10. Connected Transactions

For the year ended 31 December 2011 and 31 December 2010, the Company
has related transactions with persons who have potential conflict of
interest with the Company i.e., shareholders, related companies having
common shareholders or directors, associated companies, and related
joint venture, which are described in “Notes to Financial Statements”.
The major related transactions are as follows:

Normal Business Transactions

Unit: Million Baht

+---+------------+------------+--------+--------+-------------------+
| I | IVL/S      | Type of    | Year   | Period | Necessity and     |
| t | ubsidiary- | T          | Ended  | Ended  | reasonableness    |
| e |            | ransaction |        |        |                   |
| m | Party      |            | 31     | 31     |                   |
|   | having     |            | De     | De     |                   |
|   | Conflict   |            | cember | cember |                   |
|   | of         |            | 2010   | 2011   |                   |
|   | Interest   |            |        |        |                   |
+===+============+============+========+========+===================+
| 1 | Indorama   | Indorama   | 3,     | 6,     | Indo Rama         |
|   | Petrochem  | Petrochem  | 560.45 | 250.95 | Synthetics Ltd.   |
|   | Ltd. and   | Ltd. and   |        |        | is a Polyester    |
|   | TPT        | TPT        | 1,     | 1,     | manufacture and   |
|   | Petr       | Petr       | 250.38 | 394.15 | distributor,      |
|   | ochemicals | ochemicals |        |        | which use PTA as  |
|   | PCL – Indo | PCL sell   |        |        | a major raw       |
|   | Rama       | PTA to     |        |        | material.         |
|   | Synthetics | Indo Rama  |        |        |                   |
|   | (India)    | Synthetics |        |        | Pricing method:   |
|   | Ltd.       | (India)    |        |        |                   |
|   |            | Ltd.       |        |        | Negotiated per    |
|   | Rela       |            |        |        | market rate as    |
|   | tionship:  | Total      |        |        | applicable to     |
|   |            |            |        |        | other customers.  |
|   | Mr. O.P.   | Accounts   |        |        |                   |
|   | Lohia is a | receivable |        |        | Terms of credit:  |
|   | major      |            |        |        |                   |
|   | s          |            |        |        | 90 days           |
|   | hareholder |            |        |        |                   |
|   | of         |            |        |        | Going Forward:    |
|   | Indorama   |            |        |        |                   |
|   | Synthetics |            |        |        | This transaction  |
|   | (India)    |            |        |        | will continue on  |
|   | Ltd. and   |            |        |        | the above normal  |
|   | he is a    |            |        |        | terms and         |
|   | blood      |            |        |        | conditions.       |
|   | brother of |            |        |        |                   |
|   | Mr. Aloke  |            |        |        |                   |
|   | Lohia -    |            |        |        |                   |
|   | director   |            |        |        |                   |
|   | of         |            |        |        |                   |
|   | Indorama   |            |        |        |                   |
|   | Petrochem  |            |        |        |                   |
|   | Ltd. and   |            |        |        |                   |
|   | TPT        |            |        |        |                   |
|   | Petr       |            |        |        |                   |
|   | ochemicals |            |        |        |                   |
|   | PCL.       |            |        |        |                   |
+---+------------+------------+--------+--------+-------------------+
| 2 | Indorama   | Indorama   | Nil    | 624.23 | PT. Indorama      |
|   | Petrochem  | Petrochem  |        |        | Synthetics Tbk    |
|   | Ltd. and   | Ltd. and   | Nil    | Nil    | Ltd. is a         |
|   | TPT        | TPT        |        |        | Polyester         |
|   | Petr       | Petr       |        |        | manufacture and   |
|   | ochemicals | ochemicals |        |        | distributor,      |
|   | PCL – PT.  | PCL sell   |        |        | which use PTA as  |
|   | Indorama   | PTA to PT. |        |        | a major raw       |
|   | Synthetics | Indorama   |        |        | material.         |
|   | Tbk Ltd.   | Synthetics |        |        |                   |
|   |            | Tbk Ltd.   |        |        | Pricing method:   |
|   | Rela       |            |        |        |                   |
|   | tionship:  | Total      |        |        | Negotiated per    |
|   |            |            |        |        | market rate as    |
|   | Mr. S.P.   | Accounts   |        |        | applicable to     |
|   | Lohia and  | receivable |        |        | other customers.  |
|   | Mr. Amit   |            |        |        |                   |
|   | Lohia who  |            |        |        | Terms of credit:  |
|   | are the    |            |        |        |                   |
|   | major      |            |        |        | 45 days           |
|   | sh         |            |        |        |                   |
|   | areholders |            |        |        | Going Forward:    |
|   | of PT.     |            |        |        | This transaction  |
|   | Indorama   |            |        |        | will continue on  |
|   | Synthetics |            |        |        | the above normal  |
|   | Tbk Ltd.   |            |        |        | terms and         |
|   | and they   |            |        |        | conditions.       |
|   | are also   |            |        |        |                   |
|   | the        |            |        |        |                   |
|   | directors  |            |        |        |                   |
|   | of IVL     |            |        |        |                   |
+---+------------+------------+--------+--------+-------------------+
| 3 | PT.        | PT.        | Nil    | 139.18 | PT. Indorama      |
|   | Indorama   | Indorama   |        |        | Synthetics Tbk    |
