Signing of the Share Sale Agreement with respect to the Acquisition of Shares in OMV Timor Sea Pty Ltd.

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September 25, 2009

PTT Exploration and Production Public Company Limited or PTTEP wishes to announce that on September 24, 2009, PTTEP Australia Browse Basin Pty Ltd, a subsidiary of PTTEP, has signed the Share Sale Agreement to purchase 100% shareholders’ equity in OMV Timor Sea Pty Ltd, a subsidiary of OMV Australia Pty Ltd engaging in investment and development of oil and gas exploration and production business in Australia.

OMV Timor Sea Pty Ltd has operation in Audacious and Tenacious offshore fields, which are expected to start production within two years, together with five other exploration assets with an upside petroleum probable reserves and resources of oil and natural gas capable for development in the future. OMV Timor Sea Pty Ltd also holds 18.75% participation interest in Jabiru and Challis Fields which are operated by PTTEP. The details of OMV Timor Sea Pty Ltd asset can be found in Enclosure 1.

The purchase price for the 100% equity interest is approximately USD 10 million in cash. The acquisition of OMV Timor Sea Pty Ltd is in line with PTTEP’s key strategic objectives of expansion in Australia which allows for cost saving from the synergy of facilities of the existing projects.

The completion of the acquisition is subject to the satisfaction of Conditions Precedent outlined in the Enclosure 2. Transaction’s details attached to this letter. According to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets of Listed Companies, the transaction size of the acquisition is approximately 0.2% on the total value of considerations approach. The result is well below the 15% threshold, thus Information Memorandum submission to SET is not required.

Details of OMV Timor Sea Pty Ltd
2. Transaction’s Details

Enclosure 1: Details of OMV Timor Sea Pty Ltd’s Assets

1. Exploration Assets AC/P4, AC/P17, AC/P24, AC/RL 4 and 5, AC/RL6
Location Southern Timor Sea, approximately 650 km. west of Darwin, Northern Territory
Net Interest of OMV Timor Sea Pty Ltd AC/P4 50%

  • AC/P17 50%
  • AC/P24 60%
  • AC/RL 4 and 5 50%
  • AC/RL 4 and 5 (Tenacious) 75%
  • AC/RL6 50%
  • AC/RL6 (Audacious) 50%

Estimated net Proved reserves
(As of May 2009)

3.4 Million barrel of oil equivalent
Type of Licenses Exploration and production
Period of license Indefinite Term

2. Production Assets Jabiru and Challis Fields
Location Southern Timor Sea, approximately 650 km. west of Darwin, Northern Territory
Net Interest of OMV Timor Sea Pty Ltd PTTEP Australia (Ashmore Cartier) Pty Ltd. 70.94%
OMV Timor Sea Pty Ltd 18.75%
Santos Offshore Pty Ltd 10.31%
Estimated net Proved reserves
(As of May 2009) 0.7125 Million barrel of oil equivalent
Type of field Oil
Gross production 4,200 bbl/d (Second quarter of 2009)
Commencement of oil production 1986
Period of license Indefinite Term

Enclosure 2: Details of Transaction

1. Transaction Date September 24, 2009
2. Involved Parties
Purchaser PTTEP Australia Browse Basin Pty Ltd
Seller OMV Australia Pty Ltd
Relationship between the parties None
3.General Features of Transaction
Type of transaction
PTTEP Australia Browse Basin agrees to purchase the 100% shareholders’ equity in OMV Timor Sea Pty Ltd

Size of transaction
Approximately 0.2% using the total value of considerations approach under the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets of Listed Companies.

Criteria to determine size of the transaction Comparison of the approximate purchase price of USD 10 million to PTTEP's total asset value of THB 129.91 billion on its consolidated balance sheet (as at June 30, 2009)
4. Details of Securities Purchased
Name of securities OMV Timor Sea Pty Ltd ordinary shares
Name of issuer OMV Australia Pty Ltd
Nature of business Holding company investing in oil and gas exploration and production.
Proportion of shares held before the transaction 0%
Proportion of shares held after the transaction 100%
5. Criteria Applied to Determine the Consideration

The purchase price of OMV Timor Sea Pty Ltd shares was arrived at by mutual agreement. The final purchase price will be subject to certain adjustments prior to closing.

6. Expected Benefits
1. A platform for expansion, in line with PTTEP’s key strategic objectives of growing international operations in Australia.
2. Reduce the future operating expense from the ability to synergize the facilities of existing projects in Australia, and provide material development and exploration upside from a number of prospects, within tie-back distance of key oil & gas projects

7. Source of Funds to Finance the Purchase Internal cash
8. Others The completion of the purchase of OMV Timor Sea Pty Ltd shares is subject to the satisfaction by OMV Australia Pty Ltd and the Company of conditions precedent. The key conditions precedent include OMV Aktiengesellschaft has duly executed and delivered the parent guarantee.


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