Bangchak invests 2.2 billion baht to take over Esso Thailand, pushing production capacity up to 294,000 barrels/day.

Bangchak takes over Esso Thailand with an enterprise value of 55,500 billion and an oil refinery with a capacity of 174,000 barrels per day. Oil depot network and more than 700 gas stations nationwide. After closing the deal, Bangchak will have an oil refining capacity of 294,000 barrels per day. Network of over 2,100 service stations

Bangchak Corporation Public Company Limited (BCP) has informed the Stock Exchange of Thailand that its Board of Directors meeting No. 1/2566, held on January 11, 2566, unanimously approved the acquisition of ordinary shares of Esso (Thailand) Public Company Limited (ESSO) from ExxonMobil Asia Holdings Pte. Ltd. (“ExxonMobil”). Bangchak signed a share purchase agreement with ExxonMobil on January 11, 2566, and expects to complete the transaction and payment in the second half of 2566, subject to the fulfillment of certain conditions precedent. Following the completion of the transaction with ExxonMobil, Bangchak will prepare for a tender offer for all remaining Esso shares.

Mr. Chaiwat Kovavisarach, Group Chief Executive Officer and President of Bangchak Corporation Public Company Limited, stated that this investment is another important step towards greater energy security for Bangchak and Thailand. It aligns with the strategy of increasing sustainability and improving energy accessibility. He believes this transaction marks a transformative milestone for Bangchak and Thailand.

For this investment, the relevant assets are an oil refinery with a refining capacity of 174,000 barrels per day. Oil depot network and more than 700 gas stations nationwide, creating economies of scale and helping to increase the company's cost efficiency. By making Bangchak It has a total oil refining capacity of 294,000 barrels per day. and a network of more than 2,100 service stations, able to conduct a more integrated refinery business. Providing a wider variety of crude oil and benefit from the two refineries' complementary distillation technologies. and providing comprehensive marketing services and offering even more services to customers through gas stations throughout the country.

Including the exchange of knowledge and technology. Helps increase the skills and abilities of employees Strengthen your business and deliver the best experience to your customers. and prepare the Bangchak Group to move towards the energy transition.

for entering into such transactions It is the purchase of shares in the proportion of 65.99 percent of the total number of shares of Esso from ExxonMobil with an enterprise value of 55,500 million baht and has a mechanism for adjusting the share purchase price as specified in the share purchase agreement. If referring to the financial statements reviewed in Esso's 3rd quarter of 2565 will have a preliminary price of approximately 8.84 baht per 1 share, with the final price being adjusted according to the agreed conditions.

As for funding sources, Bangchak will use funds from both external sources and loans from financial institutions. and from cash flow within the company and is prepared to make a tender offer to purchase all remaining shares after the acquisition of shares from ExxonMobil is completed. In addition, ExxonMobil will continue to carry on the business of importing lubricants and chemicals in Thailand.

In this regard, entering into stock trading transactions will be subject to compliance with the rules of relevant regulatory agencies such as the Ministry of Energy. Office of the Securities and Exchange Commission and is subject to shareholder approval at the 2566 Annual General Meeting of Shareholders. The transaction is expected to be completed in the second half of 2566.

The details of the said deal are: The company will enter into a transaction of buying and selling shares in the total amount. 2,283,750,000 shares from the seller, which will not be in the business of lubricating products and selling chemicals of Esso. The seller and Esso will work together to ensure a smooth transfer of businesses that are not part of the transaction according to the seller's proposed guidelines. This may include transfers, licensing, disposals, dissolutions, or any other actions to liquidate businesses that are not part of the transaction, whether in whole or in part.

Esso will be able to continue using the Esso brand for service stations during the transition period. which is scheduled for a period of 2 years, is temporary

And because the industry in which Esso currently operates has high fluctuations in working capital requirements. And considering the period of time between the date the company signs the share purchase agreement and the date the share purchase transaction is expected to be completed. Therefore, a mechanism for adjusting the price of shares traded and the price according to this tender offer has been established in order for the Company to determine the exact business value of Esso. and to manage fluctuations in working capital in business operations that may differ from normal levels.

The trading price on the date of entering into the share purchase transaction will depend on business performance which results in changes in net debt and debt equivalents. working capital and other items as specified in the share purchase agreement The said adjusted items will be based on the reviewed financial statements for the most recent quarter. Before the date on which the stock trading transaction is completed.

To provide an example to explain the calculation. The following table shows the adjustment of the trading price according to the above price adjustment mechanism as if the share trading transaction had been completed, based on the reviewed financial statements as of June 30, 2565 and September 30, 2565, which It is the latest version of the reviewed financial statements as of the date the share purchase agreement was signed. Under this assumption The total value of the shares traded will be 21,982 million baht or 9.63 baht per share and 20,198 million baht or 8.84 baht per share, respectively.