|   | Ventures   | Ventures   | Nil    | 17.98  | Ltd. is a         |
|   | In         | Indonesia  |        |        | Polyester         |
|   | donesia. - | sells      |        |        | manufacture and   |
|   | PT.        | Filament   |        |        | distributor,      |
|   | Indorama   | Yarn to    |        |        | which use         |
|   | Synthetics | PT.        |        |        | Filament Yarn as  |
|   | Tbk Ltd.   | Indorama   |        |        | a major raw       |
|   |            | Synthetics |        |        | material.         |
|   | Rela       | Tbk Ltd.   |        |        |                   |
|   | tionship:  |            |        |        | Pricing method:   |
|   |            | Total      |        |        |                   |
|   | Mr. S.P.   |            |        |        | Negotiated per    |
|   | Lohia and  | Accounts   |        |        | market rate as    |
|   | Mr. Amit   | receivable |        |        | applicable to     |
|   | Lohia who  |            |        |        | other customers.  |
|   | are the    |            |        |        |                   |
|   | major      |            |        |        | Terms of credit:  |
|   | sh         |            |        |        |                   |
|   | areholders |            |        |        | 30 days           |
|   | of PT.     |            |        |        |                   |
|   | Indorama   |            |        |        | Going Forward:    |
|   | Synthetics |            |        |        | This transaction  |
|   | Tbk Ltd.   |            |        |        | will continue on  |
|   | and they   |            |        |        | the above normal  |
|   | are also   |            |        |        | terms and         |
|   | the        |            |        |        | conditions.       |
|   | directors  |            |        |        |                   |
|   | of IVL     |            |        |        |                   |
+---+------------+------------+--------+--------+-------------------+
| 4 | PT.        | PT.        | Nil    | 3.44   | PT. Indorama      |
|   | Indorama   | Indorama   |        |        | Synthetics Tbk    |
|   | Polyester  | Polyesters | Nil    | Nil    | Ltd. is a         |
|   | Industries | Industries |        |        | Polyester         |
|   | Indonesia. | Indonesia  |        |        | manufacture and   |
|   | – PT.      | sells      |        |        | distributor,      |
|   | Indorama   | Filament   |        |        | which use         |
|   | Synthetics | Yarn to    |        |        | Filament Yarn as  |
|   | Tbk Ltd.   | PT.        |        |        | a major raw       |
|   |            | Indorama   |        |        | material.         |
|   | Rela       | Synthetics |        |        |                   |
|   | tionship:  | Tbk Ltd.   |        |        | Pricing method:   |
|   |            |            |        |        |                   |
|   | Mr. S.P.   | Total      |        |        | Negotiated per    |
|   | Lohia and  |            |        |        | market rate as    |
|   | Mr. Amit   | Accounts   |        |        | applicable to     |
|   | Lohia who  | receivable |        |        | other customers.  |
|   | are the    |            |        |        |                   |
|   | major      |            |        |        | Terms of credit:  |
|   | sh         |            |        |        |                   |
|   | areholders |            |        |        | 30 days           |
|   | of PT.     |            |        |        |                   |
|   | Indorama   |            |        |        | Going Forward:    |
|   | Synthetics |            |        |        | This transaction  |
|   | Tbk Ltd.   |            |        |        | will continue on  |
|   | and they   |            |        |        | the above normal  |
|   | are also   |            |        |        | terms and         |
|   | the        |            |        |        | conditions.       |
|   | directors  |            |        |        |                   |
|   | of IVL     |            |        |        |                   |
+---+------------+------------+--------+--------+-------------------+
| 5 | Indorama   | Indorama   | Nil    | 19.14  | PT. Indorama      |
|   | Polyester  | Polyesters |        |        | Synthetics Tbk    |
|   | Industries | Industries | Nil    | 9.47   | Ltd. is a         |
|   | PCL – PT.  | PCL sells  |        |        | Polyester         |
|   | Indorama   | Polyester  |        |        | manufacture and   |
|   | Synthetics | to PT.     |        |        | distributor,      |
|   | Tbk Ltd.   | Indorama   |        |        | which use         |
|   |            | Synthetics |        |        | Polyester as a    |
|   | Rela       | Tbk Ltd.   |        |        | major raw         |
|   | tionship:  |            |        |        | material.         |
|   |            | Total      |        |        |                   |
|   | Mr. S.P.   |            |        |        | Pricing method:   |
|   | Lohia and  | Accounts   |        |        |                   |
|   | Mr. Amit   | receivable |        |        | Negotiated per    |
|   | Lohia who  |            |        |        | market rate as    |
|   | are the    |            |        |        | applicable to     |
|   | major      |            |        |        | other customers.  |
|   | sh         |            |        |        |                   |
|   | areholders |            |        |        | Terms of credit:  |
|   | of PT.     |            |        |        |                   |
|   | Indorama   |            |        |        | 30 days after     |
|   | Synthetics |            |        |        | receving Bill of  |
|   | Tbk Ltd.   |            |        |        | Ladding           |
|   | and they   |            |        |        |                   |
|   | are also   |            |        |        | Going Forward:    |
|   | the        |            |        |        | This transaction  |
|   | directors  |            |        |        | will continue on  |
|   | of IVL     |            |        |        | the above normal  |
|   |            |            |        |        | terms and         |
|   |            |            |        |        | conditions.       |
+---+------------+------------+--------+--------+-------------------+

