assessment 3) control over management performance 4) information and communication system, and 5) monitoring system, the Board of Director views that the Company’s internal control and audit systems are effective enough and suitable for current business, with continuous improvement and having reasonable in financial statement 2016 of SEAOIL company and subsidiary that it presented to statement of Financial Position, statement of Comprehensive Income and statement of Cash Flow.

Internal Control and Internal Audit The Audit Committee reviewed and assess the sufficient of annual internal control of the Company and subsequently proposed to the Board of Directors in order to ensure that the Company had an appropriate and sufficient internal control for the Company business with consideration from the internal audit report in connection with the Company’s significant performances, the risk management of which it resulted in there was no weakness or deficiency.

For the compliance of internal audit, the Audit Committee considered and nominated the Company’s internal audit by consideration from the independent performance, quality of audit task and knowledge and ability of profession including the approval of annual internal audit plan whereby using risk assessment and internal control pursuant to COSO standard.

The Audit Committee considered the outcome of internal audit on quarterly basis including the supervision and follow up of the adjustment or change of the performance in accordance with the Internal Audit’s recommendation on quarterly basis.

The Company determined the anti-corruption policy to be the scope of procedure in performing of the Company’s directors, management including employee in order to ensure that the carrying out of business is in accordance with transparency, fair and able to verification as well as providing communication channel for complaint or Page 71

SEA OIL PUBLIC COMPANY LIMITED suggestion from any person and employee including the Company declared its intention to be an alliance of anticorruption in Thai private sector. At the present, the Company was performing on risk management in relation to fraud and make measurement and audit system for transparency honesty in business and apply such anti-corruption policy and compliance plan for working.

Internal auditor’s information In the Audit Committee meeting No. 1/2015 on 25 February 2015, the Audit Committee appointed Well Planning Solution Company Limited the Company’s main internal auditor for year 2015. The Audit Committee took into consideration independence of performance, quality of auditors, professional capabilities, as well as internal audit plan of Well Planning Solution Company Limited. The Audit Committee deemed that Audit Committee was suitable for internal audit appointment.

Risk management The Company is aware that risk management is an important and essential mechanism; therefore, it has established organizational risk management guidelines. The objective is to enable the Company to be aware of risks and risk factors impacting the Company’s performance. The Company has defined clear organizational risk level and identified preventive measures and risk mitigations.

The Board of Director has appointed Risk Management Committee comprising all functional managers presided by the Chairman of Executive Committee as Head of the Committee. Risk Management Committee directly reports performance to the Audit Committee. Quarterly meetings are required to consistently assess and monitor performancerelated risks. Risks will be reviewed according to risk management framework annually, enabling management to be aware of potential risks and to come up with risk preventive measures, leading to the efficiency and effectiveness of the Company’s performance. In 2015, The Company had emphasized risk management by evaluation in all risk factor and determine prevention framework and solve internal risk and external risk. (Detail as Topic “Risk Factor”)

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SEA OIL PUBLIC COMPANY LIMITED

Related Party Transactions In 2015, the Company entered into related party transactions with persons with a possible conflict of interest, as described below: Parties with Conflict of Interest 1. Nathalin Co., Ltd. (“Nathalin”), engaging in marine petroleum transportation business

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Relationship

Type of Transaction

- Being SEAOIL’s major Revenue from sale of goods shareholder holding 47.22% of - SEAOIL sold fuel and lubricant products issued and paid-up capital to Nathalin, with prices determined by the - Having three mutual directors: cost plus pricing method.

1) Mr.Suraphon Meesathien 2) Mr.Prompong Chaisrisawatsuk 3) Ms.Neeracha Panboonhom 4) Acting Sub Lt. Chanwit Anakkul Trade account receivable - Sale of fuel and lubricant products with a credit term of 30 days

Transaction Value (Baht Million) Ended Dec 31, 2015

Necessity and appropriateness for related transactions

12.96 - The sale transactions were in accordance with normal business practices of the Company with the same selling price and trading conditions as other customers.

- Audit Committee considered that the transactions were reasonable because they were normal transactions and the price and trading condition were in accordance with 2.17 general trading conditions.

SEA OIL PUBLIC COMPANY LIMITED

Parties with Conflict of Interest Nathalin Co., Ltd. (Cont.)

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Relationship

Type of Transaction

Transaction Value (Baht Million) Ended Dec 31, 2015

Necessity and appropriateness for related transactions

Rental and service fee - SEAOIL has rented a space of 406.83 sq.m. on Fl. 6, Nathalin Building B, for use as its office for a term of three years from June 1, 2014 to May 30, 2017 with a rental and service fee of Baht 142,390.50 per month and rented a space of 72.22 sq.m. on Fl 6, Nathalin Building B, for use as its office for a term of 1 year 8 month from Oct 1, 2015 to May 31, 2017 with a rental and service fee of Baht 1 4 , 444 per month.

1.91 - The Company paid the rent and service fee

IT management fee - SEAOIL paid an IT management fee to Nathalin at Baht 36,400 per month and license fee at Baht 15,400 per month for a one-year agreement term from Jan 1, 2015 to Dec 31, 2015

0.62 - The Company outsources IT functions to

to Nathalin at the rate stated in the agreement which is same rate as Nathalin charges other companies in Nathalin Group and third party who rents the premise.

- Audit Committee considered the transaction was reasonable because the rent and rental conditions are in accordance with the agreement and appropriate.

Nathalin because the Company uses Ship Manager System as the main operating system and the system was developed by Nathalin Group for marine transportation business that the transaction was necessary and reasonable.

SEA OIL PUBLIC COMPANY LIMITED

Parties with Conflict of Interest Nathalin Co., Ltd. (Cont.)

Relationship

Type of Transaction

Necessity and appropriateness for related transactions

Human resource management fee - SEAOIL paid a human resource management fee to Nathalin at Baht 27,720 per month under an agreement valid from Jan 1, 2015 to Dec 31, 2015

0.48 - The Company had outsourcing agreement

Property Tax - SEAOIL has rented a space of 4 0 6 . 8 3

0.13 - The Company paid the rent and service fee

sq.m. on Fl. 6, Nathalin Building B, for use as its office for a term of three years from June 1, 2014 to May 30, 2017 with a rental and service fee of Baht 1 4 2 , 3 9 0 . 5 0 per month and SEAOIL

has Property Tax payment duties for paid 210 square metre *12.50% in each year with assessment of Government Office.

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Transaction Value (Baht Million) Ended Dec 31, 2015

for human resource management service with Nathalin Management Co., ltd. The Company considered that Nathalin is more expert in human resource management and the outsourcing service fee is lower than hiring staffs to look after this function.

- Audit Committee considered that the transaction was reasonable with appropriate service fee and conditions. to Nathalin at the rate stated in the agreement which is same rate as Nathalin charges other companies in Nathalin Group and third party who rents the premise.

- Audit Committee considered the transaction was reasonable because the rent and rental conditions are in accordance with the agreement and appropriate.

SEA OIL PUBLIC COMPANY LIMITED

Parties with Conflict of Interest

Relationship

Nathalin Co., Ltd. (Cont.)

2. Khunnathee Co.,Ltd. (“Khunnathee”), engaging in marine petroleum transportation business

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-

Type of Transaction

Transaction Value (Baht Million) Ended Dec 31, 2015

Necessity and appropriateness for related transactions

Other current assets - SEAOIL paid a rental deposit according to the office rental agreement. Such deposit will be refunded, without interest, within 60 days after completion of the rental term, provided that the rentee must not have any obligations and/or debts outstanding.

0.10 - The transaction was the deposit for office

Accrued management fee - Consisting of electricity charge, information management fee, and human resource management fee payable by SEAOIL to Nathalin.

0.11 - The accrued management fee was due to

Having a mutual major Long-term investment shareholder, i.e. Nathalin, which - SEAOIL has invested in 133,335 shares holds 47.22% of SEAOIL’s issued in Khunnathee, representing 3 . 3 3 % of and paid-up capital and 43.78% Khunnathee’s issued and paid-up of Khunnathee’s issued and paidcapital.

17.53 - The transaction occurred in 2007 and 2008

rent as per the rental contract. If the Company has no obligation and/or outstanding liability when the contract expires, the Company will receive the rental deposit back that the transaction was reasonable.

the payment timeline in the contract does not fall on the accounting ending period.

The payment date stated in the contract is the 10th of every month.

- Audit Committee considered that the transaction was reasonable with the conditions stated in the contract. which the Company invested in Khunnathee’s share. As of December 31, 2015 the book value of Baht 310.61 per share was higher than the Company’s cost

SEA OIL PUBLIC COMPANY LIMITED

Parties with Conflict of Interest Khunnathee Co.,Ltd. (Cont.)

Relationship

Type of Transaction

up capital. SEAOIL holds 3.33% Dividend income of Khunnathee’s issued and paid- - SEAOIL received dividend from up capital. investment in Khunnathee.

- Having two mutual director , Mr. Suraphon Meesathien and Acting Sub Lt. Chanwit Anakkul

Revenue from sale of goods - SEAOIL sold fuel and lubricant products to Khunnathee, with prices determined by the cost plus pricing method.

Accrued Dividend - SEAOIL received dividend from

Transaction Value (Baht Million) Ended Dec 31, 2015

30.86 - Khunnathee paid dividend 2 times in 2015 1 . Received cash dividend baht 6.41 per share on March 31, 2015.

2. Received diveidend in BOI baht 216 paer share and non-BOI baht 9 per share on November 30, 2015.

- The transaction was reasonable with investment.

2.33 - Audit Committee considered that the transactions were reasonable because they were normal transactions and the price and trading condition were in accordance with the same selling price and trading conditions as other customers.

30.00 - SEAOIL has invested in 133,335 shares in Khunnathee but wait received diveidend in BOI baht 216 per share and non-BOI baht 9 per share.

investment in Khunnathee but waiting dividend payment from Khunnathee.

Trade account receivable - Services of Water Quality Tester for consume on ship with a credit term of 30 days

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Necessity and appropriateness for related transactions

0.45

SEA OIL PUBLIC COMPANY LIMITED

Parties with Conflict of Interest 3. N.T.L. Marine Co., Ltd. engaging in marine petroleum transportation business

Relationship

Type of Transaction

- Having

Necessity and appropriateness for related transactions

a mutual major Revenue from sale of goods shareholder, i.e. Nathalin, which - SEAOIL sold fuel and lubricant products to N.T.L. Marine Co., Ltd., with prices holds 4 7 . 2 2 % of SEAOIL’s determined by the cost plus pricing issued and paid-up capital and method.

99.99% of N.T.L. Marine Co., Ltd.’s issued and paid-up - SEAOIL sold fuel and lubricant products capital. to N.T.L. Marine Co., Ltd., with prices determined by the cost plus pricing - Having two mutual director , Mr. Suraphon Meesathien and method. (by Sea oil Offshore Ltd.) Acting Sub Lt. Chanwit Anakkul Trade account receivable - Sale of fuel and lubricant products with a credit term of 30 days - Sale of fuel and lubricant products with a credit term of 30 days by Sea oil Offshore Ltd.

160.95 - Audit Committee considered that the

Transportation service fee - SEAOIL hired N.T.L. Marine Co., Ltd. to transport petroleum for overseas distribution.

14.11 - The Company paid transportation service

Trade account payable - Employment of NTL to provide marine petroleum transportation service for overseas distribution.

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Transaction Value (Baht Million) Ended Dec 31, 2015

0.63

transactions were reasonable because they were normal transactions and the price and trading condition were in accordance with the same selling price and trading conditions as other customers.

27.42 - Audit Committee considered that the

0.63

transactions were reasonable because they were normal transactions and the price and trading condition were in accordance with the same selling price and trading conditions as other customers.

fee at similar rate as market rate.

- Audit Committee considered that the transaction was reasonable and transportation cost was at market rate with general trading conditions.

1.08

SEA OIL PUBLIC COMPANY LIMITED

Parties with Conflict of Interest 4. Tavorn Marine Co., Ltd. engaging in marine petroleum transportation business

Relationship

Type of Transaction

- Having

a mutual major Revenue from sale of goods shareholder, i.e. Nathalin, which - SEAOIL sold fuel and lubricant products to Tavorn Marine Co., Ltd., with prices holds 47.22% of SEAOIL’s determined by the cost plus pricing issued and paid-up capital and method.

99.99% of Tavorn Marine Co., Ltd.’s issued and paid-up Trade account receivable capital.

Transaction Value (Baht Million) Ended Dec 31, 2015

Necessity and appropriateness for related transactions

16.30 - Audit Committee considered that the

2.45

transactions were reasonable because they were normal transactions and the price and trading condition were in accordance with the same selling price and trading conditions as other customers.

- Sale of fuel and lubricant products with a credit term of 30 days 5. Thai Marine Tanker Co., Ltd. - Having a mutual major engaging in marine shareholder, i.e. Nathalin, which petroleum transportation holds 47.22% of SEAOIL’s business issued and paid-up capital and 99.99% of Thai Marine Tanker Co., Ltd.’s issued and paid-up capital.

- Having a mutual director , Acting Sub Lt. Chanwit Anakkul

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Revenue from sale of goods - SEAOIL sold fuel and lubricant products to Thai Marine Tanker Co.,Ltd. with prices determined by the cost plus pricing method.

0.19 - Audit Committee considered that the

Trade account receivable - Sale of fuel and lubricant products with a credit term of 30 days

0.19

Transportation service fee - Sea Oil Offshore Ltd. hired Thai Marine Tanker Co., Ltd. to transport petroleum for overseas distribution.

4.21 - Audit Committee considered that the

transactions were reasonable because they were normal transactions and the price and trading condition were in accordance with the same selling price and trading conditions as other customers.

transaction was reasonable and transportation cost was at market rate with general trading conditions.

SEA OIL PUBLIC COMPANY LIMITED

Parties with Conflict of Interest 6. Prima Marine Co.,Ltd. (Company Name In Past “Nathalin Offshore Co., Ltd.”) Providing petroleum and other products management services for petroleum drilling and exploration business and other businesses

Relationship

Type of Transaction

Revenue from sale of goods - i.e. Nathalin, which holds 47.22% of SEAOIL’s issued - SEAOIL sold fuel and lubricant and paid-up capital and 99.99% products to Nathalin Offshore Co., Ltd. of Nathalin Offshore Co., Ltd.’s with prices determined by the cost plus issued and paid-up capital. pricing method.

- Having two mutual directors, Revenue from rendering of services Mr. Suraphon Meesathien and - SEAOIL rendered catering and service to Mr. Prompong Chaisrisawatsuk rig crew aboard accommodation barge, with service fee charged per person per day at a mutually agreed rate Trade accounts receivable - Sale of fuel and lubricant products with a credit term of 30 days - Rendering of catering and service with a credit term of 60 daysfrom invoice date

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Transaction Value (Baht Million) Ended Dec 31, 2015

Necessity and appropriateness for related transactions

0.18 - The sale transactions were in accordance with normal business practices of the Company with the same selling price and trading conditions as other customers.

57.31 - Catering and Service business is in accordance with the agreed price and conditions.

3.83

- Audit Committee considered that the transaction was reasonable. The service fee per person per day was as agreed in the agreement. After deducting the cost of service, the Company still gained profit from this business at reasonable rate.

SEA OIL PUBLIC COMPANY LIMITED

Parties with Conflict of Interest

7. Nathalin Management Co., Ltd. engaging in ship management business

Page 81

Relationship

Type of Transaction

Rental fee - Having a mutual shareholder, i.e. Nathalin, which holds - SEAOIL paid a warehouse rental fee to 47.22% of SEAOIL’s issued Nathalin Management Co., Ltd. for a and paid-up capital and 99.99% rented space of 3.75 square meters at of Nathalin Management Co., Baht 750 per month, with agreement Ltd.’s issued and paid-up valid from December 1, 2012 to capital.

November 30, 2015. and - As of 1 June 2013, the Company increases the rental area in the warehouse from 3.75 square meters to 16.70 square meters with the total monthly rent of 3,340 baht per square meter.

- Renew agreement for rent as its warehouse for the rental area in the warehouse from 19.18 square meters with the total monthly rent of 3,836 baht per square meter for a term of 1 year from December 1, 2015 to November 30, 2016.

Transaction Value (Baht Million) Ended Dec 31, 2015

Necessity and appropriateness for related transactions

0.04 - The Company rented warehouse space of tltle deed No. 22197, Land No. 641 TambolBangchalong, AmphoeBangplee, SamutProkarn from Nathalin Management Col, Ltd. for keeping documents and asset.

- Audit Committee considered that the transaction was necessary because the Company required moderate space for keeping document and asset. Other lessors offered minimum area for rent which was larger than Company’s requirement and Audit Committee considered the transaction was reasonable because the rent and rental conditions are in accordance with the agreement and appropriate.

