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  10. Capital Structure

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As of December 31, 2004, PTTEP’s capital structure consists of Baht
54,845 million liabilities and Baht 57,099 million shareholders’
equities. The liabilities to shareholders’ equities ratio was 0.96
times. Details of the capital structure are as follows:

10.1 Securities

The Company’s registered capital consists of 664.40 million common
shares at a par value of Baht 5, or a total of Baht 3,322 million. In
2004, the Company’s registered paid-up capital was increased by Baht
4,672,000 (934,400 shares at Baht 5 each), from the exercise of warrants
to purchase the Company’s common shares by the management and employees
according to the 2002 and 2003 Employee Stock Ownership Plan or ESOP
(details in 10.2, Warrants). Therefore, at December 31, 2004, the
Company’s registered paid-up capital was at Baht 3,266,662,000
(653,332,400 common shares, at a par value of Baht 5).

10.2 Other Securities: Bonds / Warrants

Bonds

As of December 31, 2004, PTTEP and its subsidiaries’ total debts
consisted of bonds in the amount of USD 393.28 million and Baht 2,500
million, or total of approximately Baht 17,915 million, with the long
term debt to equities ratio of 0.3 times. Details of long term
liabilities as of December 31, 2004 are as follows:

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  Bond             Issue Size     Rate per annum  Maturity    Other Details
  ---------------- -------------- --------------- ----------- -----------------
  A secured,       USD 200        7.625%,         10 years,   PTTEPI was the
  unsubordinated   million        semi-annually   due in 2006 issuer, with
  Bond – Yankee    (200,000 units                             PTTEP as
  Bond (1996)      at a face                                  guarantor.
                   value of USD                               
                   1,000)                                     

  An unsecured     Yen 23 billion 3.35%,          10 years,   PTTEP was the
  unsubordinated   (230 units at  semi-annually   due in 2007 issuer. The
  Bond- Samurai    a face value                               Company had
  Bond (1997)      of Yen 100                                 entered into a
                   million)                                   SWAP agreement at
                                                              the amount of
                                                              USD193.28 million
                                                              at an interest
                                                              rate of 7.86% per
                                                              annum.

  An unsecured     Baht 2,500     4.625%,         15 years,   PTTEP was the
  unsubordinated   million (2.5   semi-annually   due in 2018 issuer.
  Bond- Baht Bond  million units                              
  (2003)           at a face                                  
                   value of Baht                              
                   1,000)                                     
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Warrants

On June 16, 1998, PTTEP’s General Shareholders’ Meeting approved the
issuance and offering of 1.2 million units of warrants to purchase
PTTEP’s common shares to management and employees of the Company. The
warrants had a 5 year life, and the exercise price of Baht 300. On
August 30, 2000, PTTEP’s Extraordinary General Shareholders’ Meeting
resolved to change the par value of the Company’s common shares from
Baht 10 to Baht 5, and as a result, the exercise price of the warrants
became Baht 150 each. On June 15, 2003, the warrants issued in 1998 were
expired.

On April 30, 2002, the PTTEP’s General Shareholders’ Meeting consented
to the 5-year (2002-2006) Employee Stock Ownership Plan to issue and
offer 10,000,000 units of warrants to purchase the Company’s common
shares. Details of the warrants to be allocated each year will be
proposed for approval from the Shareholders on yearly basis.

On April 28, 2004, PTTEP’s General Shareholders’ Meeting consented to
the reallocation of 2.4 million shares which was previously registered
and reserved for the exercise of right under the warrant issued to
management and employee in 1998, but had expired, to be reserved for the
exercise of right under the newly issued warrants in 2004, 2005, and
2006.

-   In 2002, PTTEP’s General Shareholders’ Meeting resolved to issue and
    offer 2 million units of warrants to its directors, management and
    employees under the 5-year program, with the exercise price of Baht
    111, and the exercise ratio of 1 warrant unit per 1 common share.

-   In 2003, PTTEP’s General Shareholders’ Meeting resolved to issue and
    offer 2 million units of warrants to its management and employees
    under the 5-year program, with the exercise price of
    Baht 117, and the exercise ratio of 1 warrant unit per 1 common
    share.

-   In 2004, PTTEP’s General Shareholders’ Meeting resolved to issue and
    offer 2.8 million units of warrants to its management and employees
    under the 5-year program, with the exercise price of Baht 183, and
    the exercise ratio of 1 warrant unit per 1 common share.

Starting from the year 2003 to the end of 2004, a total of 1,332,400
units of warrants had been exercised.

3.  Shareholders

Top 10 major shareholders of the Company as of April 8, 2004. (the date
which the Company closed shares registration book for the right to
attend 2004 General Shareholders’ meeting on April 28, 2004)

  ----------------------------------------------------------------------------
  Ranking   Shareholders                          Amount        % of a total
                                                                shares
  --------- ------------------------------------- ------------- --------------
  1.        PTT Public Company Limited *          418,260,500   64.11

  2.        HSBC (Singapore) Nominees PTE Ltd     14,224,296    2.18

  3.        State Street Bank and Trust Company   14,137,642    2.17

  4.        The Bank of New York (Nominees)       12,326,815    1.89
            Limited                                             

  5.        State Street Bank and Trust Company   10,865,671    1.67
            for London                                          

  6.        Chase Nominees Limited 1              10,369,800    1.59

  7.        Littledown Nominees Limited 5         6,556,100     1.00

  8.        Boston Safe Deposit and Trust Company 6,253,068     0.96

  9.        Thai NVDR Company Limited             5,421,545     0.83

  10.       State Street Bank and Trust Company   5,240,100     0.80
            for Australia                                       
  ----------------------------------------------------------------------------

* At December 31, 2004 PTT held 431,086,100 shares in PTTEP, or 65.98% .

Note:

At December 31, 2004, PTTEP’s registered paid-up shares were
653,332,400, increased from 652,440,800 shares as of the date of closing
of shares registration book (April 8, 2004). This was due to the
exercise of warrants to purchase the Company’s common shares by
employees in 2004 .

10.4 Number of shares and shareholders voting rights will be affected by
NVDR issuance

An NVDR or Non-Voting Depository Receipt is a trading instrument issued
by the Thai NVDR Company Limited, a subsidiary wholly owned by the Stock
Exchange of Thailand (SET). NVDRs are automatically regarded as listed
securities in the SET. The objective of issuing NVDRs is not only to
stimulate trading activities in the Thai stock market, but also to help
eliminate foreign investment barriers, such as the foreign investment
limits and the impediments faced by institutional investors who
previously could not trade in the existing Thai Trust Fund. Investors
will receive all financial benefits; i.e., dividends, right issues or
warrants, just as if they had invested in the Company’s common shares.
The only difference between investing in an NVDR and the Company’s
shares is the voting right. Additionally, although the NVDR is designed
mainly to ease foreign investment barriers, the SET does not prohibit
Thai investors from investing this instrument.

As reported on the SET website as of February 16, 2005, the Company’s
common shares of NVDRs issued and outstanding amounted to 12,008,114
shares or 1.84 % of total registered paid-up shares, which amounted to
653,376,300 shares. The NVDR holders will not participate and vote in
shareholder’s meeting, except in the case where a listed company wishes
to delist its shares from the SET.

10.5 Dividend Policy

Normally, it is the policy of the Company’s Board of Directors to
recommend to the shareholders an annual dividend of not less than 30% of
net income. Interim dividend may also be considered from time to time.
The Company has no dividend policies for its subsidiaries.