Supporting Normal Business Transactions

Unit: Million Baht

+---+------------+------------+--------+--------+-------------------+
| I | IVL/S      | Type of    | Year   | Period | Necessity and     |
| t | ubsidiary- | T          | Ended  | Ended  | reasonableness    |
| e |            | ransaction |        |        |                   |
| m | Party      |            | 31     | 31     |                   |
|   | having     |            | De     | De     |                   |
|   | Conflict   |            | cember | cember |                   |
|   | of         |            | 2010   | 2011   |                   |
|   | Interest   |            |        |        |                   |
+===+============+============+========+========+===================+
| 1 | Indorama   | Indorama   | Nil    | 6.84   | Indorama Pet      |
|   | Pet        | Pet        |        |        | (Nigeria) Ltd.    |
|   | (Nigeria)  | (Nigeria)  | Nil    | Nil    | has to pay import |
|   | Ltd. –     | Ltd.       |        |        | duty, the company |
|   | Eleme      | purchases  |        |        | can use           |
|   | Petr       | Negotiable |        |        | Negotiable Duty   |
|   | ochemicals | Duty       |        |        | Credit            |
|   | Co., Ltd.  | Credit     |        |        | Certificate in    |
|   |            | C          |        |        | lieu of cash      |
|   | Rela       | ertificate |        |        | payment and       |
|   | tionship:  | from –     |        |        | receive the       |
|   |            | Eleme      |        |        | discount          |
|   | Mr. S.P.   | Petr       |        |        |                   |
|   | Lohia and  | ochemicals |        |        | Pricing method:   |
|   | Mr. Amit   | Co., Ltd.  |        |        |                   |
|   | Lohia who  |            |        |        | NDCC are          |
|   | are the    | Total      |        |        | purchased at a    |
|   | directors  |            |        |        | prevailing market |
|   | of Eleme   | Accounts   |        |        | discount rate,    |
|   | Petr       | payable    |        |        | the discount      |
|   | ochemicals |            |        |        | offered to the    |
|   | Co., Ltd.  |            |        |        | Company is more   |
|   | and they   |            |        |        | than they offered |
|   | are also   |            |        |        | to third parties. |
|   | the        |            |        |        |                   |
|   | directors  |            |        |        | Terms of credit:  |
|   | of IVL     |            |        |        |                   |
|   |            |            |        |        | 30 days           |
|   |            |            |        |        |                   |
|   |            |            |        |        | Going Forward:    |
|   |            |            |        |        |                   |
|   |            |            |        |        | This transaction  |
|   |            |            |        |        | will continue on  |
|   |            |            |        |        | the above normal  |
|   |            |            |        |        | terms and         |
|   |            |            |        |        | conditions.       |
+---+------------+------------+--------+--------+-------------------+

Rental/Lease (not exceed 3 years) without any indication of General
Trading Condition