SEA OIL PUBLIC COMPANY LIMITED

Parties with Conflict of Interest 8. Seachem Transport Co., Ltd. engaging in marine petroleum transportation business

9. Golden Ship Supply Co., Ltd. Wholesale of transport equipment

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Relationship

Type of Transaction

- Having a mutual shareholder, Revenue from sale of goods i.e. Nathalin, which holds - SEAOIL sold fuel and lubricant products 47.22% of SEAOIL’s issued and to Seachem Transport Co., Ltd., with paid-up capital and 99.99% of prices determined by the cost plus Seachem Transport Co., Ltd.’s pricing method. issued and paid-up capital.

Trade account receivable - Sale of fuel and lubricant products with a credit term of 30 days.

Inspector & auditor fee - SEAOIL paid an inspector & auditor fee to Golden Ship Supply Co., Ltd.for an inspection and audit service from origin to destination on a lump sum basis.

- Having a mutual shareholder and director, i.e. Mr. Suraphon Meesathien who is SEAOIL’s authorized director and also is Golden Ship Supply Co., Ltd.’s authorized director and shareholder holding 10% of - SEAOIL paid an inspector & auditor fee to Golden Ship Supply Co., Ltd.for an issued and paid-up capital. inspection and audit service from origin to destination on a lump sum basis (by Sea Oil Offshore Ltd.).

Transaction Value (Baht Million) Ended Dec 31, 2015

Necessity and appropriateness for related transactions

3.64 - The sale transactions were in accordance

0.42 1.81

0.02

with normal business practices of the Company with the same selling price and trading conditions as other customers.

- Audit Committee considered that the transactions were reasonable because they were normal transactions and the price and trading condition were in accordance with general trading conditions.

- This is the only company in Thailand that provides full loop of oil inspector and auditor service from loading port to destination with lump sum service fee while other service provider charges by hours of working time with overtime basis. If the Company chooses other service provider, the cost will be much higher.

Trade account payable - Inspector &auditor fee

0.09 - Audit Committee considered that the

- Inspector &auditor fee by Sea Oil Offshore Ltd.

0.02

transactions were reasonable because respond to company which services from loading port to destination and this cost rate is lower than others.

SEA OIL PUBLIC COMPANY LIMITED

Parties with Conflict of Interest

10. BorThorDor Co., Ltd. engaging in marine petroleum transportation business

Relationship

Type of Transaction

- Having a mutual shareholder, Revenue from sale of goods i.e. Nathalin, which holds - SEAOIL sold fuel and lubricant products 47.22% of SEAOIL’s issued and to BorThorDor Co., Ltd., with prices paid-up capital and directly and determined by the cost plus pricing indirectly holds an aggregate of method.

18.24% of BorThorDor Co., Ltd.’s issued and paid-up capital; and havingMr. Suraphon - SEAOIL sold fuel and lubricant products Meesathien, who is SEAOIL’s to BorThorDor Co., Ltd., with prices authorized director, serve on the determined by the cost plus pricing nine-member board of directors method (by Sea Oil Offshore Ltd.). of BorThorDor Co., Ltd. Trade account receivable - Sale of fuel and lubricant products with a credit term of 30 days

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Transaction Value (Baht Million) Ended Dec 31, 2015

Necessity and appropriateness for related transactions

2.51 - The sale transactions were in accordance with normal business practices of the Company with the same selling price and trading conditions as other customers.

- Audit Committee considered that the transactions were reasonable because they 1.27 were normal transactions and the price and trading condition were in accordance with general trading conditions.

0.34

SEA OIL PUBLIC COMPANY LIMITED

Parties with Conflict of Interest

11. N.A.T. Mart Co., Ltd. Convenience Stores Business

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Relationship

Type of Transaction

- Having a mutual shareholder, Lunch service for employees

Transaction Value (Baht Million) Ended Dec 31, 2015

Necessity and appropriateness for related transactions

0.24 - The Company paid for employees’ lunch as

i.e. Nathalin, which holds - Lunch service for SEAOIL’s staffs at Baht 35 per person per day Lunch 47.22% of SEAOIL’s issued and service for January 1, 2015 to June 30, paid-up capital and 99.98% of 2015.

N.A.T. Mart Co., Ltd.’s issued and paid-up capital.

employee benefit at normal market rate.

- Audit Committee considered that the transaction was reasonable with appropriate price because there is no restaurant located in the Company’s office surrounding area. With this employee benefit, staffs do not have to go out for lunch.

Fitness membership fee The company paid Fitness membership fee to N.A.T. Mart Co., Ltd. at Baht 1,085 per month per person for period January 1, 2015 to December 31, 2015.

0.36 - Audit Committee considered that the transaction was beneficial to Company’s staff and the service fee was similar to other fitness centers nearby

SEA OIL PUBLIC COMPANY LIMITED

Parties with Conflict of Interest 12. TOP Nautical Star Co., Ltd. engaging in marine petroleum transportation business

Transaction Value (Baht Million) Ended Dec 31, 2015

Necessity and appropriateness for related transactions

Relationship

Type of Transaction

- Having a mutual shareholder, i.e. Nathalin, which holds 47.22% of SEAOIL’s issued and paid-up capital and 34.99% of Nathalin Offshore Co., Ltd.’s issued and paid-up capital.

- (Mr.Prompong Chaisrisawatsuk resigned from a director of TOP Nautical Star Co., Ltd. in October 2015)

Revenue from sale of goods - SEAOIL sold fuel and lubricant products to TOP Nautical Star Co., Ltd., with prices determined by the cost plus pricing method.

44.33 - The sale transactions were in accordance

Trade account receivable - Sale of fuel and lubricant products with a credit term of 30 days.

18.62

with normal business practices of the Company with the same selling price and trading conditions as other customers.

- The sale transactions were in accordance with normal business practices of the Company with the same selling price and trading conditions as other customers.

13. Kanchana Marine Co.,Ltd. engaging in ship management business

Revenue from sale of goods - Having a mutual shareholder, - SEAOIL sold fuel and lubricant products i.e. Nathalin, which holds to Kanchana Marine Co.,Ltd., with prices 47.22% of SEAOIL’s issued determined by the cost plus pricing and paid-up capital and 99.99% method. of Kanchana Marine Co., Ltd.’s issued and paid-up capital.

- Having a mutual directors, Acting Sub Lt. Chanwit Anakkul

14.68 - The sale transactions were in accordance

14. Speed Production Co.,Ltd. engaging in all type of entertainment

- Having mutual shareholder Cost of design and communication media.

0.37 - Cost of designed and multimedia is

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i.e.Mrs.Vilaisri Panboonhom and Ms,Paleerat Panboonhom hold 60% of issued and paid up capital of Speed Production Co.,Ltd.

with normal business practices of the Company with the same selling price and trading conditions as other customers.

comparable with the rate of other service provider and this cost rate is lower than others also their office is near the company to convenience.

SEA OIL PUBLIC COMPANY LIMITED

Parties with Conflict of Interest 15. BSC Management Recruitment Co.,Ltd. Engaging in Others Employment ,placement agency

16. United Offshore Aviation Co.,ltd.

Engaging in Air Transportation

Relationship

- Having

a mutual major shareholder, i.e. Nathalin, which holds 4 7 . 2 2 % of SEAOIL’s issued and paid-up capital and 74.99% of BSC Management Recruitment Co., Ltd.’s issued and paid-up capital.

- Having a mutual shareholder and director, i.e. Miss Neeracha Panboonhom who is SEAOIL’s authorized director and also is United Offshore Aviation Co.,Ltd .authorized director and Nathalin Co.,Ltd hold 30% of United Offshore Aviation Co.,ltd’s issued and paid-up capital.

Type of Transaction Cost of domestic airplane ticket.

Cost of design and communication media.

Revenue from sale of goods - SEAOIL sold Jet A1 products to United Offshore Aviation Co., Ltd., with prices determined by the cost plus pricing method.

Trade account receivable (Ms.Neeracha Panboonhom - Sale of Jet A1 product with a credit term resigned from a director of of 30 days United Offshore Aviation Co.,Ltd

in May 2015)

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Transaction Value (Baht Million) Ended Dec 31, 2015

Necessity and appropriateness for related transactions

0.28 - Same price compared with other supplier but

0.03

BSC Management Recruitment Co., Ltd. gives 7 day credit to SEAOIL while we pay cash to other suppliers.

8.47 - The sale transactions were in accordance with normal business practices of the Company with the same selling price and trading conditions as other customers.

- Audit Committee considered that the transactions were reasonable because they were normal transactions and the price and trading condition were in accordance with 1.43 general trading conditions.

SEA OIL PUBLIC COMPANY LIMITED

Parties with Conflict of Interest

17. Thanavee Marine Co.,Ltd. Maritime Business

Page 87

Relationship

- Having a mutual shareholder

Type of Transaction

Revenue from sale of goods i.e. Mr.Cherdchoo Panboonhom - SEAOIL sold fuel and lubricant products to Thanavee Marine Co.,Ltd., with prices ,who is authorized director and determined by the cost plus pricing hold 10% of Thanavee Marine method.

Co.,Ltd..’s issued and paid-up capital.

Transaction Value (Baht Million) Ended Dec 31, 2015

Necessity and appropriateness for related transactions

0.74 - The sale transactions were in accordance with normal business practices of the Company with the same selling price and trading conditions as other customers.

SEA OIL PUBLIC COMPANY LIMITED

Policy on related transactions For the related transactions in the future, the Company will conduct in a clear and fair way, without causing any benefit transfer and the Company will comply with the Securities and Stock Exchange Laws and regulation, announcement, obligation of Security Exchange Thailand and Capital Market Committee, including conform with the confidentiality regulations about related transactions and/or property acquisition or sale that are important to the Company or subsidiary company or associated company according to the accounting standard by The Institute of Certified Accountants and Auditors of Thailand.

Measurement or approval process of related transactions The Board of Directors meeting resolved to set the measurement or approval process of related transactions between the Company and individuals which may lead to disputes and the relevant parties and the Company will comply with Securities and Stock Exchange Laws and regulation, announcement, obligation of Security Exchange Thailand and Capital Market Committee.

However, the management and the interested person will not be able to participate in the approval.

If the law stipulated that Board of Directors’ approval must be obtained, the Company will arrange audit committee to attend the meeting to examine and give opinion about the necessity and the reasonableness of the transaction. The principle for the transactions that are trading agreement with general trading conditions and the transaction that are trading agreement with special trading conditions and other related transactions are as set out below:1. Transactions that are normal business and supporting business of the main business with general trading conditions For the transaction that are normal business and supporting business of the main business with general trading conditions, such as gasoline and lubricating oil trading, catering business, raw materials providing business and other services for the residence at the sea, sea vessel, and oil drilling platforms located in the sea (Supply Management) and the supporting transaction of normal business such as oil transportation and service providing to the customer in general, etc. that are done between the Company and director, management, major company, or relevant person and officially approved by the Board of Directors, the Executive Board or Management Division is able to approve such transaction If the transaction has a trading agreement in the same way as what a reasonable man would conduct with the contract party in general under the same situation with the bargaining power that is freed from the influence of being a director, management, major company or relevant persons. The Company will prepare a summary of transaction for presenting in Board of Directors on quarterly basis.

2. Transactions business without general trading conditions with and other intercompany transactions Transactions business without general trading conditions with and other intercompany transactions that worth 1 million baht and above such as the rent/rent out of main property for operation, significance acquisition or sale of fixed asset, giving or receiving financial support, etc. must be examined and considered by Audit Committee before submitting to Board of Directors and/or Shareholders’ meeting for further consideration and approval. The Company shall comply with Securities and Stock Exchange Laws and regulation, announcement, obligation of Security Exchange Thailand and Capital Market Committee, including the conformity to the confidentiality regulations about the intercompany transactions and/or the acquisition or sale of important property of the Company.

If the Audit Committee is not expert in consideration of the intercompany transactions that may occur, the Company will appoint independent expert or Company’s auditor to consider about the intercompany transactions in order to support Audit Committee’s decision and/or Board of Directors and/or Shareholders as the case may me to make sure that the transaction is necessary and reasonable by considering on Company’s benefit. The Company will present the intercompany transactions in Annual Registration Statement (Report Form 56-1), Annual Report, and Notes to the financial statement that is audited by Company’s auditor.

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SEA OIL PUBLIC COMPANY LIMITED

Report of the Board of Directors’ Responsibility for Financial Reporting The Board of Directors is responsible for financial statement and the financial report of Sea Oil Public Company Limited (“ The Company” ) and its subsidiaries which has been prepared in according to appropriate accounting policy, consistency practices ,and in conformity with the Financial Reporting Standards of Thailand .Significant information were sufficiently disclosed as notes in financial statement and have been audited by the Certified Auditor of PriceWaterhouseCoopers ABAS Limited and expressed an unqualified opinion in the auditor’s report and disclosed in the annual report.

The Board of Directors had appointed the Audit Committee which comprised of 3 Independent Directors to ensure accuracy and adequacy of the Financial reports, review the internal control system and internal audit that its efficiency and effectiveness. The opinion of the Audit Committee has been disclosed in the Company’s annual report.

The Board of Directors assured that overall internal control system of the Company is sufficient and appropriate to reasonably accredit of the financial statement of Sea Oil Public Company Limited and its subsidiaries for the year ended December 31, 2015 which represented financial position , result of operations and cash flow in accordance with the Financial Reporting Standards of Thailand .

Mr. Apisit Rujikeatkamjorn Chairman

Ms. Neeracha Panboonhom Chief of Executive Committee and Managing Director

Page 89

SEA OIL PUBLIC COMPANY LIMITED The Audit Committee Report Dear Shareholders, The Audit Committee of Sea Oil Public Company consists of 3 Independent Directors who have expertise and experience in accounting, law and administrative and also have qualification as required under the Notification of the Office of Securities and Exchanges Commission. The Audit Committee duly performed its duties within the scope and responsibilities as assigned by the Board of Directors which are prescribed in the Audit Committee’s Charter and in line with the Notification of Capital Market Supervisory Board and regulations of the Stock Exchange of Thailand.

In year 2015, the Audit Committee conducted 6 meeting in total and reported its performance to the Board of Directors on quarterly basis, the details of attendance of each Audit Committee’s member are as follows: 1. Assoc. Prof. Dr.Ruth Banomyong 2. Mr. Teweep Soontornsingha 3. Dr. Chalermwit Chimtragoon

Chairman of Audit Committee Audit Committee Audit Committee

attendances 6 out of 6 attendances 6 out of 6 attendances 6 out of 6

,whereby every meeting was the meeting with the Auditor, Internal Auditor, Managing Director, Executive Director of Accounting and Finance department and other relevant executive directors in accordance with relevant agendas, including 1 time meeting with the Auditor and Internal Auditor without attendance of any managements for independent consultations on significant matters as well as acknowledgments of performances and recommendations, including complications and difficulties during performing of duties. The Audit Committee independently reported, made an opinion and gave recommendation to the Board of Directors of which it can be summarized as follows: Financial Statement Review The Audit Committee considered and reviewed material financial information of quarter financial statement and annual financial statement for the year 2015 and made inquiries and received clarification from managements and Auditor including the acknowledgement of recommendation as per auditing and suggestion of the Auditor of which the Audit Committee shared the same view with the Auditor that the financial statement as at 31 December 2015 of the Company was duly prepared in all material as aspects in accordance with Thai Financial Reporting Standard (TFRS) and had disclosing in sufficient.

Internal Control and Internal Audit The Audit Committee reviewed and assess the sufficient of annual internal control of the Company and subsequently proposed to the Board of Directors in order to ensure that the Company had an appropriate and sufficient internal control for the Company business with consideration from the internal audit report in connection with the Company’s significant performances, the risk management of which it resulted in there was no weakness or deficiency.

For the compliance of internal audit, the Audit Committee considered and nominated the Company’s internal audit by consideration from the independent performance, quality of audit task and knowledge and ability of profession including the approval of annual internal audit plan whereby using risk assessment and internal control pursuant to COSO standard. The Audit Committee considered the outcome of internal audit on quarterly basis including the supervision and follow up of the adjustment or change of the performance in accordance with the Internal Audit’s recommendation on quarterly basis.

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SEA OIL PUBLIC COMPANY LIMITED Legal and Regulatory Review The Audit Committee reviewed the Company’s performance through compliance unit to ensure that the Company’s performance is in compliance with the laws concerning securities and exchanges, the Stock Exchange of Thailand’s regulations and relevant laws in connection with the Company’s business. The Audit Committee opined that the Company had internal control on the compliance with relevant laws and regulations in sufficient and effectiveness.

Related Party Transaction and Conflict of Interest Review The Audit Committee considered related party transactions or transactions with conflict of interest to comply with laws and the Stock Exchange of Thailand’s regulations of which the Audit Committee opined that the Company entered into related party transactions in accordance with general trading condition and reasonable price as entry into the same transaction with general person and for the highest benefits of the Company’s business. In addition, the Company fully complied with policy and disclosed information pursuant to the Stock Exchange of Thailand.

