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  10. Capital Structure

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As of December 31, 2003, PTTEP’s capital structure consists of Baht
46,902 million liabilities and Baht 45,674 million shareholders’
equities. The liabilities to shareholders’ equities ratio was 1.03
times. Details of the capital structure are as follows:

10.1 Securities

The Company’s registered capital consists of 664.4 million common shares
at Baht 5 each, or a total of Baht 3,322 million. In 2003, the Company’s
registered paid-up capital was increased by 0.4 million shares at Baht 5
each, or a total of Baht 1.99 million, from the exercise of warrants to
purchase the Company’s common shares by the management and employees
according to the 2002 Employee Stock Ownership Plan or ESOP (details in
10.2, Warrants). Therefore, at December 31, 2003, the Company’s
registered paid-up capital was at Baht 3,261.99 million (652.4 million
common shares, at a par value of Baht 5).

10.2 Other Securities: Bonds / Warrants

As of December 31, 2003 PTTEP’s long term liabilities were Baht 18,125
million all in the form of bonds, with the long term debt to equities
ratio of 0.4 times. Total debt decreased from the year 2002 by Baht
1,067 million. Details of changes in long term liabilities in 2003 are
as follows:

-   On March 27, 2002, PTTEP issued 2,500,000 unsecured unsubordinated
    bonds with a face value of Baht 1,000 each, totaling Baht 2,500
    million. The bonds bear interest at a rate of 4.625% per annum,
    payable every six months; and has a 15-year tenure, maturing on
    March 27, 2018.

-   In November 2003, PTTEP repaid USD 50 million loan which became due.

The Long-Term Liabilities as of December 31, 2003 are as follows:

  ---------------- -------------- --------------- ----------- -----------------
  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,   PTTEPI was the
  unsubordinated   million (2.5   semi-annually   due in 2018 issuer.
  Bond- Baht Bond  million units                              
  (2003)           at a face                                  
                   value of 1,000                             
                   Baht)                                      
  ---------------- -------------- --------------- ----------- -----------------

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. In 2002,
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, 2003, 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. As of
December 31, 2003, PTTEP has 6 million units of warrants available for
the above program. Details of warrants allocated are as follows:

-   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 exercised price of 111
    baht, 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 exercised price of 117 baht, and
    the exercise ratio of 1 warrant unit per 1 common share.

At the end of 2003, a total of 0.4 million units of warrants had been
exercised.

3.  Shareholders

Top 10 major shareholders of the Company as of April 4, 2003. (the date
which the Company closed shares registration book for the right to
attend 2003 General Shareholders’ meeting on April 24, 2003)

  --------- ------------------------------ ------------- -----------------
  Ranking   Shareholders                   Amount        % of a total
                                                         shares

  1.        PTT Public Company Limited *   411,839,600   63.17

  2.        HSBC (Singapore) Nominees PTE  15,600,634    2.39
            Ltd                                          

  3.        The Bank of New York           13,944,027    2.14
            (Nominees) Limited                           

  4.        State Street Bank and Trust    13,427,225    2.06
            Company                                      

  5.        Littledown Nominees Limited 5  12,813,400    1.97

  6.        Littledown Nominees Limited 9  12,540,900    1.92

  7.        Boston Safe Deposit and Trust  9,304,378     1.43
            Company                                      

  8.        State Street Bank and Trust    8,590,121     1.32
            Company for London                           

  9.        Deutsche Bank Trust Company    7,806,710     1.20
            Americas                                     

  10.       Chase Nominees Limited 1       7,639,077     1.17
  --------- ------------------------------ ------------- -----------------

* At December 31, 2003 PTT holds 415,012,400 shares in PTTEP, or 63.61%
.

Note:

At December 31, 2003, PTTEP’s registered paid-up shares were 652,398,000
units, increased from 652,000,000 units as of the date of closing of
shares registration book (April 4, 2003). This was due to the exercise
of warrants to purchase the Compan’s common shares by employees in 2003
.

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 ordinary 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 January 6, 2004, the Company’s
ordinary shares of NVDRs issued and outstanding amounted to 6,486,770
shares or 0.99% of total shares, which amounted 652,398,000 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.