  Unit: Million Baht

+---+-------------+-----------+--------+--------+--------------------+
| I | IVL/        | Type of   | Year   | Period | Necessity and      |
| t | Subsidiary- | Tr        | Ended  | Ended  | reasonableness     |
| e |             | ansaction |        |        |                    |
| m | Party       |           | 31     | 31     |                    |
|   | having      |           | De     | De     |                    |
|   | Conflict of |           | cember | cember |                    |
|   | Interest    |           | 2010   | 2011   |                    |
+---+-------------+-----------+--------+--------+--------------------+
| 1 | Indorama    | Indorama  | 5.25   | 5.25   | This transaction   |
|   | Polyester   | Polyester |        |        | has been done to   |
|   | Industries  | I         | 1.31   | 1.31   | avail of office    |
|   | Limited -   | ndustries |        |        | space, with total  |
|   | Pacific     | rented    |        |        | areas of 1,457.88  |
|   | Resources   | out       |        |        | Sqm.               |
|   | Ltd.        | office    |        |        |                    |
|   |             | space at  |        |        | Pricing method:    |
|   | Re          | 28th      |        |        |                    |
|   | lationship: | floor     |        |        | As per prevailing  |
|   |             | Ocean     |        |        | rent in Ocean      |
|   | Mr. Anuj    | Tower 2,  |        |        | Tower building, it |
|   | Lohia, a    | Bangkok.  |        |        | has been agreed.   |
|   | son of Mr.  | (Unit A,  |        |        |                    |
|   | Aloke       | B, C, D). |        |        | Terms of credit:   |
|   | Lohia, is   |           |        |        |                    |
|   | the major   | The       |        |        | Advance on or      |
|   | shareholder | rental    |        |        | before 5th day of  |
|   | of Pacific  | expenses  |        |        | each calendar      |
|   | Resources   | is of     |        |        | month.             |
|   | Ltd.        | Baht      |        |        |                    |
|   |             | 437,364   |        |        | Going Forward:     |
|   |             | per month |        |        |                    |
|   |             | or Baht   |        |        | The lease          |
|   |             | 300 per   |        |        | agreement was      |
|   |             | Sqm. per  |        |        | expired on Oct.    |
|   |             | month     |        |        | 31, 2010 and has   |
|   |             |           |        |        | been renewed for   |
|   |             | Total     |        |        | the period from    |
|   |             |           |        |        | Nov. 1, 2010 to    |
|   |             | Deposit   |        |        | Oct. 31, 2013 at   |
|   |             |           |        |        | the same           |
|   |             |           |        |        | conditions.        |
|   |             |           |        |        |                    |
|   |             |           |        |        | Renewal Condition: |
|   |             |           |        |        |                    |
|   |             |           |        |        | The agreement will |
|   |             |           |        |        | be renewed as per  |
|   |             |           |        |        | the terms of       |
|   |             |           |        |        | agreement          |
+---+-------------+-----------+--------+--------+--------------------+
| 2 | Indorama    | Indorama  | Nil    | 1.11   | This transaction   |
|   | Polyester   | Polyester |        |        | has been done to   |
|   | Industries  | I         | Nil    | Nil    | avail of office    |
|   | Limited –   | ndustries |        |        | space, with total  |
|   | Cryoviva    | have      |        |        | areas of 630 Sqm.  |
|   | (Thailand)  | office    |        |        |                    |
|   | Ltd.        | space at  |        |        | Pricing method:    |
|   |             | 3 floor   |        |        |                    |
|   | Re          | of the    |        |        | As per prevailing  |
|   | lationship: | Office at |        |        | market rate        |
|   |             | Nakhon    |        |        |                    |
|   | Mr. Aloke   | Pathom to |        |        | Terms of credit:   |
|   | Lohia, is a | rent out  |        |        |                    |
|   | director of | to        |        |        | Advance on or      |
|   | Cryoviva    | Cryoviva  |        |        | before 15th day of |
|   | (Thailand)  | (         |        |        | each calendar      |
|   | Ltd.        | Thailand) |        |        | month.             |
|   |             | Ltd       |        |        |                    |
|   |             |           |        |        | Going Forward:     |
|   |             | The       |        |        |                    |
|   |             | rental    |        |        | This lease         |
|   |             | expenses  |        |        | agreement shall be |
|   |             | is of     |        |        | stared from 1st    |
|   |             | Baht      |        |        | August, 2011 to 31 |
|   |             | 94,500    |        |        | July, 2014 and     |
|   |             | per month |        |        | after every 3      |
|   |             | or Baht   |        |        | years lease can be |
|   |             | 150 per   |        |        | renew at mutually  |
|   |             | Sqm. per  |        |        | agreed terms and   |
|   |             | month     |        |        | conditions.        |
|   |             |           |        |        |                    |
|   |             | Total     |        |        | Renewal Condition: |
|   |             |           |        |        |                    |
|   |             | Balance   |        |        | The agreement will |
|   |             | Payable   |        |        | be renewed as per  |
|   |             |           |        |        | the terms of       |
|   |             |           |        |        | agreement          |
+---+-------------+-----------+--------+--------+--------------------+