Nomination Appointment and Determination of the Auditor’s Remuneration The Audit Committee considered to nominate, appoint and determine the Auditor’s remuneration from qualification, quality of audit tasks, independent in performing, knowledge and ability in profession and experience in audit of similar or related businesses of the Company. For the Auditor’s remuneration, it should consider the scope of responsibility of the Auditor and appropriation in comparing with other auditors’ remuneration.

The Audit Committee considered to appoint PricewaterhouseCooper ABAS Limited as the Company’s Auditor for the year 2016 and to determine the appropriate remuneration for proposing the Board of Directors to subsequently propose it to the shareholders for approval.

To summarize, The Audit Committee performed its duties with prudent and independent in giving opinions for the highest benefit of the Company and also performed its duties in accordance with the Audit Committee Charter and assignments from the Board of Directors in full of which the Audit Committee opinioned that the Company had compliance system and internal control at the sufficient and appropriate level for the Company’s business including the preparation of financial information fully and duly presented facts in material part in compliance with the general accounting standard, the disclosure of information was in accordance with laws, regulations and covenants in connection with the Company’s business including the Company had developments on its operation to ensure that it would continuously have better quality.

On behalf of the Audit Committee

(Assoc. Prof. Dr. Ruth Banomyong) The Chairman of the Audit Committee

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SEA OIL PUBLIC COMPANY LIMITED

Management Discussion and Analysis: MD&A Executive Summary In 2015, the overview of Thailand economy has slightly growth from the previous year, resulted from government’s spending stimulus policy . Tourism have continuously growth especially on the second half of year but the export still declined in line with the World economy slowdown. World’s Oil Price situation remained fluctuate and likely to constantly decline among oversupply situation of crude oil in the market which ultimately effect the business operations in petrochemical industry. From the declined of oil prices in the market have encouraged the expansion of Logistic and Tourism business so the domestic energy demand in 2015 has slightly increased from the previous year as shown in the report of Thailand’s Oil production and sales in 2015 with increased rate from the 2014 per graph (Source : Department of Energy Business) .From the oil prices situation declined effect the decreased of the company Sales revenue of Fuel which was major revenue of the Company but had not effect on the company’s operating profit due to the Company had set the risk management strategy to handle oil price fluctuation by fixing selling price using the cost plus pricing method. In addition, the Company has been registered as a fuel trader under Section 10 of the Fuel Trade Act B.E. 2543, thus it did not store any reserve fuel and did not receive any impact from decreasing of value in stock balance. However the 2015 Company’s total volume sales still increased from the previous year 23.73% resulted from the expansion of International and Andaman market.

Thailand’s fuel production and sales in 2013-2015 

Sales of Fuel in Thailand

Production of Fuel in Thailand Unit : Million Litre

Unit : Million Litre

60000

50000

50000

40000

40000

30000

30000

20000

20000

10000

10000

0

0

2013 Diesel

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Gasoline

2014 Aviation Fuel

2013

2015 Fuel

Kerosene

Diesel

Gasoline

2014 Aviation Fuel

2015 Fuel

Kerosene

SEA OIL PUBLIC COMPANY LIMITED

YoY +/- (%)

For the Company

(Unit : Million Baht)

2014

2015

3,071.59

2,617.94

-14.77

3,071.59 2,769.29

-9.84

218.94 114.16 87.75 0.37

241.03 177.30 105.28 0.29

10.09 55.31 19.97 -21.62

218.94 111.84 85.44 0.36

16.06 -29.36 -92.39 -94.44

Revenue from Sales and Services Gross Margin EBITDA Net Profit Earning Per Share ( Baht )

Consolidated

YoY +/- (%)

Income Statement

2014

2015

254.09 79.00 6.50 0.02

Sea Oil Public Company Limited has 2 core business which are Suppliers Marine Bunker Fuel and Lubricant products to sea vessels and in-land customers and provides Catering and Housekeeping service and general supply to Oil & Gas Exploration business both offshore and onshore (Supply Management) Summary of 2015 Operating performance For the year 2015, the Company and its subsidiaries have the total revenue from sales and services in total amount of Baht 2,769.29 million, EBITDA of Baht 79 million , Total net profit of Baht 6.50 million and Earing per share is 0.02 baht.

Comparison of 2015 and 2014 Operating results In the 2015 The Company and its subsidiaries has the total net profit of baht 6.50 million decreased by 92.39 % compared to the 2014 year ,the mainly result from the share of loss of Joint venture in Pan Orient Energy (Siam) Ltd. (“POES”) amount of baht 45.95 million , POES business is the Exploration, development and production of petroleum and natural gas business in Thailand by Sea Oil Energy Ltd. Invested the POES shares 49.99%. The share of loss in POES come from the POES revenues has decreased due to the situation of the World’s crude oil price has been sharply declined compared to the previous year, however the POES Management has adapted the operational strategic plan to reduce the impact from the decreased of oil price by production plan changing to reduce the total of production cost align to the present oil price.

According to the financial reporting standards no. 3 ( The business Combination) specify that the Company need to record the fair value of the asset from the investment within 1 year after acquisition date , the end of 2015 the Company completed identification of the fair value of assets and liabilities from the purchase of POES’s share according to TFRS 3. The Company adjusted the impact at the acquisition date. The result of testing Impairment from Joint venture investment reported that the summary of the present value by cash flow projection is higher than the cost of investment. Therefore in 2015 the Company has not recorded any Impairment of such investment.

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SEA OIL PUBLIC COMPANY LIMITED

Revenue Structure (Unit : Million Baht) Revenue from Sales  Bunker sales  Jobber Revenue from services Others income* Total

The Company and subsidiaries 2014 2015 Amount % Amount

%

2,811.75 2,794.40 17.35 259.83 7.58

91.17 90.61 0.56 8.42 0.41

2,552.17 2,451.33 100.84 217.11 37.03

90.94 87.35 3.59 7.74 1.32

3,079.17

100.0

2,806.31

100.0

* Other income such as Gain from exchange rate, dividend income, penalty from late payment, interest received and other income.

2015 Income Structure of the Company and subsidiaries In 2015 the Company and its subsidiaries have the total revenue of baht 2,806.31 million consisted of revenue from fuel and lubricant sales of baht 2,552.17 million , revenue from Supply Management of baht 217.11 million and other income ( dividend income , gain on exchange rate and interest received ) of baht 37.03 million In 2015 ,The Company and its subsidiaries had the revenue from fuel and lubricant sales of baht 2,552.17 million, decreased by 9.23% from 2014 which was mainly caused from the sharp drop of oil price in the market compared to the previous year , however the Company’ total sales volume in 2015 still increased by 23.73% from 2014 , the mainly increase of sales volume in 2015 from the domestic bunker sales .

In 2015, The Company and its subsidiaries had the revenue from Supply Management of baht 217.11 million decreased by 16.44 % from 2014. From the oil price situation sharply declined had effected to our customer in Exploration and production business in gulf of Thailand which adapted the policy to reduce the production rate to decreased in the total of production cost which effect other services that provide to the rig decreased as well .

In 2015 , The Company and its subsidiaries had the other income of baht 37.03 million which consisted of dividend income , gain on exchange rate and interest received . In 2015 total of other income increased of baht 29.46 million compared to the 2014 which mainly caused from the dividend income of the investment in ordinary shares of Khunnathee Co.,Ltd. and interest received from the financial institution.

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SEA OIL PUBLIC COMPANY LIMITED

Fuel Sale Revenue by Distribution Channel Year 2015 (Unit : Million Baht) 100.84 M.baht 3.95%

761.31 M.baht 29.83% 1,474.87 M.baht 57.79%

International External Jobber

215.15 M.baht 8.43%

Sales Revenue (Unit : Million Baht) Marine  Domestic  International  External Jobber Total

Domestic

2014 Amount % 2,794.40 99.38 1,512.50 53.79 440.87 15.68 841.03 29.91 17.35 0.62 2,811.75 100.00

2015 Amount 2,451.33 1,474.87 215.15 761.31 100.84 2,552.17

% 96.05 57.79 8.43 29.83 3.95 100.00

In 2015, The Company and its subsidiaries had the total revenue from fuel and lubricant sales in the amount of baht 2,552.17 million by distribution channels as follow :In 2015 the revenue from Marine sales in the amount of baht 2,451.33 million which accounted for 96.05% of the total sales revenue and decreased by 12.27% compared to the previous year, the mainly caused of decreased from the declined of oil price in the market but the total of marine sales volume in 2015 was liter 132.31 million, an increase by 20.10% compared to the previous year .The increase mainly result from the increase of Domestic and international marine sales. For the increased of the international marine sales resulted from the expansion to the international market and the fishery group and the increased of Domestic sales volume was mainly resulted from the customer in Oil& Gas business such as supply & services boat, crew boat including the new customer in Andaman zone.

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SEA OIL PUBLIC COMPANY LIMITED

In 2015, the revenue from jobber sales in the amount of baht 100.84 million which accounted for 3.95% of the total sales revenues, increased of baht 83.49 million compared to the previous year, the increased of jobber sales was mainly due to the increase of the new customer in Logistic business.

83.41 M.baht 3.27% 284.12 M.baht 11.13%

Fuel Sale Revenue by Product Year 2015 (Unit : Million Baht) High Speed Diesel Fuel Oil

1,623.83 M.baht 63.63%

Gasoline Lubricant & others

560.81 M.baht 21.97%

Sales Revenue by product (Unit : Million Baht)

2013 Amount

2014 %

Amount

2015 %

Amount

Fuel products 2,571.91 98.89 2,787.05 99.28 2,468.76 1,133.02 43.57 1,220.94 43.49 1,623.83  High speed Diesel (HSD) 873.93 33.60 1,042.40 37.13 560.81  Fuel Oil 564.95 21.72 523.71 18.66 284.12  Gasoline Lubricant & Other 28.76 1.11 24.70 0.72 83.41 Total 2,600.67 100.00 2,811.75 100.00 2,552.17 The Company and its subsidiaries had the revenue sales by product as follows:-

% 96.73 63.63 21.97 11.13 3.27 100.00

In 2015, The Company had the revenue from High Speed Diesel (“HSD”) sales of baht 1,623.83 million which was accounted for 63.63% of the total sales and the volume of HSD sales in 2015 was increased by 77.29% compared to the previous year , mainly due to the increased of International marine sales including the new customer in Oil & Gas business in Andaman zone .

In 2015, The Company had the revenue from Fuel Oil sales of baht 560.81 million which was accounted for 21.97% of the total sales and the volume of Fuel oil sales in 2015 was decreased by 14.21% compared to the Page 96

SEA OIL PUBLIC COMPANY LIMITED

previous year due to the situation of oil price in the market has sharply declined which effected to Petroleum exploration and production business that resulted to the Fuel Oil sales to the customer in Supply boat and Oil& Gas business in the Gulf of Thailand has decreased as well.

In 2015, The Company had the revenue from Gasoline sales of baht 284.12 million which was accounted for 11.13% of the total sales and the volume of Gasoline sales in 2015 was decreased by 22.60% compared to the previous year due to the competition in the international market higher.

The Company’s total sales volume in 2015 was 137.13 million liters, an increased of 23.73% from 2014 In Addition the selling price of fuels and lubricants was also another factor in sales revenue increased or decreased. The company had the average selling price in 2015 as 19.34 Baht per liters decreased from the 2014 36.90% which was the major factor to decreased in sales revenue.

Revenue from supply of food and raw materials and other services for marine vessel and offshore Oil&Gas manpower (Supply Management).

The Company's revenues from services providing food, raw materials and other services for marine vessel and offshore Oil&Gas manpower (Supply Management) 1) Revenue from providing food, cleaning and laundry services to manpower both in offshore and onshore in Oil & Gas Business (Catering and Housekeeping Service) 2) Revenue from services procurement as Provision of supplies and services (General Supply).

In 2015, revenues from Supply Management services in the amount of baht 217.11 million, representing 7.74% of the total revenue of the company declining from 16.44% in 2014 since a one-year contract of Offshore Catering and Housekeeping Services finished in the first quarter. Once World Oil Prices decreased, customers in petroleum exploration and production business were directly affected by the oil price. Then they decided to adjust the strategy to reduce the overall cost of production so this caused the company affect in decreased revenues.

Cost of Sales and Services and Gross Profit Cost of Sales and Services consisted of fuel and lubricants and the costs of Supply Management.

Year 2015, the Company and its subsidiaries have a cost of sales of fuels and lubricants as 2,310.78 million baht or 90.54% of all proceeds from the sale of fuel and lubricants. The Company and its subsidiaries had gross profit on sales of fuel and lubricants in 2015 as 241.39 million baht, an increase from 2014 of 38.61 million baht or 19.04% increased. Gross profit mainly increased from sales of marine fuel to overseas customers and customers in the Oil & Gas sector. By the year 2015, the Company and its subsidiaries has gross margin of the distribution of fuel and lubricants by 9.46%.

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SEA OIL PUBLIC COMPANY LIMITED

The Company's cost of services of Supply Management in 2015 was 204.41 million baht, 94.15% of the total revenue from services. As a result, gross profit from services in 2015 was 12.70 million baht, down from the year 2014 of 21.39% due to the declining of service provided in the Catering & Housekeeping Service. The Company's gross margin from Supply Management services in 2015, down from 5.85% in 2014, with a gross margin 6.23% due to the slump in oil prices. As a result, customers in Supply Management, reduce their overall cost of production, influence the company to cooperate and support customers to minimize loss and defect. On the same direction, the Company and customer can simultaneously sustain in business with mutually benefit.

Selling expenses and Administrative expenses Selling expenses includes the sales salary , the cost of freight ,insurance. Including marketing fee.

In 2015 , the Company and its subsidiaries, selling expenses was baht 83.62 million, an increase of 34.93% from 2014, due to cost of freight . Insurance and marketing fee increased by expansion in international markets in 2015, including the sales salary increased by increasing the number of personnel to support the expansion of the business both domestically and internationally.

Administrative expenses In 2015, the Company and its subsidiaries had Administrative expenses total of baht 84.93 million, an increase of 2014 by 55.87%, due mainly result from business expansion both domestic and international , such as the Advisor to analyze and study the investment projects. The expensed of the establishment of subsidiaries in abroad. The employees and management expenses due to the increasing number of personnel to support the growth of business investment, both domestic and international. Restructuring and employee compensation according to the current level in the same industry.

Financial costs In 2015, the Company and its subsidiaries had the financial costs of baht 51.48 million, increased from the previous year by Baht 48.17 million, the increased of financial cost due to the borrowing from financial institutions and debenture in order to invest in exploration and production including to expand business in both domestically and abroad.

Corporate income tax In 2015, the Company and its subsidiaries had income tax amount of baht 18.66 million, decreased by 12.46% from 2014, in line with the overall decline in net profit.   

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SEA OIL PUBLIC COMPANY LIMITED

Financial Position Statement of Financial Position (Unit : Million) Total assets Total Liabilities Total shareholders’equity

2013 519.81 48.17 471.64

Registered share capital Issued and paid up share capital

180.00 180.00

The Company 2014 2015 1,227.78 2,236.72 148.3 1,056.96 1,079.48 1,179.76 379.12 315.00 359.99 210.00

Consolidated 2015 2014 2,167.44 1,226.65 1,088.75 148.3 1,078.69 1,078.35 379.12 315.00 359.99 210.00

Assets As at December 31, 2015, the Company and its subsidiaries had total assets of baht 2,167.44 million , an increase by 76.69 % from 2014 mainly due to the increase of investment in joint venture with Pan Orient Energy.

Energy (Thailand) Limited ("POES") in the business of exploration and production In 2015 , the Company and its subsidiaries had the Return on asset 0.38%, decreased from 2014 due to increased rate of net profit less than the increase rate of total assets.

Investments in Joint Ventures As of December 31, 2015, the Company and its subsidiaries have investments in joint ventures total of baht 1,341.93 million due to the subsidiaries ,Sea Oil Energy Limited has acquired the shares of Pan Orient Energy (Siam) Limited ( "POES") in February 2015, which operates on the survey. Development and production of petroleum and natural gas in the amount of 9,863 shares, representing 49.99% of the total issued and paid up of the POES shares , which has recognized its share of loss in 2015 amount of baht 45.95 million at the end of 2015, the Company evaluated the fair value of assets and liabilities acquired from investment in joint ventures POES and adjusted the impact occurred at the acquisition date. The result of testing impairment of investments in joint ventures reported that the total present value by cash flows projection is higher than the cost of investments , therefore in 2015 the Company has not recorded any impairment of such investments.

Trade receivables As at December 31, 2015, the Company and its subsidiaries have trade receivables and other receivables, net of baht 409.59 million, decreased 34.69% from the end of 2014 for the decreased of trade receivables due to the decreased of sales revenue and the decreased of other receivables due to the decreased of advance payments under the share purchase agreement of POES. However , as of December 31, 2015 the most of the debt is not due payment and most of accounts receivable are not overdue more than three months.

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SEA OIL PUBLIC COMPANY LIMITED

Current assets As at December 31, 2015 the Company had current assets of baht 27.77 million due to the VAT refund from the year 2013 up to 2015 of baht 26.18 million , which is being considered by the revenue department and have not been resolved.