Relating to Assets/Services Transaction

  Unit: Million Baht

+---+--------------+-----------+--------+--------+------------------+
| I | IVL          | Type of   | Year   | Period | Necessity and    |
| t | /Subsidiary- | Tr        | Ended  | Ended  | reasonableness   |
| e |              | ansaction |        |        |                  |
| m | Party having |           | 31     | 31     |                  |
|   | Conflict of  |           | De     | De     |                  |
|   | Interest     |           | cember | cember |                  |
|   |              |           | 2010   | 2011   |                  |
+---+--------------+-----------+--------+--------+------------------+
| 1 | Royalty Fee  | Royalty   | 44.97  | 71.39  | Fee paid for use |
|   | (use of the  | Fee (Use  |        |        | of the name      |
| . | name         | of the    | 26.54  | 35.09  | "Indorama" which |
|   | “Indorama”)  | name      |        |        | is owned by      |
|   |              | "I        |        |        | Lohia Global     |
|   | Pay to Lohia | ndorama") |        |        | Holdings         |
|   | Global       | as per    |        |        | Limited, as per  |
|   | Holdings     | the       |        |        | the License      |
|   | Limited      | Royalty   |        |        | Agreement        |
|   |              | Agreement |        |        | between Indorama |
|   | 1)  Indorama |           |        |        | Ventures PCL and |
|   |     Polymers | Total     |        |        | Lohia Global     |
|   |     PCL.     |           |        |        | Holdings,        |
|   |              | Accounts  |        |        | assigned to      |
|   | 2)  Indorama | Payable   |        |        | subsidiaries.    |
|   |     Holdings |           |        |        |                  |
|   |     LTD.     |           |        |        | Pricing method:  |
|   |              |           |        |        |                  |
|   | 3)  Indorama |           |        |        | Royalty fee to   |
|   |              |           |        |        | be charged at    |
|   |   Polyesters |           |        |        | USD 0.50 per MT  |
|   |              |           |        |        | of net           |
|   |   Industries |           |        |        | production as    |
|   |     PCL      |           |        |        | stipulated in    |
|   |              |           |        |        | the Royalty      |
|   | 4)  Indorama |           |        |        | payment          |
|   |              |           |        |        | agreement        |
|   |    Petrochem |           |        |        |                  |
|   |     LTD.     |           |        |        | Terms of credit: |
|   |              |           |        |        |                  |
|   | 5)  UAB      |           |        |        | 7 Days after     |
|   |     Orion    |           |        |        | IVL" s financial |
|   |     Global   |           |        |        | statement was    |
|   |     Pet      |           |        |        | reviewed and     |
|   |              |           |        |        | approved by the  |
|   | 6)  AlphaPet |           |        |        | auditor          |
|   |     Inc.     |           |        |        |                  |
|   |              |           |        |        | Going Forward:   |
|   | 7)  StarPet  |           |        |        |                  |
|   |     Inc.     |           |        |        | Starting from    |
|   |              |           |        |        | March 2010       |
|   | 8)  TPT      |           |        |        |                  |
|   |     Pe       |           |        |        |                  |
|   | trochemicals |           |        |        |                  |
|   |     PCL      |           |        |        |                  |
|   |              |           |        |        |                  |
|   | 9)  UAB      |           |        |        |                  |
|   |     Indorama |           |        |        |                  |
|   |     Holdings |           |        |        |                  |
|   |     Europe   |           |        |        |                  |
|   |              |           |        |        |                  |
|   | 10) UAB      |           |        |        |                  |
|   |     Indorama |           |        |        |                  |
|   |     Polymers |           |        |        |                  |
|   |     Europe   |           |        |        |                  |
|   |              |           |        |        |                  |
|   | 11) PT       |           |        |        |                  |
|   |     Indorama |           |        |        |                  |
|   |     Venture  |           |        |        |                  |
|   |              |           |        |        |                  |
|   |    Indonesia |           |        |        |                  |
|   |              |           |        |        |                  |
|   | 12) IVL      |           |        |        |                  |
|   |              |           |        |        |                  |
|   |  Holding, S. |           |        |        |                  |
|   |     de R.L.  |           |        |        |                  |
|   |     de C.V.  |           |        |        |                  |
|   |              |           |        |        |                  |
|   | 13) Auriga   |           |        |        |                  |
|   |              |           |        |        |                  |
|   |    Polymers, |           |        |        |                  |
|   |     Inc.     |           |        |        |                  |
|   |              |           |        |        |                  |
|   | 14) Indorama |           |        |        |                  |
|   |     Ventures |           |        |        |                  |
|   |     Poland   |           |        |        |                  |
|   |              |           |        |        |                  |
|   |    Sp.z.o.o. |           |        |        |                  |
|   |              |           |        |        |                  |
|   | 1            |           |        |        |                  |
|   | 5) Guangdong |           |        |        |                  |
|   |     IVL Pet  |           |        |        |                  |
|   |     Polymer  |           |        |        |                  |
|   |     Co.,     |           |        |        |                  |
|   |     Ltd.     |           |        |        |                  |
|   |              |           |        |        |                  |
|   | R            |           |        |        |                  |
|   | elationship: |           |        |        |                  |
|   |              |           |        |        |                  |
|   | Mr. M.L      |           |        |        |                  |
|   | Lohia is a   |           |        |        |                  |
|   | major        |           |        |        |                  |
|   | shareholder  |           |        |        |                  |
|   | of Lohia     |           |        |        |                  |
|   | Global       |           |        |        |                  |
|   | Holdings     |           |        |        |                  |
|   | Limited and  |           |        |        |                  |
|   | he is a      |           |        |        |                  |
|   | father of    |           |        |        |                  |
|   | Mr. S.P.     |           |        |        |                  |
|   | Lohia and    |           |        |        |                  |
|   | Mr. Aloke    |           |        |        |                  |
|   | Lohia,       |           |        |        |                  |
|   | directors of |           |        |        |                  |
|   | IVL          |           |        |        |                  |
+---+--------------+-----------+--------+--------+------------------+
| I | IVL          | Type of   | Year   | Period | Necessity and    |
| t | /Subsidiary- | Tr        | Ended  | Ended  | reasonableness   |
| e |              | ansaction |        |        |                  |
| m | Party having |           | 31     | 31     |                  |
|   | Conflict of  |           | De     | De     |                  |
|   | Interest     |           | cember | cember |                  |
|   |              |           | 2010   | 2011   |                  |
+---+--------------+-----------+--------+--------+------------------+
| 2 | Indorama Pet | Indorama  | Nil    | 2.37   | The land lease   |
|   | (Nigeria)    | Pet       |        |        | by Indorama Pet  |
|   | Ltd. – Eleme | (Nigeria) | Nil    | Nil    | (Nigeria)        |
|   | Pe           | Ltd.      |        |        | Limited to set   |
|   | trochemicals | leased    |        |        | up PET plant in  |
|   | Company Ltd. | land of   |        |        | the premises of  |
|   |              | 15,000    |        |        | Eleme            |
|   | R            | square    |        |        | Petrochemicals   |
|   | elationship: | meters in |        |        | Company Limited. |
|   |              | order to  |        |        |                  |
|   | Mr. S.P.     | set up    |        |        | Pricing method:  |
|   | Lohia and    | the plant |        |        |                  |
|   | Mr. Amit     |           |        |        | As per           |
|   | Lohia are    | The       |        |        | prevailing       |
|   | the common   | rental    |        |        | market rate.     |
|   | directors of | expenses  |        |        |                  |
|   | Eleme        | is of     |        |        | Terms of credit: |
|   | P            | Naira     |        |        |                  |
|   | etrochemical | 937,500   |        |        | At the 1st day   |
|   | Company Ltd. | per month |        |        | of each calendar |
|   | and IVL      |           |        |        | month.           |
|   |              | (1 Naira  |        |        |                  |
|   |              | = Baht    |        |        | Going Forward:   |
|   |              | 0.19)     |        |        |                  |
|   |              |           |        |        | The lease        |
|   |              | Total     |        |        | agreement is for |
|   |              |           |        |        | 15 years         |
|   |              | Accounts  |        |        | starting on 1    |
|   |              | Payable   |        |        | January 2011 –   |
|   |              |           |        |        | 31 December      |
|   |              |           |        |        | 2025.            |
|   |              |           |        |        |                  |
|   |              |           |        |        | Renewal          |
|   |              |           |        |        | Condition:       |
|   |              |           |        |        |                  |
|   |              |           |        |        | The agreement    |
|   |              |           |        |        | will be renewed  |
|   |              |           |        |        | as per the terms |
|   |              |           |        |        | of agreement.    |
+---+--------------+-----------+--------+--------+------------------+
| 3 | Indorama     | Indorama  | Nil    | 17.63  | To facilitate    |
|   | Petrochem    | Petrochem |        |        | senior           |
|   | Ltd. – MJETS | Ltd. uses | Nil    | Nil    | management in    |