Liabilities As of December 31, 2015 the Company and its subsidiaries had total liabilities of Baht 1,088.75 million, an increase of baht 940.45 million from the end of 2014, mainly due to the increase in long-term debt from issued the debenture in September 2015 of Baht 1,000 million for private placement to institutional investors or high net worth investors. The debentures due in 2017 with a fixed interest rate of 5.35% per year, the company has taken money from the debenture issued to repay short-term loans from financial institutions in order to reduce financial costs. As well as for the expansion of businesses both of domestically and abroad.

Shareholders’ equity As of December 31, 2015, the Company had shareholders' equity of the Company and its subsidiaries was Baht 1,078.69 million, an increase of baht 0.34 million from 2014 as the result of the increased from the net profit for the year 2015 of baht 6 . 5 0 million, a dividend paid for the year 2014 on the April 2 015 of baht 5 0 million by issuing new ordinary shares of baht 4 5 million and adjusted foreign exchange from the translation of financial statements.

Return on Equity of the Company and its subsidiaries as of December 31, 2015 was 0.60% , the debt to equity ratio of the Company and its subsidiaries as of December 31, 2015 was 1.01 times the debt to equity ratio has increased as a result of the increase of long-term debt increased for investment and expanding businesses.

Liquidity Statement of Cash Flows For the year ended 31 December 2015 (Unit : Million baht) Net cash generated from (used in) operating activities Net cash used in investing activities Net cash generated from financing activities Net increase(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year

Page 100

The Company 2014 (18.87) (132.15) 598.75 447.74 101.62 548.92

2015 169.26 (1,283.33) 861.74 (252.33) 548.92 297.89

Consolidated 2014 (20.06) (132.15) 598.75 446.55 101.62 548.92

2015 184.32 (1,259.99) 870.73 (204.93) 548.92 341.78

SEA OIL PUBLIC COMPANY LIMITED

Net cash generated from (used in) operating activities In 2558, the Company and its subsidiaries had net cash provided by operating activities in the amount of baht 184.32 million , mainly from cash earnings from operations. And a decrease in accounts receivable. And a decrease in other receivables - advance payments under the share purchase agreement. Due to the acquisition of Pan Orient Energy (Siam)Limited has successfully implemented since February 2015 and accounts payable increased from oil purchase at the end of the year.

Net cash used in investing activities.

In 2015, the Company and its subsidiaries had net cash used in investing activities amount of baht 1,259.99 million, mainly due to payments for investments in subsidiaries and joint ventures total of baht 1,256.64 million and purchase of office equipment ,the leasehold improvements of its subsidiaries in overseas for the business expansion.

Net cash provided by (used in) financing activities.

In 2015, the Company and its subsidiaries had net cash from financing activities of Baht 870.73 million due to the debenture issued of Baht 1,000 million to repay short-term borrowings and long-term loans from financial institutions. And interest payments for the loan of Baht 48.76 million and paid cash dividends of baht 5 million.

For that reason, the Company and its subsidiaries had cash and cash equivalents at the end of 2015 was baht 341.78 million .

Liquidity ratio At the end of 2015 the Company and its subsidiaries had liquidity ratio of 8.59 times.

Factors and influences that may affect the operating results or financial position in the future.

The volatility of oil prices and the economic slowdown in Asia.

Due to the global economy and oil prices have fluctuated between many factors such as the quantity of production and demand for oil. The company's main revenue comes from oil sales, Therefore, changes in oil prices could affect the financial performance of the company overall. If oil prices drop dramatically. As a result, revenue from sales of products of the company fell as well, the company has a policy to determine the selling price. By using cost-plus margin (Cost Plus Pricing Method) to maintain margins. This helps reduce the impact of fluctuations in oil prices. Including external factors Caused by the economic slowdown in Asia may affect the operating results of the Company and subsidiaries abroad, however, the company is monitoring the situation and monitored closely in order to conduct business in accordance with the stated goals. And to adjust strategy in line with the current situation.

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SEA OIL PUBLIC COMPANY LIMITED

Fanancial Information Table of Important Financial Ratio Consolidated

Company 2013 Current Ratio (times) Quick Ratio (times) Cash Flow Ratio (times) Account Receivable Turnover Ratio (times) Days Sales Outstanding (Day) Gross Profit Margin (%) Operating Profit Margin (%) Other Profit Margin (%) Net Profit Margin (%) Return on Equity (%) Return on Asset (%) Asset Turnover Ration (times) Debt to Equity Ratio (times) Interest Coverage (times) Dividend Payout (%) Gross Debt to Equity Ratio (times)

10.34 10.31 (0.27) 8.07 44.60 7.46 3.91 0.20 2.96 23.11 17.44 5.89 0.10 14.40 108.16 0.02

2014 8.22 8.22 0.02 7.13 50.48 7.13 3.66 0.28 2.85 11.32 10.04 3.52 0.14 33.99 41.41 0.09

2015 13.82 13.81 2.01 6.18 58.22 9.21 6.69 3.16 3.89 9.32 6.08 1.56 0.90 3.40 56.97* 0.86

2014 8.21 8.21 0.01 7.13 50.48 7.13 3.58 0.25 2.77 11.02 9.78 3.53 0.14 33.29 41.41 0.09

2015 8.59 8.56 1.87 6.39 56.33 9.18 2.77 1.32 0.23 0.60 0.38 1.65 1.01 1.49 58.52 0.95

Remark * Calculated from The Dividend Payment of stock dividend by the ordinary shares amount of 44.999 million shares at par value of Baht 1 per share to the company’s shareholders in the ration of 7 current shares per 1 dividend share, having equivalent to payment of Baht 0.142857 per share and payment of cash dividend at amount of Baht 5 million in rate of Baht 0.015873 including payment by stock dividend and cash dividend equal to the ordinary shares at the rate of Baht 0.158730 per share, Total value of Baht 44.998 million.

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SEA OIL PUBLIC COMPANY LIMITED

CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS 31 DECEMBER 2015

AUDITOR’S REPORT

To the Shareholders of Sea Oil Public Company Limited

I have audited the accompanying consolidated and company financial statements of Sea Oil Public Company Limited and its subsidiaries and of Sea Oil Public Company Limited, which comprise the consolidated and company statements of financial position as at 31 December 2015, and the related consolidated and company statements of comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and a summary of significant accounting policies and other notes.

Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Thai Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

Opinion In my opinion, the consolidated and company financial statements referred to above present fairly, in all material respects, the consolidated and company financial position of Sea Oil Public Company Limited and its subsidiaries and of Sea Oil Public Company Limited as at 31 December 2015, and its consolidated and company results of operations and cash flows for the year then ended in accordance with Thai Financial Reporting Standards.

Sukhumaporn Wong-ariyaporn Certified Public Accountant (Thailand) No. 4843 PricewaterhouseCoopers ABAS Ltd. Bangkok 26 February 2016

Sea Oil Public Company Limited Statement of Financial Position As at 31 December 2015

Consolidated Notes

Company

2015

2014

2015

2014

Baht

Baht

Baht

Baht

Assets Current assets Cash and cash equivalents

9

341,781,287

548,925,221

297,892,000

548,925,188

Trade and other receivables, net

10

409,594,553

627,195,301

483,913,060

497,067,854

Short-term loans to a subsidiary

28.4

-

-

-

131,251,200

2,910,737

-

574,000

-

Other current assets

14,604,843

23,404,508

14,604,843

23,404,508

Total current assets

768,891,420

1,199,525,030

796,983,903

1,200,648,750

Goods in transit

Non-current assets Investment in subsidiaries

11.1

-

-

1,332,229

32

Investment in a joint venture

11.2

1,341,929,834

-

-

-

17,533,500

17,533,500

17,533,500

17,533,500

-

-

1,387,880,000

-

General investment - related party Long-term loans to a subsidiary

12 28.4

Equipment, net

13

5,786,826

2,769,621

2,353,733

2,769,621

Intangible assets, net

14

3,111,277

2,645,219

2,032,714

2,645,219

Deferred tax assets

15

2,419,326

4,182,042

2,419,326

4,182,042

Other non-current assets

16

27,766,057

-

26,183,220

-

Total non-current assets

1,398,546,820

27,130,382

1,439,734,722

27,130,414

Total assets

2,167,438,240

1,226,655,412

2,236,718,625

1,227,779,164

The accompanying notes on pages 11 to 46 form part of the interim financial statements.

3

Sea Oil Public Company Limited Statement of Financial Position As at 31 December 2015

Consolidated Notes

Company

2015

2014

2015

2014

Baht

Baht

Baht

Baht

Liabilities and shareholders’ equity Current liabilities Short-term borrowings from financial institutions

17

-

80,331,827

-

80,331,827

Trade and other payables

18

75,071,930

56,119,407

52,443,813

56,119,407

167,302

6,521,821

-

6,521,821

Other current liabilities

14,231,571

3,059,947

5,239,071

3,059,947

Total current liabilities

89,470,803

146,033,002

57,682,884

146,033,002

Current income tax payable

Non-current liabilities Debentures

17

996,434,038

-

996,434,038

-

Employee benefit obligations

19

2,845,429

2,268,879

2,845,429

2,268,879

999,279,467

2,268,879

999,279,467

2,268,879

1,088,750,270

148,301,881

1,056,962,351

148,301,881

20

379,124,282

314,997,078

379,124,282

314,997,078

20

359,993,848

209,998,052

359,993,848

209,998,052

20

581,868,371

161,873,151

581,868,371

161,873,151

-

524,994,025

-

524,994,025

Total non-current liabilities Total liabilities Shareholders’ equity Share capital Authorised share capital 379,124,282 ordinary shares at par value of Baht 1 each (2014: 314,997,078 ordinary shares at par value of Baht 1 each) Issued and paid-up share capital 359,993,848 ordinary shares at par value of Baht 1 each (2014: 209,998,052 ordinary shares at par value of Baht 1 each) Premium on ordinary shares Advance received of share subscriptions Retained earnings Appropriated - legal reserve

23,295,000

17,990,000

23,295,000

17,990,000

113,502,740

162,305,894

214,599,055

164,622,055

28,011

1,192,409

-

-

Total shareholders’ equity

1,078,687,970

1,078,353,531

1,179,756,274

1,079,477,283

Total liabilities and shareholders’ equity

2,167,438,240

1,226,655,412

2,236,718,625

1,227,779,164

Unappropriated Other component of equity

21

The accompanying notes on pages 11 to 46 form part of the interim financial statements.

4

Sea Oil Public Company Limited Statement of Comprehensive Income For the year ended 31 December 2015

Consolidated

Company

2015

2014

2015

2014

Baht

Baht

Baht

Baht

2,552,174,287

2,811,755,513

2,400,833,265

2,811,755,513

217,111,829

259,834,198

217,111,829

259,834,198

(2,310,785,944)

(2,608,979,979)

(2,172,502,550)

(2,608,979,979)

(204,407,179)

(243,672,610)

(204,407,179)

(243,672,610)

254,092,993

218,937,122

241,035,365

218,937,122

32,895,527

4,395,373

82,591,126

5,323,779

Selling expenses

(83,617,415)

(61,970,034)

(77,853,030)

(61,970,034)

Administrative expenses

(84,929,222)

(54,486,141)

(73,281,718)

(53,098,386)

Notes

Revenue from sales Revenue from services Cost of sales Cost of services Gross profit Other income

23

Gain (loss) on exchange rate, net Finance costs

4,144,672

3,185,862

2,766,032

3,185,862

(51,475,056)

(3,306,467)

(51,475,056)

(3,306,467)

71,111,499

106,755,715

123,782,719

109,071,876

11.2

(45,950,166)

-

-

-

25,161,333

106,755,715

123,782,719

109,071,876

26

(18,660,623)

(21,315,613)

(18,501,855)

(21,315,613)

6,500,710

85,440,102

105,280,864

87,756,263

24

Profit before share of profit (loss) from a joint venture and income tax Share of profit (loss) from a joint venture Profit before income tax Income tax expense Profit for the year

The accompanying notes on pages 11 to 46 form part of the interim financial statements.

5

Sea Oil Public Company Limited Statement of Comprehensive Income For the year ended 31 December 2015

Consolidated

Company

2015

2014

2015

2014

Baht

Baht

Baht

Baht

-

(1,565,136)

-

(1,565,136)

-

(1,565,136)

-

(1,565,136)

Currency translation differences

(1,164,398)

1,192,409

-

-

Total items that will be reclassified

(1,164,398)

1,192,409

-

-

(1,164,398)

(372,727)

-

(1,565,136)

5,336,312

85,067,375

105,280,864

86,191,127

0.02

0.36

0.29

0.37

Notes Other comprehensive income: Item that will not be reclassified subsequently to profit or loss Remeasurements of post-employment benefit obligations, net of tax

19

Total items that will not be reclassified to profit or loss Item that will be reclassified subsequently to profit or loss

subsequently to profit or loss Other comprehensive income for the year, net of tax Total comprehensive income for the year Earning per share Basic earning per share

27

The accompanying notes on pages 11 to 46 form part of the interim financial statements.

6

Sea Oil Public Company Limited Statement of Changes in Shareholders’ Equity For the year ended 31 December 2015

Consolidated Other components of equity Other comprehensive

Total Total other components of equity Baht

Total shareholders’ equity Baht

Issued and paid-up share capital Baht

Share premium Baht

Advance received from shareholder Baht

Appropriated - legal reserve Baht

Unappropriated Baht

income Translation of financial statements Baht

180,000,000

161,873,151

-

13,590,000

116,178,002

-

-

471,641,153

29,998,052 -

-

524,994,025 -

4,400,000 -

(4,400,000) (33,347,074) 83,874,966

1,192,409

1,192,409

554,992,077 (33,347,074) 85,067,375

Closing balance as at 31 December 2014

209,998,052

161,873,151

524,994,025

17,990,000

162,305,894

1,192,409

1,192,409

1,078,353,531

Opening balance as at 1 January 2015 Changes in shareholders’ equity for the year Increase in share capital Legal reserve

209,998,052

161,873,151

524,994,025

17,990,000

162,305,894

1,192,409

1,192,409

1,078,353,531

20 21

149,995,796 -

419,995,220 -

(524,994,025) -

5,305,000

(5,305,000)

-

-

44,996,991 -

22

-

-

-

-

(49,998,864) 6,500,710

(1,164,398)

(1,164,398)

359,993,848

581,868,371

-

23,295,000

113,502,740

28,011

28,011

(49,998,864) 5,336,312 1,078,687,970

Notes Opening balance as at 1 January 2014 Changes in shareholders’ equity for the year Increase in share capital Legal reserve Dividend paid Total comprehensive income for the year

Dividend paid Total comprehensive income for the year Closing balance as at 31 December 2015

20 21 22

Retained earnings

The accompanying notes on pages 11 to 46 form part of the interim financial statements.

7

Sea Oil Public Company Limited Statement of Changes in Shareholders’ Equity For the year ended 31 December 2015

Company Retained earnings

Issued and

Note Opening balance as at 1 January 2014

Total shareholders’

paid-up

Share

Advance received

Appropriated

share capital

premium

from shareholder

- legal reserve

Unappropriated

equity

Baht

Baht

Baht

Baht

Baht

Baht

180,000,000

161,873,151

-

13,590,000

116,178,002

471,641,153

Changes in shareholders’ equity for the year Increase in share capital

20

29,998,052

-

524,994,025

-

-

554,992,077

Legal reserve

21

-

-

-

4,400,000

(4,400,000)

-

Dividend paid

22

-

-

-

-

(33,347,074)

(33,347,074)

Total comprehensive income for the year

-

-

-

-

86,191,127

86,191,127

Closing balance as at 31 December 2014

209,998,052

161,873,151

524,994,025

17,990,000

164,622,055

1,079,477,283

Opening balance as at 1 January 2015

209,998,052

161,873,151

524,994,025

17,990,000

164,622,055

1,079,477,283

149,995,796

419,995,220

(524,994,025)

-

-

44,996,991

Changes in shareholders’ equity for the year Increase in share capital

20

Legal reserve

21

-

-

-

5,305,000

(5,305,000)

-

Dividend paid

22

-

-

-

-

(49,998,864)

(49,998,864)

Total comprehensive income for the year

-

-

-

-

105,280,864

105,280,864

Closing balance as at 31 December 2015

359,993,848

581,868,371

-

23,295,000

214,599,055

1,179,756,274

The accompanying notes on pages 11 to 46 form part of the interim financial statements.