|   | Ltd.         | aircraft  |        |        | their various    |
|   |              | service   |        |        | business         |
|   | R            | from      |        |        | meetings         |
|   | elationship: | MJETS     |        |        | globally and on  |
|   |              | Ltd.      |        |        | timely basis.    |
|   | Mr.          |           |        |        |                  |
|   | Heinecke’s   | The       |        |        | Pricing method:  |
|   | sons are a   | rental    |        |        |                  |
|   | major        |           |        |        | Based on         |
|   | shareholders | Total     |        |        | negotiated and   |
|   | of MJETS     |           |        |        | entered into an  |
|   | Ltd. and Mr. | Accounts  |        |        | agreement for    |
|   | Heinecke is  | Payable   |        |        | the usage of 50  |
|   | a director   |           |        |        | block hours. The |
|   | of IVL       |           |        |        | rate including   |
|   |              |           |        |        | aircraft, crew,  |
|   |              |           |        |        | maintenance,     |
|   |              |           |        |        | insurance and    |
|   |              |           |        |        | fuel             |
|   |              |           |        |        |                  |
|   |              |           |        |        | Terms of credit: |
|   |              |           |        |        |                  |
|   |              |           |        |        | Within 5 working |
|   |              |           |        |        | days of the      |
|   |              |           |        |        | execution of the |
|   |              |           |        |        | Agreement        |
|   |              |           |        |        |                  |
|   |              |           |        |        | Going Forward:   |
|   |              |           |        |        |                  |
|   |              |           |        |        | This is not a    |
|   |              |           |        |        | regular          |
|   |              |           |        |        | transaction and  |
|   |              |           |        |        | services of the  |
|   |              |           |        |        | aircraft from    |
|   |              |           |        |        | MJets will be    |
|   |              |           |        |        | sourced on a     |
|   |              |           |        |        | need basis.      |
+---+--------------+-----------+--------+--------+------------------+
| I | IVL          | Type of   | Year   | Period | Necessity and    |
| t | /Subsidiary- | Tr        | Ended  | Ended  | reasonableness   |
| e |              | ansaction |        |        |                  |
| m | Party having |           | 31     | 31     |                  |
|   | Conflict of  |           | De     | De     |                  |
|   | Interest     |           | cember | cember |                  |
|   |              |           | 2010   | 2011   |                  |
+---+--------------+-----------+--------+--------+------------------+
| 4 | PT. Indorama | PT.       | Nil    | 19.98  | PT. Indorama     |
|   | Ventures     | Indorama  |        |        | Synthetics Tbk   |
|   | Indonesia. - | Ventures  | Nil    | Nil    | Ltd. is a        |
|   | PT. Indorama | Indonesia |        |        | Polyester        |
|   | Synthetics   | sells     |        |        | manufacture and  |
|   | Tbk Ltd.     | Mono      |        |        | distributor,     |
|   |              | Ethylene  |        |        | which use Mono   |
|   | Re           | Glycol to |        |        | Ethylene Glycol  |
|   | lationship:  | PT.       |        |        | as a major raw   |
|   |              | Indorama  |        |        | material.        |
|   | Mr. S.P.     | S         |        |        |                  |
|   | Lohia and    | ynthetics |        |        | Pricing method:  |
|   | Mr. Amit     | Tbk Ltd.  |        |        |                  |
|   | Lohia who    |           |        |        | Negotiated per   |
|   | are the      | Total     |        |        | market rate as   |
|   | major        |           |        |        | applicable to    |
|   | shareholders | Accounts  |        |        | other customers. |
|   | of PT.       | r         |        |        |                  |
|   | Indorama     | eceivable |        |        | Terms of credit: |
|   | Synthetics   |           |        |        |                  |
|   | Tbk Ltd. and |           |        |        | 30 days          |
|   | they are     |           |        |        |                  |
|   | also the     |           |        |        | Going Forward:   |
|   | directors of |           |        |        |                  |
|   | IVL          |           |        |        | This transaction |
|   |              |           |        |        | will happen for  |
|   |              |           |        |        | only the urgent  |
|   |              |           |        |        | case and PT.     |
|   |              |           |        |        | Indorama         |
|   |              |           |        |        | Ventures         |
|   |              |           |        |        | Indonesia has    |
|   |              |           |        |        | more quantity to |
|   |              |           |        |        | sell PT.         |
|   |              |           |        |        | Indorama         |
|   |              |           |        |        | Synthetics Tbk   |
|   |              |           |        |        | Ltd.             |
+---+--------------+-----------+--------+--------+------------------+