8

Sea Oil Public Company Limited Statement of Cash Flows For the year ended 31 December 2015

Consolidated Notes Cash flows from operating activities Profit before income tax expense

Company

2015

2014

2015

2014

Baht

Baht

Baht

Baht

25,161,333

106,755,715

123,782,719

109,071,877

Adjustments for: Depreciation and amortisation

2,365,288

1,780,357

2,040,552

1,780,357

Reversal of allowance for doubtful accounts

13, 14

(5,824,164)

(4,299,083)

(5,824,164)

(4,299,083)

Unrealised loss (gain) on exchange rate

(2,249,063)

1,392,391

(870,423)

1,381,191

-

(3,602)

-

(3,602)

Gains on disposals of fixed assets Employee benefit obligations

19

Interest income Interest expense

576,550

149,455

576,550

149,455

(1,416,442)

(353,006)

(50,427,014)

(1,281,410)

51,475,057

3,306,467

51,475,057

3,306,467

(30,855,052)

(666,675)

(30,855,052)

(666,675)

45,950,166

-

-

-

85,183,673

108,062,019

89,898,225

109,438,577

122,968,970

(110,571,124)

124,442,872

(110,755,272)

Goods in transit

(2,791,539)

1,384,800

(574,000)

1,384,800

Other current assets

21,449,487

(117,721)

21,449,487

(117,721)

Other non-current assets

(27,685,316)

(15,971,188)

(26,183,220)

(15,971,188)

Trade and other payables

18,929,577

17,365,075

(6,040,286)

17,365,075

2,179,123

764,379

2,179,123

764,379

220,233,975

916,240

205,172,201

2,108,650

(35,910,783)

(20,972,794)

(35,910,783)

(20,972,794)

184,323,192

(20,056,554)

169,261,418

(18,864,144)

Dividend income Share of loss from a joint venture

23 11.2

Profit from operating activities before change in operating assets and liabilities Changes in operating assets and liabilities Trade and other receivables

Other current liabilities Cash flows from operations Tax paid Net cash generated from (used in) operating activities

The accompanying notes on pages 11 to 46 form part of the interim financial statements.

9

Sea Oil Public Company Limited Statement of Cash Flows For the year ended 31 December 2015

Consolidated

Company

2015

2014

2015

2014

Baht

Baht

Baht

Baht

Cash flows from investing activities Purchase of equipment

(4,593,146)

(1,986,294)

(1,012,158)

(1,986,294)

Purchase of intangible assets

(1,025,262)

-

-

-

Notes

Payment for investment in a subsidiary and a joint venture Advance payment for share capital

11

(1,256,640,000)

-

(1,332,197)

(32)

10

-

(131,240,000)

(26,617,800)

-

-

57,068

-

57,068

-

-

(1,256,640,000)

(131,240,000)

1,416,442

353,006

1,415,126

353,006

854,677

666,675

854,677

666,675

(1,259,987,289)

(132,149,545)

(1,283,332,352)

(132,149,577)

(80,331,827)

80,331,827

(80,331,827)

80,331,827

Proceeds from sales of fixed assets Loan made to a subsidiary

28

Interest received Dividend received Net cash used in investing activities Cash flows from financing activities Proceeds from (repayment of) short-term borrowings from financial institutions

17.1

Proceeds of long-term borrowings from a financial institution

17.2

Proceeds from issuance of debentures Transaction cost of debentures Proceeds from issuance of ordinary shares Advance received from issurance of shares

547,000,000

-

547,000,000

-

1,000,000,000

-

1,000,000,000

-

(4,170,000)

-

(4,170,000)

-

-

524,994,025

-

524,994,025

8,992,500

-

-

-

(547,000,000)

-

(547,000,000)

-

(48,757,151)

(3,221,706)

(48,757,151)

(3,221,706)

(5,001,873)

(3,349,022)

(5,001,873)

(3,349,022)

870,731,649

598,755,124

861,739,149

598,755,124

(204,932,448)

446,549,025

(252,331,785)

447,741,403

548,925,221

101,616,356

548,925,188

101,616,356

(2,211,486)

759,840

1,298,597

(432,571)

341,781,287

548,925,221

297,892,000

548,925,188

44,996,991

29,998,052

44,996,991

29,998,052

-

57,780

-

57,780

Repayment of long-term borrowings from a financial institution

17.2

Interest paid Dividend paid Net cash generated from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Exchange gains (losses) on cash and cash equivalents Cash and cash equivalents at the end of the year

9

Supplementary information for cash flows Non-cash transaction: Stock dividend Purchase of equipments on payable

The accompanying notes on pages 11 to 46 form part of the interim financial statements.

10

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

1

General information Sea Oil Public Company Limited (“the Company”) was incorporated and registered as a limited company on 26 May 1997. The Company’s shares had been approved to be listed in the MAI (Market for Alternative Investment) on 5 September 2013. The address of the Company’s registered office is as follows: 88 Soi Bang Na-Trat 30, Bang Na-Trat Road, Bang Na Sub-district, Bang Na district, Bangkok.

The principal activities of the Company are retail sale of fuel oil and lubricant oil and providing both onshore and offshore housekeeping and food service.

For reporting purposes, the Company and its subsidiaries are referred to as “the Group”.

Detail of the Company’s subsidiaries and a joint venture as at 31 December 2015 is as follows: Company Subsidiaries Sea Oil Energy Limited (Incorporated on 15 October 2014) Sea Oil Offshore Limited (Incorporated on 22 January 2015) Sea Oil Petroleum Pte. Ltd. (Incorporated on 22 April 2015) Joint venture Pan Orient Energy (Siam) Ltd. (held by Sea Oil Energy Limited)

Incorporated country Islands of Bermuda Malaysia Singapore

Islands of Bermuda

Nature of business

Investment portion (%)

Holding Company

100.00

Retail sale of fuel oil and related product Retail sale of fuel oil and related product

100.00

Exploration, development and production of petroleum and natural gas

49.99

100.00

These consolidated and company financial statements were authorised for issue by the Company’s Board of Directors on 26 February 2016.

2

Accounting policies The principal accounting policies adopted in the preparation of these financial statements are set out below.

2.1

Basis of preparation of financial statements The consolidated and company financial statements have been prepared in accordance with Thai generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Accounting Standards issued under the Accounting Professions Act B.E. 2547, and the financial reporting requirements of the Securities and Exchange Commission under the Securities and Exchange Act. The consolidated and company financial statements have been prepared under the historical cost convention.

The preparation of financial statements in conformity with Thai generally accepted accounting principles requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 6.

An English version of the Consolidated and company financial statements has been prepared from the statutory financial statements that are in the Thai language. In the event of a conflict or a difference in interpretation between the two languages, the Thai language statutory financial statements shall prevail.

11

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

2

Accounting policies (Cont’d)

2.2

New financial reporting standards and revised financial reporting standards

2.2.1 New financial reporting standards and revised financial reporting standards are effective on 1 January 2015.

These standards are relevant and have impact to the Group.

TAS 1 (revised 2014) TFRS 3 (revised 2014) TFRS 11 TFRS 12 TFRS 13

Presentation of financial statements Business combinations Joint arrangements Disclosure of interests in other entities Fair value measurement

TAS 1 (revised 2014), the main change is that a requirement for entities to group items presented in ‘other comprehensive income’ (OCI) on the basis of whether they are potentially reclassifiable to profit or loss subsequently. The statement of comprehensive income has been represented, accordingly.

TFRS 3 (revised 2014), the Group adopts new accounting policy of business combinations. The standard applies the acquisition method to business combinations. All payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently remeasured through profit or loss. This accounting policy is disclosed in Note 2.3.

TFRS 11 defined that a joint arrangement is a contractual arrangement where at least two parties agree to share control over the activities of the arrangement. Unanimous consent toward decisions about relevant activities between the parties sharing control is a requirement in order to meet the definition of joint control. Joint arrangements can be joint operations or joint ventures. The classification is principle based and depends on the parties’ exposure in relation to the arrangement. When the parties’ exposure to the arrangement only extends to the net assets of the arrangement, the arrangement is a joint venture. Joint operations have rights to assets and obligations for liabilities. Joint operations account for their rights to assets and obligations for liabilities. Joint ventures account for their interest by using the equity method of accounting. This accounting policy is disclosed in Note 2.3.

TFRS 12 requires entity to disclose information that helps readers of financial statements to evaluate the nature of risks and financial effects associated with the entity’s interests in subsidiaries, associates, joint arrangements and unconsolidated structured entities. This standard has impact on disclosure of subsidiaries and joint venture as described in Note 12 TFRS 13 aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across TFRSs. This standard has no impact to the group, except for disclosures fair value of long-term borrowings and forward contracts.

2.2.2 New financial reporting standards and revised financial reporting standards are effective on 1 January 2016 which have a significant change and are relevant to the Group. The Group has not yet early adopted these revised standards.

TAS 19 (revised 2015) TAS 24 (revised 2015) TAS 36 (revised 2015) TFRS 8 (revised 2015)

Employee benefits Related party disclosures Impairment of assets Operating segments

TAS 19 (revised 2015), ‘Employee benefits’ is amended to apply to contributions from employees or third parties to defined benefit plans and to clarify the accounting treatment of such contributions. The amendment distinguishes between contributions that are linked to service only in the period in which they arise and those linked to service in more than one period.

TAS 24 (revised 2015),’Related party disclosures’ includes as a related party an entity that provides key management personnel services to the reporting entity or to the parent of the reporting entity (the ‘management entity’). Disclosure of the amounts charged to the reporting entity is required.

12

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

2

Accounting policies (Cont’d)

2.2

New financial reporting standards and revised financial reporting standards (Cont’d)

2.2.2 New financial reporting standards and revised financial reporting standards are effective on 1 January 2016 which have a significant change and are relevant to the Group. The Group has not yet early adopted these revised standards (Cont’d) TAS 36 (revised 2015), ‘Impairment of assets’ is amended to provide additional disclosure requirement when the recoverable amount of the assets is measured at fair value less costs of disposal. The disclosures include 1) the level of fair value hierarchy, 2) when fair value measurement categorised within level 2 and level 3, disclosures is required for valuation technique and key assumption.

TFRS 8 (revised 2015), ‘Operating segments’ requires disclosure of the judgements made by management in aggregating operating segments. It is also amended to require a reconciliation of segment assets to the entity’s assets when segment assets are reported to chief operating decision maker.

The management has assessed and considered that the above revised standards will not have a material impact on the Group.

2.3

Investments in subsidiaries and a joint venture (a)

Subsidiaries Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns though its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

The Group applies the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the non-controlling interest’s proportionate share of the acquiree’s net assets.

If the business combination is achieves in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measured are recognised in profit or loss.

Any contingent consideration to be transferred by the group is regcognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, noncontrolling interest recognise and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss.

Intercompany transactions, balances and unrealised gains or loss on transactions between Group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

In the company’s separated financial statements, investments in subsidiaries are accounted for at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes direct attributable costs of investment.

13

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

2

Accounting policies (Cont’d)

2.3

Investments in subsidiaries and a joint venture (Cont’d) (b)

Transactions and non-controlling interests The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity.

Gains or losses on disposals to non-controlling interests are also recorded in equity.

(c)

Disposal of subsidiaries When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities.

(d)

Joint arrangements Investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations each investor. The company has assessed the nature of its joint arrangements and determined them to be joint ventures. Joint ventures are accounted for using the equity method.

Under the equity method of accounting, interests in joint ventures are initially recognised at cost and adjusted thereafter to recognise the group’s share of the post-acquisition profits or losses and movements in other comprehensive income. When the group’s share of losses in a joint venture equals or exceeds its interests in the joint ventures (which includes any long –term interests that, in substance, form part of the group’s net investment in the joint ventures), the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint ventures.

Unrealised gains on transactions between the group and its joint ventures are eliminated to the extent of the group’s interest in the joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the joint ventures have been changed where necessary to ensure consistency with the policies adopted by the group.

2.4

Foreign currency translation (a)

Functional and presentation currency Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The financial statements are presented in Baht, which is the company’s functional and presentation currency.

(b)

Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss.

When a gain or loss on a non-monetary item is recognised in other comprehensive income, any exchange component of that gain or loss is recognised in other comprehensive income. Conversely, when a gain or loss on a non-monetary item is recognised in profit and loss, any exchange component of that gain or loss is recognised in profit and loss.

14

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

2

Accounting policies (Cont’d)

2.4

Foreign currency translation (Cont’d) (c)

Group companies The results and financial position of all the group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position; • Income and expenses for each statement of comprehensive income are translated at average exchange rates; and • All resulting exchange differences are recognised as a separate component of equity.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

2.5

Cash and cash equivalents Cash and cash equivalents comprise cash on hand, deposits held at call with banks and fixed deposit with are held to maturity three months or less, and other short-term highly liquid investments with maturities of three months or less from the date of acquisition.

2.6

Trade accounts receivable Trade accounts receivable is carried at the original invoice amount and subsequently measured at the remaining amount less any allowance for doubtful receivables based on a review of all outstanding amounts at the year end.

The amount of the allowance is the difference between the carrying amount of the receivable and the amount expected to be collectible. Bad debts are written off during the year in which they are identified and recognised in profit or loss within administrative expense.

2.7

Goods in transit Goods in transit represent the en-route fuel oil and bunkers which are being delivered to the customers. They are stated at the lower of cost or net realisable value. Cost is determined by the specific method. Allowance is made, where necessary, for obsolete, slow-moving and defective inventories.

15

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

2

Accounting policies (Cont’d)

2.8

General investments General investments are investments in non-marketable equity securities.

General investments are initially recognised at cost, which is equal to the fair value of consideration paid plus transaction cost.

General investments are carried at cost less impairment loss.

A test for impairment is carried out when there is a factor indicating that an investment might be impaired. If the carrying value of the investment is higher than its recoverable amount, impairment loss is charged to profit and loss.

On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to the profit or loss. When disposing of part of the Company's holding of a particular investment in debt or equity securities, the carrying amount of the disposed part is determined by the weighted average carrying amount of the total holding of the investment.

2.9

Equipment Equipment is stated at cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

Depreciation of equipment is calculated using the straight line method to allocate its cost to its residual values over estimated useful lives, as the following: Office building improvements Fixtures and office equipment

5 years 3 - 5 years

The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

The asset’s carrying amount is written-down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains or losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within ‘Other (losses)/gains - net’ in profit or loss.

2.10

Intangible assets Computer software Expenditure on acquired computer software is capitalized as intangible asset on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised using the straight-line method over its estimated useful lives of 10 years.

16

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

2

Accounting policies (Cont’d)

2.11 Impairment of assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment.

Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the assets exceeds its recoverable amount which is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash flows. Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

2.12 Leases - where a Group company is the lessee Leases not transferring a significant portion of the risks and rewards of ownership to the lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.

Leases of property, plant or equipment which substantially transfer all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated to the principal and to the finance charges so as to achieve a constant rate on the finance balance outstanding. The outstanding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to the statement of income over the lease period so as to achieve a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant or equipment acquired under finance leases is depreciated over the shorter period of the useful life of the asset or the lease term.

2.13 Borrowings Borrowings are recognised initially at the fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective yield method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent that there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of reporting date.

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

17

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

2

Accounting policies (Cont’d)

2.14 Deferred income taxes The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is also recognised in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of reporting period in the countries where the company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised, using the liability method, on temporary differences arising from differences between the tax base of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

2.15 Employee benefits (a)

Short-term benefits The Group recognises a liability and an expense for bonuses and expected benefit where contractually obliged or where there is a past practice that has created a constructive obligation.

(b)

Retirement benefits The Group operates retirement benefits schemes which include defined benefit and defined contribution plans.

A defined contribution plan is a retirement plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The contributions are recognised as employee benefit expense when they are due.

A defined benefit plan is a retirement plan that is not a defined contribution plan. Typically defined benefit plans define an amount of retirement benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognised in the statement of financial position in respect of defined benefit retirement plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated by independent actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related retirement liability.

Remeasurement arising from experience adjustments and changes in actuarial assumptions is charged or credited to equity in other comprehensive income in the period in which they arise.

Past-service costs are recognised immediately in profit or loss.

18

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

2

Accounting policies (Cont’d)

2.16 Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events.

It is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Where the Group expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.

Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

2.17 Accounting for derivative financial instruments The Group is party to derivative financial instruments, which mainly comprise foreign currency forward contracts.

Financial instruments are not recognised in the financial statements on inception. They are recognisd in profit and loss when settle.

2.18 Revenue recognition (a) Revenue from sales and services Revenue comprises the fair value of the consideration received or receivable for the sale of goods and service in the ordinary course of the Group’s activities. Revenue is shown net of value-added tax, returns, rebates and discounts, and after eliminating sales within the Group. Revenue from sales of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the buyer.

Revenue from rendering services is based on the stage of completion determined by reference to services performed to date as a percentage of total services to be performed. (b) Other income Dividend income is recognised when rights to receive dividends are established.

Interest income is recognised using the effective interest method.

Other income is recognised on an accrual basis.

2.19 Dividend distribution Dividend distribution to the Company’s shareholders is recognised as a liability in the financial statements in the period in which the dividends are approved by the Company’s shareholders.

2.20 Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as Company's Board of Management that makes strategic decisions.

19

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

3

Financial risk management

3.1

Financial risk management The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. The Group uses derivative financial instruments to hedge certain exposures. (a) Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. (b) Interest rate risk The Group’s income and operating cash flows are substantially independent of changes in market interest rates.

All interest rate derivative transactions are subject to approval by the Finance Director before execution. The Group has no significant interest-bearing assets. The Group policy is to maintain approximately 90% of its borrowings in fixed rate instruments. At the year end, 5.35% was the fixed rate. (c) Credit risk The Group has no significant concentrations of credit risk. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. Derivative counterparties and cash transactions are limited to high credit quality financial institutions. The Group has policies that limit the amount of credit exposure to any one financial institution. (d) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities, and the ability to close out market positions. Due to the dynamic nature of the underlying business, the Group Treasury aims at maintaining flexibility in funding by keeping committed credit lines available.

4

Fair value estimation The financial instruments carried at fair value or disclosed of fair value by valuation method. The different levels have been defined as follows: -

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).

Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

20

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

4

Fair value estimation (Cont’d) The following table presents fair value of the Group’s derivatives that are not recognised in the statement of financial position as at 31 December 2015.

Total Baht Assets Foreign currency forward contract

104,484

Liabilities Foreign currency forward contract

39,441

Foreign currency forward contracts protect the Group from movements in exchange rates by establishing the rate at which a foreign currency asset will be realised or a foreign currency liability settled. The fair value is determined in level 2 using forward rate of foreign currency against Thai Baht at the statement of financial position date and discounted with Thai Baht interest rate which can be obtained from observable market.

The Group discloses fair value of long-term borrowings and long-term loans to subsidiary in Notes 17 and 28.4, respectively.

5

Change in presentation

The Group made changes in presentation of items included in the statement of comprehensive income.

Comparative figures have been reclassified to conform to the current year presentation. The reclassification has impact only to the statement of comprehensive income and no impact to statement of financial position. The detail of changes in presentation is as follows: Consolidated For the year ended 31 December 2014 As previously Reclassification After presented increase (decrease) Reclassification (decrease) Bath Bath Bath Statement of comprehensive income Cost of services Other income Administrative expenses Gain (loss) on exchange rate, net Finance costs

241,451,794 11,412,417 60,517,310 3,327,296

2,220,816 (7,017,044) (6,031,169) 3,185,862 (20,829)

243,672,610 4,395,373 54,486,141 3,185,862 3,306,467

Company For the year ended 31 December 2014 As previously Reclassification After presented increase (decrease) Reclassification (decrease) Bath Bath Bath Statement of comprehensive income Cost of services Other income Administrative expenses Gain (loss) on exchange rate, net Finance costs

241,451,794 12,340,823 59,129,555 3,327,296

2,220,816 (7,017,044) (6,031,169) 3,185,862 (20,829)

243,672,610 5,323,779 53,098,386 3,185,862 3,306,467

21

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

6

Critical accounting estimates, judgments and assumptions

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below. (a) Allowance for doubtful accounts The determination of the allowance for doubtful accounts requires the use of various assumptions and judgements by the management, which includes the estimated collection losses on receivables, based on the Group’s collection experience together with a review of the financial position of the debtors. The management reviews these estimates and assumptions on a regular basis. (b) Impairment of investments in subsidiaries and joint ventures The Group tests whether investments have suffered any impairment when indicators of impairment trigger. The recoverable amounts of cash-generating units have been determined based on the fair value net selling cost or value-in-use calculations. The fair value requires the estimation of management. In calculating value-in-use, the Group estimates the present value of future cash flows expected to arise from the cash-generating unit. Significant estimates and assumptions used are price and production volume determined in calculating net income of the cash-generated units, and discount rate which reflect risk of the particular cash-generating unit. (c) Employee benefits The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for pensions include the discount rate, inflation rate, and salary growth rate. The additional information of key assumptions is disclosed in Note 19.

7

Capital risk management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

22

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

8

Segment information Segment information is presented in respect of the Group’s business segments.

Operating segment information is reported in a manner consistent with the internal reports that are regularly reviewed by the chief operating decision maker in order to make decisions about the allocation of resources to the segment and assess its performance by segment operating profit.

Segment results and operating assets include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise finance costs and income tax expenses and corporate common assets.

The Group operates in 4 operating segments as follows; A) B) C) D)

Marine sale of fuel oil and lubricant oil to the customers who operate in the tanker industry Marine sale of fuel oil and lubricant oil to the customers who are bunker trader and agents Land sale of fuel oil and lubricant oil to transportation business and industry factories Catering service - providing both onshore and offshore housekeeping and food service

Operating segment information is as follows:

For the year ended 31 December 2015 Revenue from external customers Segment operating profit (loss) 31 December 2015 Trade receivable - net Other assets (Corporate assets)

Segment A Baht

Segment B Baht

Consolidated Segment C Baht

1,437,392,570 104,984,089

1,013,703,339 47,412,057

100,421,751 (513,427)

217,768,456 2,769,286,116 7,947,387 159,830,106

291,114,685

36,745,451

15,511,160

30,975,889

Segment D Baht

Segment B Baht

Consolidated Segment C Baht

1,310,669,528 1,483,734,818 89,894,557 52,982,171

17,351,168 (1,837,082)

Segment A Baht

31 December 2014 Trade receivable - net Other assets (Corporate assets) Total assets

374,347,185 1,793,091,055 2,167,438,240

Total assets

For the year ended 31 December 2014 Revenue from external customers Segment operating profit (loss)

Total Baht

298,587,162

106,197,064

8,046,345

Segment D Baht

Total Baht

259,834,197 3,071,589,711 11,020,713 152,060,359

57,668,449

470,499,020 756,156,392 1,226,655,412

23

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

8

Segment information (Cont’d)

Segment operating profit for the year ended 31 December 2015 and 31 December 2014 can be reconciled to the Group’s profit for the year as follows: Consolidated 2015 Baht

2014 Baht

Segment operating profit

159,830,106

152,060,359

Reconciling items: Other income - head office Administrative expenses - head office Gains (losses) on exchange rate, net- head office Finance costs - head office Loss sharing from a joint venture Income tax expenses

32,267,027 (76,243,973) 1,257,318 (45,998,979) (45,950,166) (18,660,623)

2,131,013 (45,945,300) (1,189,941) (300,416) (21,315,613)

6,500,710

85,440,102

Profit for the year

For the year ended December 31, 2015, the Group’s revenues from five major customers amounting to Baht 1,267.26 million, generated from segment A by Baht 723.77 million and segment B by Baht 543.49 million and accounted for 45.76% of the Group's total revenues from sales and services.

For the year ended December 31, 2014, the Group’s revenues from five major customers amounting to Baht 2,038.78 million, generated from segment A by Baht 1,022.38 million, segment B by Baht 893.62 million, and segment D by Baht 122.78 million and accounted for 66.38% of the Group's total revenues from sales and services.

24

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

8

Segment information (Cont’d) Geographic information The Company operates in both Thailand and foreign countries. Financial information of the Company for the year ended 31 December 2015 and 2014 broken down by geographic segment are as follows:

Segment A Domestic Foreign Revenues from sales and services Gross profit Other income Selling expenses Administrative expenses Gain (loss) on exchange rate, net Finance cost Share of loss from a joint venture Income tax expenses

1,102,960,565 132,764,372

334,432,005 24,276,699

Consolidated (Baht) For the year ended 31 December 2015 Segment B Segment C Domestic Foreign Domestic Foreign 371,865,302 31,088,916

641,838,037 50,279,149

100,065,751 2,899,376

Segment D Domestic Foreign

356,000 4,411

217,575,047 12,767,191

Total

193,409 12,879

6,500,710

Profit for the year

Segment A Domestic Foreign Revenues from sales and services Gross profit Other income Selling expenses Administrative expenses Gain (loss) on exchange rate, net Finance cost Income tax expenses Profit for the year

2,769,286,116 254,092,993 32,895,527 (83,617,415) (84,929,222) 4,144,672 (51,475,056) (45,950,166) (18,660,623)

1,043,555,558 102,477,786

267,113,970 17,476,811

Consolidated (Baht) For the year ended 31 December 2014 Segment B Segment C Domestic Foreign Domestic Foreign 469,015,083 26,743,468

1,014,719,735 55,771,030

17,351,168 306,440

Segment D Domestic Foreign -

259,834,197 16,161,587

Total -

3,071,589,711 218,937,122 4,395,373 (61,970,034) (54,486,141) 3,185,862 (3,306,467) (21,315,613) 85,440,102

25

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

9

Cash and cash equivalents Consolidated 2015 Baht Cash on hand Deposits with banks - current accounts Deposits with banks - savings accounts

2014 Baht

Company 2015 Baht

2014 Baht

36 339,380,297 2,400,954

30,033 545,910,998 2,984,190

295,491,046 2,400,954

30,000 545,910,998 2,984,190

341,781,287

548,925,221

297,892,000

548,925,188

The interest rates on savings deposits with banks were 0.50% per annum (2014: 0.01% to 3.25% per annum).

10

Trade and other receivables, net Consolidated 2015 Baht

2014 Baht

Company 2015 Baht

2014 Baht

Trade receivables - Other parties - Related parties (Note 28.3) Less Allowance for doubtful accounts

313,450,607 57,953,956 (12,817,165)

301,654,782 157,088,768 (9,082,958)

294,270,239 57,326,014 (12,817,165)

301,654,782 157,088,768 (9,082,958)

Trade receivables - net

358,587,398

449,660,592

338,779,088

449,660,592

15,814,511 -

14,747,949 6,090,479

15,814,511 686,469

14,747,949 6,090,479

374,401,909

470,499,020

355,280,068

470,499,020

95,810

4,549,295

16,977,283

4,732,661

-

-

49,941,075

929,187

30,000,375 -

9,558,370 (9,558,370)

30,000,375 -

9,558,370 (9,558,370)

-

-

-

-

4,422,859

20,000,304

4,422,859

20,000,304

673,600

131,240,000 906,682

26,617,800 673,600

906,682

409,594,553

627,195,301

483,913,060

497,067,854

Accrued income - Other parties - Related parties (Note 28.3) Other receivables - related parties (Note 28.3) Accrued interest income - related parties (Note 28.3) Dividend receivables - related parties (Note 28.3) Receivable from cancellation of goods Less Allowance for doubtful accounts Accounts receivable from cancellation of goods - net Advance payment for purchasing of goods and services Advance payment for purchasing of shares Others

26

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

10

Trade and other receivables, net (Cont’d)

The age analysis of the trade accounts receivables is as follows: Consolidated 2015 Baht Current Overdue Up to 3 months 3 - 6 months 6 - 12 months Over 12 months Less Allowance for doubtful accounts

11

2014 Baht

Company 2015 Baht

2014 Baht

210,604,366

265,196,576

190,796,056

265,196,576

136,099,772 11,788,380 3,014,648 9,897,397

112,954,838 71,264,378 9,327,758

136,099,772 11,788,380 3,014,648 9,897,397

112,954,838 71,264,378 9,327,758

371,404,563 (12,817,165)

458,743,550 (9,082,958)

351,596,253 (12,817,165)

458,743,550 (9,082,958)

358,587,398

449,660,592

338,779,088

449,660,592

Investments in subsidiaries and interests in joint ventures

11.1 Investments in subsidiaries The investments in subsidiaries are as follows; Investment portion 2015 2014 (%) (%)

Incorporated country

Nature of Business Holding Company

100

100

Sea Oil Offshore Limited

Islands of Bermuda Malaysia

100

-

Sea Oil Petroleum Pte. Ltd.

Singapore

Retail sale of fuel oil and related product Retail sale of fuel oil and related product

100

-

Company Sea Oil Energy Limited

The detail of investments in subsidiaries under cost method as at 31 December 2015 and 2014 is as follows; Company Cost Method 2015 Baht Sea Oil Energy Limited Sea Oil Offshore Limited Sea Oil Petroleum Pte. Ltd

2014 Baht

32 977,400 354,797

32 -

1,332,229

32

27

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

11

Investments in subsidiaries and interests in joint ventures (Cont’d)

11.1 Investments in subsidiaries (Cont’d) Movements in the investment in subsidiaries for the year ended 31 December 2015 and 2014 are as follows: Company 2015 Baht

2014 Baht

As at 1 January Addition

32 1,332,197

32

As at 31 December

1,332,229

32

On 22 January 2015, the Company established Sea Oil Offshore Limited in the Federal Territory of Labuan, Malaysia, for the purpose of oil and related product trading. The Company holds 100% of the subsidiary’s registered share capital USD 30,000. This consists of 30,000 ordinary shares at a par value of USD 1 per share.

The Company fully paid such investment of Baht 977,400.

On 22 April 2015, the Company established Sea Oil Petroleum Pte. Ltd. in the Federal Territory of Singapore, for the purpose of oil and related product trading. The Company holds 100% of the subsidiary’s registered share capital USD 10,000. This consists of 10,000 ordinary shares at a par value of USD 1 per share. The Company paid for a share of Baht 32.

On 23 November 2015, The Company additionally paid for investment of 9,999 ordinary shares of Sea Oil Petroleum Ltd at a par value of USD 1 per share. The investment was increased to 10,000 shares, totalling Baht 354,797.

On 9 December 2015, the Company paid in advance Baht 26,617,800 for ordinary shares of 740,000 shares of Sea Oil Petroleum Pte. Ltd. at a par value of USD 1 per share. Sea Oil Petroleum plans to increase registered share capital in 2016 (Note 10).

11.2 Investment in a joint venture Investment in a joint venture is as follows;

Company Pan Orient Energy (Siam) Ltd.

Investment portion 2015 2014 (%) (%)

Incorporated country

Nature of Business

Islands of Bermuda

Exploration, development and production of petroleum and natural gas

49.99

-

The detail of investment in a joint venture under equity method and cost method as at 31 December 2015 and 2014 is as follows; Consolidated Equity Method 2015 Baht Pan Orient Energy (Siam) Ltd.

2014 Baht

Cost Method 2015 Baht

1,341,929,834

-

1,387,880,000

1,341,929,834

-

1,387,880,000

2014 Baht -

28

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

11

Investments in subsidiaries and interests in joint ventures (Cont’d)

11.2 Investment in a joint venture (Cont’d) Movements in the investment in a joint venture for the year ended 31 December 2015 and 2014 is as follows: Consolidated 2015 Baht

2014 Baht

Opening amount Addition Share of loss

1,387,880,000 (45,950,166)

-

Closing amount

1,341,929,834

-

On 2 February 2015, the Company’s subsidiary, Sea Oil Energy, completed the share purchase of Pan Orient Energy (Siam) Limited (“POES”), totalling 9,863 shares. This represents 49.99% of the total registered and paid-up shares of POES, in the total amount of USD 42.5 million (equivalent to Baht 1,387.88 million). An advance payment of Baht 131.24 million was made in 2014. An additional amount of Baht 1,256.64 million was made on 2 February 2015.

POES currently operates a petroleum concession Block L53/48 at Kamphaeng Saen District, Nakorn Pathorm Province.

The following table summarises the consideration paid for POES and the amounts of the assets acquired and liabilities assumed recognised at the acquisition date, as well as the fair value at the acquisition date of the joint-controlling interest in POES. Baht’000 Cash and cash equivalents Trade and other receivables Inventories Other current asset Spare parts Property, plant and equipment and exploration and evaluation, net Restricted cash Trade and other payable Amount due to related party Income tax payable Dividend payable Decommissioning provision Employee benefit obligations Deferred tax liabilities

130,182 22,978 808 21,174 132,544 3,304,000 20,000 (29,233) (6,699) (25) (30,923) (67,753) (2,697) (1,259,777)

Net assets before joint-controlling interest Less Joint-controlling interest

2,234,579 (1,117,403)

Fair value of net assets (50.01%) Consideration paid (49.99%) Goodwill

1,117,176 1,387,880 270,704

Goodwill of Baht 270.70 million is part of the cost of an investment in a joint venture presented in statement of financial position. Goodwill represents the future benefit of reserve and contingent resources, including synergies within the Group and POES.

29

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

11

Investments in subsidiaries and interests in joint ventures (Cont’d)

11.2 Investment in a joint venture (Cont’d) As at 31 December 2015, the Company completed identification of the fair value of assets and liabilities from the purchase of POES’s share according to TFRS 3. The Company adjusted the impact to 2 February 2015 which is the acquisition date.

The Company tests impairment of investment in a joint venture at the year end. The recoverable amounts of investment in a joint venture have been determined based on value-in-use calculation. This calculation uses cash flow projection covering the remaining petroleum concession period. It bases on reserve and contingent resources. The oil price is forecasted by Sproule International Limited, the independent specialist. The Group applies a discount rate by pre-tax weighted average cost of capital at 12.3% per annum.

Set out below is the summarised financial information for Pan Orient Energy (Siam) Ltd. which is accounted for using the equity method.