Relationship with Related Parties

Related parties are those parties linked to the Group and the Company as
shareholders or by common shareholders or directors. The relationships
within the Group are as follows:

  -------------------------- --------------- --------------------------------
  Name of entities           Country of      Nature of relationships
                             incorporation   

  Indo Rama Synthetics       India           Mr. Om Prakash Lohia is a major
  (India) Ltd.                               shareholder of Indo Rama
                                             Synthetics (India) Ltd. and he
                                             is a blood brother of Mr. Sri
                                             Prakash Lohia and Mr. Aloke
                                             Lohia

  PT. Indo-Rama Synthetics   Indonesia       Mr. Sri Prakash Lohia and Mr.
  Tbk                                        Amit Lohia are the major
                                             shareholders of PT. Indo-Rama
                                             Synthetics Tbk

  Pacific Resources Ltd.     Thailand        Mr. Anuj Lohia is a major
                                             shareholder of Pacific Resources
                                             Ltd. and he is a son of Mr.
                                             Aloke Lohia

  Cryoviva (Thailand) Ltd.   Thailand        Mr. Aloke Lohia is a controlling
                                             person of Cryoviva (Thailand)
                                             Ltd.

  Lohia Global Holding       Hong Kong       Mr. Mohan Lal Lohia is a major
  Limited                                    shareholder of Lohia Global
                                             Holdings Limited and he is a
                                             father of Mr. Sri Prakash Lohia
                                             and Mr. Aloke Lohia

  Eleme Petrochemicals Co.,  Nigeria         Mr. Sri Prakash Lohia and Mr.
  Ltd.                                       Amit Lohia are the directors of
                                             Eleme Petrochemicals Co., Ltd.

  MJETS Limited              Thailand        The major shareholders of MJETS
                                             Limited are the two sons of Mr.
                                             William E. Heinecke who is the
                                             director of Indorama Ventures
                                             PCL
  -------------------------- --------------- --------------------------------

The Audit Committee Opinion on the Connected Transaction

The above connected transactions have been considered and opined by the
Company’s Audit Committee that the aforesaid connected transactions are
reasonable and undertaken in the interest of the Company’s business.
While entering into these transactions, the Committee considers the best
interest of the Company. No additional benefit has been transferred
between the Company and the persons who have the conflict of interest.

Policy and Procedure to Approve Connected Transaction

In the event that the Company carries out its business with the
connected persons who may have a conflict of interest with the Company,
the Audit Committee will express its opinion regarding the necessity of
such transactions. The Audit Committee will ensure that terms and
conditions of these transactions are consistent with market practice and
prices charged for these transactions are evaluated and compared with
market prices. In the event that market price is not available, the
Audit Committee must ensure that these prices are reasonable and the
transactions are carried out in the best interest of the Company and its
shareholders. If the Audit Committee is unable to evaluate connected
transactions due to lack of expertise in certain areas, the Company will
arrange an independent expert to evaluate and give opinion on such
transactions. The Board of Directors or Audit Committee or the Company
shareholders, as the case may be, will use this opinion from the
independent expert as a supplement to form their own conclusion. Those
directors who may have conflict of interest with the Company are
prohibited from either voting or attending the meeting on matters
regarding to the said connected transactions and disclose in Annual
Report and Annual Registration

Policy on the Entering into a New Connected Transaction

For any new connected transaction, the respective unit would need to
contact the Secretary of the Audit Committee and inform about the
proposed transaction, its rationale, value of transaction, pricing,
terms and conditions in order for the Secretary of the Audit Committee
to classify under which category of connected transaction it would fall
into and to get necessary approval from the Management/Audit Committee/
Board/Shareholders as required. Moreover, the Company will ensure that
such transactions are carried out in compliance with the SEC Act, rules,
notifications and regulations of the Capital Market Supervisory Board,
SEC and SET. In addition, the Company must also comply with the
disclosure rules related to connected transactions and the Company’s
policy. All connected transactions are reviewed and confirmed by the
Internal Audit department.

In addition, when the Company proposes to conduct its business with a
connected person, the Company will seek the Audit Committee’s opinion on
the reasonableness of such transactions. It is the intention of the
Company and its subsidiaries not to enter into any connected
transactions with their directors or executives.

However, the Company and its subsidiaries may have connected
transactions with their directors, executives or potential connected
persons. As a result, the Board of Directors approves in principle, that
the management is empowered to approve such transactions under the
reasonable, transparent and uncorrupted conditions, provided that such
transaction is categorized as a transaction with the same commercial
terms as those an ordinary person would agree with any unrelated
counterparty under similar circumstances, on the basis of commercial
negotiation (general trading conditions) and without any dependant
interest resulted from the status of director, executive or connected
person, as the case may be.

However for any connected transaction other than offer and/or receipt of
financial assistance, the management can approve a single transaction of
up to a value of USD 50,000 and not over USD 100,000 in aggregate for
such transaction in a fiscal year. Such transactions will be separately
reported quarterly to the Audit Committee/Board by Internal Audit
Department.

Transaction values over the said prescribed limit will follow the normal
approval process.

The connected transaction policy is periodically reviewed by the Audit
Committee.