2015 Baht’000 Statement of financial position as at 31 December Assets Cash and cash equivalents Other current assets Non-current assets

70,004 38,665 3,293,814

Total assets

3,402,483

Liabilities Current liabilities Non-current liabilities

23,244 1,236,571

Total liabilities

1,259,815

Net assets

2,142,668

Statement of comprehensive income for the period from 2 February (acquisition date) to 31 December Revenue Cost and administrative expenses Depreciation and amortization

296,983 (106,660) (368,700)

Loss from operations Income tax

(178,377) 86,466

Net loss

(91,911)

The information above reflects the amounts presented in the financial statements of the joint venture adjusted for the Company when using the equity method, such as fair value adjustments made at the time of acquisition and differences in accounting policies between the group and the joint venture.

Reconciliation of the summarised financial information presented to the carrying amount of its interest in joint ventures: 2015 Baht’000 Opening net assets as at 2 February (acquisition date) Loss for the period

2,234,579 (91,911)

Closing net assets as at 31 December

2,142,668

Interest in joint venture (49.99%) Goodwill

1,071,226 270,704

Carrying value at 31 December

1,341,930 30

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

12

General investment - related party

General investment as at 31 December 2015 and 31 December 2014, totalling Baht 17,533,500, is the investment in 3.33% of ordinary shares of Khunnathee Co., Ltd, which is a company under common control. The invested company is incorporated in Thailand and engages in marine bunker transportation business.

During 2015, Khunnathee Company Ltd. declared the dividend payment in the total amount of Baht 30.86 million. The Company already received the dividend of Baht 854,677 (Note 28.1).

13

Equipment - net

Office building improvements Baht At 1 January 2014 Cost Less Accumulated depreciation

Consolidated Fixtures and Construction office equipment in progress Baht Baht

Total Baht

3,698,727 (1,521,218)

2,838,825 (1,623,748)

-

6,537,552 (3,144,966)

Net book amount

2,177,509

1,215,077

-

3,392,586

For the year ended 31 December 2014 Opening net book amount Additions Disposal, net Depreciation charged (Note 25)

2,177,509 (739,745)

1,215,077 890,300 (53,465) (720,055)

-

3,392,586 890,300 (53,465) (1,459,800)

Closing net book amount

1,437,764

1,331,857

-

2,769,621

3,698,727 (2,260,963)

3,159,651 (1,827,794)

-

6,858,378 (4,088,757)

Net book amount

1,437,764

1,331,857

-

2,769,621

For the year ended 31 December 2015 Opening net book amount Additions Depreciation charged (Note 25) Exchange differences

1,437,764 1,712,964 (893,677) 83,802

1,331,857 2,168,822 (857,388) 91,322

711,360 -

2,769,621 4,593,146 (1,751,065) 175,124

Closing net book amount

2,340,853

2,734,613

711,360

5,786,862

5,503,767 (3,162,914)

5,428,884 (2,694,271)

711,360 -

11,644,011 (5,857,185)

2,340,853

2,734,613

711,360

5,786,826

At 31 December 2014 Cost Less Accumulated depreciation

At 31 December 2015 Cost Less Accumulated depreciation Net book amount

31

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

13

Equipment - net (Cont’d)

Office building improvements Baht At 1 January 2014 Cost Less Accumulated depreciation

Company Fixtures and Construction office equipment in progress Baht Baht

Total Baht

3,698,727 (1,521,218)

2,838,825 (1,623,748)

-

6,537,552 (3,144,966)

Net book amount

2,177,509

1,215,077

-

3,392,586

For the year ended 31 December 2014 Opening net book amount Additions Disposal, net Depreciation charged (Note 25)

2,177,509 (739,745)

1,215,077 890,300 (53,465) (720,055)

-

3,392,586 890,300 (53,465) (1,459,800)

Closing net book amount

1,437,764

1,331,857

-

2,769,621

3,698,727 (2,260,963)

3,159,651 (1,827,794)

-

6,858,378 (4,088,757)

Net book amount

1,437,764

1,331,857

-

2,769,621

For the year ended 31 December 2015 Opening net book amount Additions Depreciation charged (Note 25)

1,437,764 (739,745)

1,331,857 300,798 (688,301)

711,360 -

2,769,621 1,012,158 (1,428,046)

698,019

944,354

711,360

2,353,733

3,698,727 (3,000,708)

3,460,449 (2,516,095)

711,360 -

7,870,536 (5,516,803)

698,019

944,354

711,360

2,353,733

At 31 December 2014 Cost Less Accumulated depreciation

Closing net book amount At 31 December 2015 Cost Less Accumulated depreciation Net book amount

32

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

14

Intangible assets - net Consolidated Computer software Baht

Company Computer software Baht

At 1 January 2014 Cost Less Accumulated amortisation

2,587,119 (717,337)

2,587,119 (717,337)

Net book amount

1,869,782

1,869,782

For the year ended 31 December 2014 Opening net book amount Additions Amortisation charged (Note 25)

1,869,782 1,095,994 (320,557)

1,869,782 1,095,994 (320,557)

Closing net book amount

2,645,219

2,645,219

3,683,113 (1,037,894)

3,683,113 (1,037,894)

Net book amount

2,645,219

2,645,219

For the year ended 31 December 2015 Opening net book amount Additions Amortisation charged (Note 25) Exchange differences

2,645,219 1,025,262 (614,223 55,019

2,645,219 (612,505 -

Closing net book amount

3,111,277

2,032,714

4,763,486 (1,652,209)

3,683,113 (1,650,399)

3,111,277

2,032,714

At 31 December 2014 Cost Less Accumulated amortisation

At 31 December 2015 Cost Less Accumulated amortisation Net book amount

33

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

15

Deferred income tax The analysis of deferred tax assets and deferred tax liability is as follows: Consolidated 2015 Baht Deferred tax assets: Deferred tax asset to be recovered within 12 months Deferred tax asset to be recovered after 12 months

Deferred tax liabilities: Deferred tax liabilities to be settled within 12 months Deferred tax liability to be settled after 12 months

Deferred tax asset (net)

2014 Baht

Company 2015 Baht

2014 Baht

-

1,911,674

-

1,911,674

3,132,518

2,270,368

3,132,518

2,270,368

3,132,518

4,182,042

3,132,518

4,182,042

(371,249)

-

(371,249)

-

(341,943)

-

(341,943)

-

(713,192)

-

(713,192)

-

2,419,326

4,182,042

2,419,326

4,182,042

The gross movement and the deferred income tax account is as follows: Consolidated 2015 Baht At 1 January Charged/(credited) to profit or loss At 31 December

2014 Baht

Company 2015 Baht

2014 Baht

4,182,042 (1,762,716)

4,698,940 (516,898)

4,182,042 (1,762,716)

4,698,940 (516,898)

2,419,326

4,182,042

2,419,326

4,182,042

The movement in deferred tax assets and liabilities during the year is as follows: Consolidated and Company Allowance for Employee doubtful benefit Baht Baht

Total Baht

Deferred tax assets At 1 January 2014 Charged/(credited) to profit or loss

4,588,082 (859,816)

110,858 342,918

4,698,940 (516,898)

At 31 December 2014 Charged/(credited) to profit or loss

3,728,266 (1,164,833)

453,776 115,309

4,182,042 (1,049,524)

2,563,433

569,085

3,132,518

At 31 December 2015

34

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

15

Deferred income tax (Cont’d) Consolidated and Company Discount of Debentures Total Baht Baht

16

Deferred tax labilities At 1 January 2014 Charged/(credited) to profit or loss

-

-

At 31 December 2014 Charged/(credited) to profit or loss

713,192

713,192

At 31 December 2015

713,192

713,192

Other non-current asset Consolidated 2015 Baht Refundable valued added tax Deposits

Company 2015 Baht

2014 Baht

2014 Baht

26,180,220 1,582,837

-

26,183,220 -

-

27,766,057

-

26,183,220

-

Refundable valued added tax of 26.18 million is the amount that the Company requested to refund for the year 2013 to 2015. The Revenue Department notified the Company to hold for payment. It is currently in process of consideration by the Revenue Department and the case has not been finalised.

17

Borrowings Consolidated 2015 Baht Current Promissory notes with a financial institution Short-term borrowings from financial institutions

2014 Baht

Company 2015 Baht

2014 Baht

-

25,000,000

-

25,000,000

-

55,331,827

-

55,331,827

-

80,331,827

-

80,331,827

Non-current Debentures

996,434,038

-

996,434,038

-

Total non-current borrowings

996,434,038

-

996,434,038

-

Total

996,434,038

80,331,827

996,434,038

80,331,827

Total current borrowings

35

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

17

Borrowings (Cont’d)

17.1 Promissory notes and short-term borrowing from financial institutions As at December 31, 2014, the Company has promissory notes of Baht 25.00 million with a financial institution and short-term borrowings of Baht 55.33 million from two financial institutions. These borrowings were from buying goods according to “Electronic Facility Agreement for Buyer Financing Program” which committed with the main suppliers. In 2015, the Company already repaid these borrowings in full.

17.2 Borrowings from financial institutions On 2 February 2015, the Company entered into a loan agreement with a financial institution for loan of Baht 547.00 million. The loan is for a subsidiary to invest in shares of Pan Orient Energy (Siam) Limited (POES).

The repayment of principal under the agreement is made on fifteen quarterly instalments and the interest rate is at MLR rate as announced by the financial institution. However, the Company already repaid the loan in full of Baht 547.00 million by using fund from issuance of debentures.

17.3 Debentures On 17 September 2015, the Company issued ‘Debentures of Sea Oil Public Company Limited No.1/2015 due in B.E. 2560’, with the value of Baht 1,000 million for a private placement to institutional investors and high net worth. The debentures bear interest at a fixed rate at 5.35% per annum, and the interest will be quarterly paid from 17 December 2015 onwards.

The interest rate exposure on the borrowings of the Group and the Company is as follows: Consolidated

Company

2015

2014

2015

2014

Baht

Baht

Baht

Baht

Borrowings: - at fixed rates - at floating rates

996,434,038 -

80,331,827

996,434,038 -

80,331,827

Total borrowings

996,434,038

80,331,827

996,434,038

80,331,827

The carrying amounts and fair values of certain long-term borrowings are as follows: Consolidated Carrying amounts

Debentures

Company Fair values

Carrying amounts

Fair value

Baht

Baht

Baht

Baht

996,434,038

1,030,800,918

996,434,038

1,030,800,918

The effective interest rate of debentures as at 31 December 2015 is 5.57%.

The fair value of short-term borrowings equal their carrying amount, as the impact of discounting is not significant.

The fair value of debentures is determined in Level 2 of fair value (Note 4), using discounted cash flow model, based on yield curve of the Thai Bond Market Association. The average yield was 3.54%.

36

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

17

Borrowings (Cont’d)

17.3 Debentures (Cont’d) Borrowing facilities The Group and the Company have the following undrawn committed borrowing facilities: Consolidated

Floating rate expiring within one year - Overdraft - Promissory notes with a financial institution - Short-term borrowings from financial institutions Fixed rate expiring beyond one year - Debentures

18

2014

2015

2014

Baht

Baht

Baht

Baht

100,000,000

100,000,000

100,000,000

100,000,000

220,000,000

145,000,000

220,000,000

145,000,000

270,000,000

139,668,173

270,000,000

139,668,173

1,000,000,000

- 1,000,000,000

-

1,590,000,000

384,668,173 1,590,000,000

384,668,173

Trade accounts payable and other payable

Consolidated 2015 Baht Trade accounts payable - Other parties - Related parties (Note 28.3) Trade accounts payable - Other parties - Related parties (Note 28.3)

19

Company

2015

2014 Baht

Company 2015 Baht

2014 Baht

63,037,330 1,188,791

48,193,715 2,027,295

43,982,603 1,168,726

48,193,715 2,027,295

10,700,266 145,543

5,176,976 721,421

7,146,941 145,543

5,176,976 721,421

75,071,930

56,119,407

52,443,813

56,119,407

Employee benefit obligations Consolidated 2015 Baht Statement of financial position Post-employment benefit obligation Profit or loss Post-employment benefits Remeasurement for: Post-employment benefits

2014 Baht

Company 2015 Baht

2014 Baht

2,845,429

2,268,879

2,845,429

2,268,876

576,550

149,455

576,550

149,455

-

1,565,136

-

1,565,136

37

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

19

Employee benefit obligations (Cont’d)

The movement in the defined benefit obligation over the year is as follows: Consolidated

At 1 January Current service cost Interest expense

2014

2015

2014

Baht

Baht

Baht

Baht

2,268,879 492,602 83,948

554,288 128,626 20,829

2,268,879 492,602 83,948

554,288 128,626 20,829

2,845,429

703,743

2,845,429

703,743

-

168,272

-

168,272

-

1,216,226 180,638

-

1,216,226 180,638

-

1,565,136

-

1,565,136

2,845,429

2,268,879

2,845,429

2,268,879

Remeasurements: (Gain)/loss from change in demographic assumptions (Gain)/loss from change in financial assumptions Experience (gain)/loss

At 31 December

Company

2015

The principal actuarial assumptions used were as follows:

Discount rate Inflation rate Salary growth rate

Change in assumption Discount rate Salary growth rate

1% 1%

2015

2014

3.7% 3.0% 3.0%-15%

3.7% 3.0% 3.0%-15%

Impact on defined benefit obligation Increase in obligation Decrease in obligation Baht Baht 595,757 590,362

480,830 486,372

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated.

When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the pension liability recognised within the statement of financial position.

The weighted average duration of the defined benefit obligation is 26 years

38

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

20

Share capital Number of shares Shares

Ordinary Shares Baht

Share Premium Baht

Total Baht

At 1 January 2014 Stock dividend

180,000,000 29,998,052

180,000,000 29,998,052

161,873,151 -

341,873,151 29,998,052

At 31 December 2014 Issue of shares Stock dividend

209,998,052 104,998,805 44,996,991

209,998,052 104,998,805 44,996,991

161,873,151 419,995,220 -

371,871,203 524,994,025 44,996,991

At 31 December 2015

359,993,848

359,993,848

581,868,371

941,862,219

As at 31 December 2015, the total number of authorised ordinary shares is 379,124,282 shares with a par value of Baht 1 per share (2014: 314,997,078 shares with a par value of Baht 1 per share). The issued shares were already paid in the amount of Baht 359,993,848.

Additional ordinary shares, fully paid-up, of 104,998,805 shares with par value of Baht 1 per share were registered with the Ministry of Commerce on 6 Jan 2015. The Company received share subscription from existing shareholders Baht 524.99 million in 2014. The increased ordinary shares were allowed to trade in the Stock Exchange of Thailand on 12 January 2015. There was share premium Baht 419.99 million arising from such transaction.

On 8 April 2015, the Annual Ordinary Shareholders’ meeting of 2015 approved the increase registered shares from 314,996,857 shares to 359,996,408 shares to be used as the reserve for share dividends of 44,999,551 shares with par value at Baht 1 per share in the ratio of seven current shares per one dividend share. The new shares were registered on 10 April 2015.

On 26 May 2015, the Extraordinary Shareholders’ meeting No.1/2015 approved the following: 1) The decrease of the Company’s registered capital, after the allocation of share dividends, from Baht 359,996,408 to Baht 359,993,848 by cancelling 2,560 unissued shares of the Company with a par value of Baht 1 per share. The company registered a share reduction with the Ministry of Commerce on 3 September 2015.

2) The increase of the Company’s registered capital at Baht 19,130,434, from Baht 359,993,848 to Baht 379,124,282, by issuing new 19,130,434 ordinary shares with a par value of Baht 1 per share to acquire shares of Nakornchaiprakarn Chemical Co., Ltd (“NPC”) from the existing shareholders of 1,500,000 shares at Baht 100 per share, 100% of the paid-up share capital of NPC by allocating the newly issued ordinary shares of the Company to the existing shareholders of NPC at an offering price of Baht 11.50 per share, totalling Baht 220,000,000, through a private placement. The new shares were already registered to the Ministry of Commerce on 7 September 2015. However, the acquisition has not yet incurred.

21

Legal reserve Consolidated

Company

2015

2014

2015

2014

Baht

Baht

Baht

Baht

At 1 January Appropriation during the year

17,990,000 5,305,000

13,590,000 4,400,000

17,990,000 5,305,000

13,590,000 4,400,000

At 31 December

23,295,000

17,990,000

23,295,000

17,990,000

Under the Public Limited Company Act., B.E. 1992, the Company is required to set aside as a legal reserve at least 5% of its net profit after accumulated deficit brought forward (if any) until the reserve is not less than 10 percent of the registered capital. The legal reserve is non-distributable.

39

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

22

Dividend distribution On 8 April 2015, the Annual Ordinary Shareholders’ meeting approved the dividend payment of 44,999,551 ordinary shares at par value of Baht 1 per share in the ratio of 7 current shares per 1 dividend share or shall be converted to be Baht 0.142857 per share. The dividend was also paid in cash at the rate of Baht 0.015873 per share. In the combination, stock dividend and cash dividend are paid at the rate of Baht 0.158730 per share, totaling of Baht 49,998,864. The dividend payment was made on 7 May 2015.

The Annual Ordinary Shareholders’ meeting, dated 8 April 2014, approved the dividend payment of 29,998,052 ordinary shares at par value of Baht 1 per share in the ratio of 6 current shares per 1 dividend share or shall be converted to be Baht 0.166667 per share. The dividend was also paid in cash of Baht 3,349,022. In the combination, stock dividend and cash dividend are paid at the rate of Baht 0.1853 per share, totaling of Baht 33,347,074. The dividend payment was made on 25 April 2014.

23

Other income Consolidated 2015 Baht Interest income Dividend income Management fee Others

24

2014 Baht

1,416,442 30,855,052 624,033

1,281,410 666,675 2,447,288

50,427,014 30,855,052 685,027 624,033

1,281,410 666,675 3,375,714

32,895,527

4,395,373

82,591,126

5,323,799

Finance costs Consolidated 2015 Baht Interest - Bank borrowings Interest - Debentures

25

2014 Baht

Company 2015 Baht

2014 Baht

Company 2015 Baht

2014 Baht

35,334,031 16,141,025

3,306,467 -

35,334,031 16,141,025

3,306,467 -

51,475,056

3,306,467

51,475,056

3,306,467

Expenses by nature Consolidated 2015 Baht Purchase of finished goods Changes in goods in transit Direct cost for catering service on the accommodation vessel Employee benefits expenses Depreciation and amortisation Transport and distribution expenses Sale commission expenses

2014 Baht

Company 2015 Baht

2014 Baht

2,313,696,681 (2,910,737)

2,607,595,179 1,384,800

2,173,076,550 (574,000)

2,607,595,179 1,384,800

204,407,179 29,512,348 2,365,288 58,946,537 18,422,918

243,672,610 24,932,326 1,780,357 50,147,959 5,907,014

204,407,179 29,512,348 2,040,552 53,199,892 18,405,178

243,672,610 24,932,326 1,780,357 50,147,959 5,907,014

40

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

26

Income tax Consolidated 2015 Baht

Company 2015 Baht

2014 Baht

2014 Baht

Current tax: Current tax on profits for the year

20,423,339

21,832,511

20,264,571

21,832,511

Total current tax

20,423,339

21,832,511

20,264,571

21,832,511

Deferred tax: Origination and reversal of temporary differences

(1,762,716)

(516,898)

(1,762,716)

(516,898)

Total deferred tax

(1,762,716)

(516,898)

(1,762,716)

(516,898)

Total tax expense

18,660,623

21,315,613

18,501,855

21,315,613

The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the basic tax rate of the home country of the company as follows: Consolidated 2015 Baht

Company 2015 Baht

2014 Baht

2014 Baht

Profit before tax

25,161,333

106,755,715

123,782,719

109,071,876

Tax calculated at a tax rate of 20% (2014: 20%).

Difference of tax rates Joint venture’ results, net of tax Income not subject to tax Expenses double deductible for tax Expenses not deductible for tax

5,032,267 10,693,012 9,190,033 (6,171,010) (91,459) 7,780

21,351,143 463,232 (446,362) (73,081) 20,681

24,756,544 (6,171,010) (91,459) 7,780

21,814,375 (446,362) (73,081) 20,681

Tax charged

18,660,623

21,315,613

18,501,855

21,315,613

The effective tax rate for the year ended 31 December 2015 was 14.99% (2014: 19.54%). The effective tax rate changed from the previous year as the result of dividend income that is not subject to tax and inconsistently occurred with significant amounts.

27

Earnings per share

Basic earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares in issue during the year.

Consolidated 2015 Net profit attributable to ordinary shareholders (Baht) Weighted average number of ordinary shares in issue during the year (Share) Basic earnings per share (Baht)

Company 2015

2014

2014

6,500,710

85,440,102

105,280,864

87,756,263

358,021,282

239,996,067

358,021,282

239,996,067

0.02

0.36

0.29

0.37

The Company has stock dividend in 2015, therefore the Company adjusted the weighted average number of ordinary shares which held by shareholders of the year 2014 as if the event had occurred since the year 2014.

There are no potential dilutive ordinary shares in issue for the years and 2015 and 2014.

41

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

28

Related parties transactions

Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the company, including holding companies, subsidiaries and fellow subsidiaries are related parties of the company. Associates and individuals owning, directly or indirectly, an interest in the voting power of the company that gives them significant influence over the enterprise, key management personnel, including directors and officers of the company and close members of the family of these individuals and companies associated with these individuals also constitute related parties.

In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form.

The Company is controlled by Nathalin Company Limited (incorporated in Thailand), which owns 47.22% of the Company’s shares. The remaining 52.78% of the shares are widely held. Significant transactions with Nathalin Company Limited and its related parties are as follows:

28.1

Sales of goods and services Consolidated 2015 Baht

2014 Baht

Company 2015 Baht

2014 Baht

Sales of goods Other related parties

274,451,622

483,878,287

272,581,697

483,878,287

Sales of services Other related parties

52,007,058

108,799,257

52,007,058

108,799,257

-

-

49,011,888

928,404

30,855,052

666,675

30,855,052

666,675

-

-

685,027

-

Interest income Subsidiary Dividend income Other related parties Management fee Subsidiary

Sales of oil trading are carried out on commercial terms and conditions.

Sales of service for catering and other services are carried in accordance to the service agreement.

Interest income us determined to conform to the interest rate of borrowings from financial institutions and the Company’s debentures.

On 24 December 2015, the Executive Committee’s meeting approved to charge the Company’s monthly management fee to Sea Oil Offshore Limited from October 2015.

42

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

28

Related parties transactions (Cont’d)

28.2 Purchases of goods and services Consolidated 2015 Baht Purchase of goods Other related parties

2014 Baht

Company 2015 Baht

2014 Baht

20,154,447

18,640,500

15,922,936

18,640,500

Rental and service expense Other related parties

2,080,679

2,227,083

2,080,679

2,227,082

Management fee Other related parties

1,101,660

798,840

1,101,660

798,840

Other service expense Other related parties

1,248,192

1,106,362

1,248,192

1,106,362

28.3 Outstanding balances arising from sales/purchases of goods/services Consolidated 2015 Baht

2014 Baht

Company 2015 Baht

2014 Baht

Trade receivables Other related parties

57,953,956

157,088,768

57,326,014

157,088,768

Accrued income Subsidiaries Other related parties

-

6,090,479

686,469 -

6,090,479

-

6,090,479

686,469

6,090,479

-

-

49,941,075

929,187

Dividend payable Other related parties

30,000,375

-

30,000,375

-

Other receivables Subsidiaries Other related parties

95,810

4,549,295

16,881,473 95,810

183,366 4,549,295

88,050,141

167,728,542

154,931,216

168,841,095

Trade payables Other related parties

1,188,791

2,027,295

1,168,726

2,027,295

Accrued expense Other related parties

145,543

721,421

145,543

721,421

Accrued interest income Subsidiaries

43

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

28

Related parties transaction (Cont’d)

28.4 Loans to a subsidiary Company 2015 Baht Short-term loan to a subsidiary Long-term loans to a subsidiary

2014 Baht

1,387,880,000

131,251,200 -

1,387,880,000

131,251,200

The movements of loans to a subsidiary for the year ended 31 December 2015 are as follows: Company 2015 Baht

2014 Baht

Opening balance Addition during the period Unrealised gain from exchange rate

131,251,200 1,256,640,000 (11,200)

131,240,000 11,200

Ending balance

1,387,880,000

131,251,200

The long-term loans of USD 42.50 million is loan to Sea Oil Energy Limited for the purpose to acquire Pan Orient Energy (Siam) Limited. The total amount comprises the loan of USD 4.0 million, which was made on 24 November 2014, bearing interest at the fixed rate of 6.80% per annum and the loan of USD 38.50 million, which was made on 2 February 2015, bearing interest at the fixed rate using MLR at the date of agreement plus 0.05 or equivalent 6.80% per annum.

On 11 August 2015, the Company revised the loan agreements as details below: 1) For the loan agreement of USD 4.0 million, the principal shall be converted into the fixed amount of Baht 131.24 million, using the exchange rate of Baht 32.81 per USD 1 at the borrowing date. The outstanding accrued interest as at 31 December 2014, totalling USD 28,318, shall be converted into the fixed amount of Baht 929,187, using the exchange rate of Baht 32.81 per USD 1 as at 30 December 2014. The interest rate was revised from 6.80% to 1.55% per annum and is retrospectively effective from 1 January 2015.

2) For the loan agreement of USD 38.50 million, the principal shall be converted into the fixed amount of Baht 1,256.64 million, using the exchange rate of Baht 32.64 per USD 1 at the borrowing date. The interest rates are revised as follows: - the rate at 5.55% per annum is applied for the principal of Baht 125.00 million; - the rate at 6.80% per annum is applied for the principal of Baht 547.00 million and; - the rate at 1.55% per annum is applied for the principal of Baht 584.64 million.

The revised agreement is retrospectively effective from 2 February 2015.

On 10 November 2015, the Company revised the interest rate of the loan agreement of Baht 1,256.64 million, respectively effective from 1 October 2015, as follows: - the rate at 5.65% per annum is applied for the principal of Baht 125.00 million; - the rate at 5.65% per annum is applied for the principal of Baht 547.00 million and; - the rate at 1.55% per annum is applied for the principal of Baht 584.64 million.

The loans shall be repaid within 5 years from the agreement date. The fair value was Baht 1,573.80 million determined in level 2 of fair value (Note 4), calculated by discounted cash flow model based on yield curve of the Thai Bond Market Association.

44

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

28

Related parties transaction (Cont’d)

28.5 Management benefit expenses Management benefit expenses composed of salaries, meeting allowances gratuities and post-employee benefits can be categorised as follows: Consolidated 2015 Baht Short-term employee benefits Post-employee benefits

2014 Baht

Company 2015 Baht

2014 Baht

17,086,047 318,435

14,654,143 103,526

17,086,047 318,435

14,654,143 103,526

17,404,482

14,757,669

17,404,482

14,757,669

28.6 Issuance of guarantee

On 19 November 2015, the Company engaged in letter of guarantee to Sea Oil Offshore Limited for purchase of petroleum product agreement. The guaranteed amount was within USD 700,000 with 1 year duration ended 15 November 2016.

29

Commitments and contingent liabilities

29.1 Operating lease commitment - where a Group company is the lessee The future aggregate minimum lease payments in respect of the lease of building and office equipment under non-cancellable operating leases contracts are as follows.

Consolidated 2015 Baht Within 1 year 1 to 5 years

2014 Baht

Company 2015 Baht

2014 Baht

9,480,712 4,004,110

2,866,945 3,436,250

3,893,742 1,555,473

2,866,945 3,436,250

13,484,822

6,303,195

5,449,215

6,303,195

29.2 Guarantees As at December 31, 2015 and 2014, the Group had letters of guarantee issued by banks as followings: Consolidated 2015 Baht Guarantee for purchase of oil from suppliers Guarantee for performance of the catering and other services agreement

2014 Baht

Company 2015 Baht

2014 Baht

56,377,660

23,000,000

56,377,660

23,000,000

57,299,100

57,299,100

57,299,100

57,299,100

113,676,760

80,299,100

113,676,760

80,299,100

45

Sea Oil Public Company Limited Notes to Consolidated and Company Financial Statements For the year ended 31 December 2015

30

Events after the reporting period

1) The Company entered into the loan agreements with its subsidiaries as followings  

USD 1.7 million loans to Sea Oil Offshore Ltd. were made on 19 and 29 January 2016. The interest rate was 5.40 % and the repayment shall be made within 1 year from 25 December 2015.

USD 4.0 million loan to Sea Oil Petroleum Ltd. was made on 5 February 2016. The interest rate was 5.65 % and the repayment shall be made within 1 year from 28 January 2016.

2) On 11 January 2016, Sea Oil Petroleum Ltd. increased the registered share capital of 990,000 ordinary share. Total registered share capital is 1,000,000 shares with par value USD 1 per share. After the increase in share capital, the Company’s interest in Sea Oil Petroleum Ltd. is decreased from 100% to 75%. Sea Oil Petroleum Ltd. starts its business in January 2016.

46

SEA OIL PUBLIC COMPANY LIMITED

General Information & Other Significant Information Company Name Head Office Type of Business

Registration Number Telephone Facsimile Website Registered Capital Paid-up Capital

: Sea Oil Public Company Limited : 88 Soi Bangna-Trad 30, Bangna-Trad Road, Bangna, Bangkok 10260, Thailand : The Company has core business 2 parts as follow: 1. Suppliers of Marine Bunker Fuel and Lubricant products to domestic and international shipping vessels and supply fuel to in-land i.e. Land Transportation Business and Other Industries.

2. Supply management, Catering & Housekeeping service and general supply to oil & gas exploration business both offshore and onshore. : 0107554000194 : (662) 398-9850, (662) 398-9851 : (662) 398-9852 : www.seaoilthailand.com : 379,124,282 Baht, divided into 379,124,282 Ordinary Shares, 1 Baht each : 359,993,848 Baht, divided into 359,993,848 Ordinary Shares, 1 Baht each (As of December 31,2015)

Reference Securities Registrar

:

Thailand Securities Depository Company Limited 62 The Stock Exchange of Thailand Building, Rachadapisek Road, Klongtoey, Bangkok 10110, Thailand Telephone : (662) 229 2800 Fax: (662) 359 1259

Auditor

:

PricewaterhouseCoopers ABAS Ltd.

By Ms. Sukhumaporn Wong-Ariyaporn Certified Auditor No, 4843 or Ms. Varaporn Vorathitikul Certified Auditor No, 4474 or Mr. Vichien Khingmontri Certified Auditor No, 3977 th 15 Floor, Bangkok City Tower, 179/74-80 South Sathorn Road, Sathorn Bangkok 10120, Thailand Telephone : (662) 286 9999, (662) 344 1000 Fax : (662) 286 5050

Registrar and Paying Agent

:

TMB Bank Public Company Limited A Building, 3000 Phahon Yothin Road, Chatuchak, Bangkok 10900, Thailand Telephone : (662) 299 1217 Fax : (662) 299 1278 ( Debentures of SEAOIL no.1/2015 for THB 1 , 0 0 0 million subordinated capital debentures issue in September 2015)

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SEA OIL PUBLIC COMPANY LIMITED Important information Sea Oil Public Company Limited has 3 subsidiaries; Company Name : Sea Oil Energy Limited Registered Date : 15 October 2014 Head Office : Bermuda Type of Business : Invest as Joint Ventures Registered Capital : 1 US Dollar, divided into 1 Ordinary Shares, 1 US Dollar each Paid-up Capital : 1 US Dollar, divided into 1 Ordinary Shares, 1 US Dollar each Company Name Registered Date Head Office Type of Business Registered Capital Paid-up Capital

: Sea Oil Offshore Limited : 22 January 2015 : Labuan, Malaysia : International Bunkering Services : 30,000 US Dollar, divided into 30,000 Ordinary Shares, 1 US Dollar each : 30,000 US Dollar, divided into 30,000 Ordinary Shares, 1 US Dollar each

Company Name Registered Date Head Office Type of Business Registered Capital Paid-up Capital

: Sea Oil Petroleum PTE. LTD. : 22 April 2015 : Singapore : Marine Fuel and Lubricants Supplier in Singapore : 1,000,000 US Dollar, divided into 1,000,000 Ordinary Shares, 1 US Dollar each : 1,000,000 US Dollar, divided into 1,000,000 Ordinary Shares, 1 US Dollar each (As of January 11,2016)

Investment in Joint Ventures Company Name : Pan Orient Energy (Siam) Limited (“POES�)

Registered Date : 30 January 2007 Head Office : Bermuda Type of Business : Onshore Petroleum Exploration and Production of Thailand, 100% procession on L53/48 Concession Registered Capital : 19,728 US Dollar, divided into 19,728 Ordinary Shares, 1 US Dollar each Paid-up Capital : 19,728 US Dollar, divided into 19,728 Ordinary Shares, 1 US Dollar each Shareholdings : Sea Oil Energy Limited, total 9,863 shares in approximate 49.99% of the total issued and paid-up capital. Petroleum Company Pte. Limited (registered in Singapore), total 9,865 shares in approximate 50.01% of the total issued and paid-up capital.

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Sea Oil’ s Core Value S - E - A - O - I - L -

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Sea Oil Public Company Limited บริษัท ซีออยล์ จำ�กัด (มหาชน)

Service Mind Entrepreneurship Active Operational Excellence Integrity Learning

บรษิทั ซอีอยล จำกดั (มหาชน)

ทอ ีย ู 88 ซอยบางนา-ตราด 30 ถนนบางนา-ตราด แขวงบางนา เขตบางนา กรงุเทพฯ 10260 โทร. 02–398–9850-1 โทรสาร. 02–398–9852

Sea Oil Public Company Limited

88 Soi Bangna – Trad 30, Bangna – Trad Road, Bangna, Bangkok 10260 Tel: (662) 398-9850-1 Fax: (662) 398-9852